Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SCIVANTA MEDICAL CORP | Financial_Report.xls |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - SCIVANTA MEDICAL CORP | f10q0712ex32i_scivanta.htm |
| EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - SCIVANTA MEDICAL CORP | f10q0712ex32ii_scivanta.htm |
| EX-31.2 - SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - SCIVANTA MEDICAL CORP | f10q0712ex31ii_scivanta.htm |
| EX-31.1 - SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SCIVANTA MEDICAL CORP | f10q0712ex31i_scivanta.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2012
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 0-27119
| SCIVANTA MEDICAL CORPORATION |
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(Exact name of registrant as specified in its charter)
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| Nevada | 22-2436721 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
215 Morris Avenue, Spring Lake, New Jersey 07762
(Address of principal executive offices)
(732) 282-1620
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
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 past 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 x No ¨
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.
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Large accelerated filer ¨
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Accelerated filer ¨
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| Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x
As of September 17, 2012, there were 31,116,913 shares of the registrant’s common stock, par value $.001 per share, outstanding.
SCIVANTA MEDICAL CORPORATION
INDEX TO FORM 10-Q
Page
| PART I | FINANCIAL INFORMATION |
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Item 1.
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Financial Statements
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1
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Balance Sheets (unaudited) as of July 31, 2012 and October 31, 2011
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2
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Statements of Operations (unaudited) for the three and nine months ended July 31, 2012 and 2011
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3
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Statements of Cash Flows (unaudited for the nine months ended July 31, 2012 and 2011
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4
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Notes to the Unaudited Financial Statements
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5 |
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 4.
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Controls and Procedures
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16
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| PART II | OTHER INFORMATION |
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Item 1.
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Legal Proceedings
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17
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Item 1A.
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Risk Factors
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17
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3.
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Defaults Upon Senior Securities
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17
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Item 4.
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Mine Safety Disclosures
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17
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Item 5.
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Other Information
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17
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Item 6.
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Exhibits
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17
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Signatures
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18
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| Index of Exhibits | E-1 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this quarterly report on Form 10-Q and other filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements because we are considered a penny stock issuer. You should, however, consult further disclosures we make in future filings of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The registrant is under no duty to update any of the forward-looking statements contained herein after the date this quarterly report on Form 10-Q is submitted to the Securities and Exchange Commission (the “SEC”).
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PART I . FINANCIAL INFORMATION
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Item 1. Financial Statements
The balance sheet as of July 31, 2012, the related statements of operations for the three and nine months ended July 31, 2012 and 2011 and cash flows for the nine months ended July 31, 2012 and 2011 for Scivanta Medical Corporation (“Scivanta” or the “Company”) included in Item 1, have been prepared by us, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly our financial position and results of operations. It is suggested that the following financial statements be read in conjunction with the financial statements and notes thereto included in the registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2011.
The results of operations for the three and nine months ended July 31, 2012 and 2011, respectively, are not necessarily indicative of the results of the entire fiscal year or for any other period.
1
Scivanta Medical Corporation
Balance Sheets
(Unaudited)
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July 31,
2012
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October 31,
2011
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Assets
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Current assets:
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Cash
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$ | 17,994 | $ | 46,245 | ||||
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Grant receivable
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-- | 131,979 | ||||||
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Prepaid expenses
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9,271 | 6,037 | ||||||
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Total current assets
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$ | 27,265 | $ | 184,261 | ||||
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Liabilities and Stockholders’ Deficiency
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Current liabilities:
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Accounts payable
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$ | 227,793 | $ | 208,912 | ||||
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Accounts payable - related party
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66,868 | 41,302 | ||||||
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Accrued expenses
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81,835 | 81,794 | ||||||
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Accrued compensation
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225,627 | 225,627 | ||||||
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Notes payable
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110,412 | 105,000 | ||||||
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Convertible debentures
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25,000 | 75,000 | ||||||
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Total current liabilities
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737,535 | 737,635 | ||||||
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Convertible debentures
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275,000 | 275,000 | ||||||
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Total liabilities
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1,012,535 | 1,012,635 | ||||||
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Commitments and contingencies
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Stockholders' deficiency:
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Common stock, $.001 par value; 100,000,000 shares authorized;
31,116,913 and 30,564,543 shares issued and outstanding, respectively
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31,117 | 30,564 | ||||||
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Additional paid-in capital
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22,343,225 | 22,264,583 | ||||||
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Accumulated deficit
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(23,359,612 | ) | (23,123,521 | ) | ||||
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Total stockholders' deficiency
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(985,270 | ) | (828,374 | ) | ||||
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Total liabilities and stockholders' deficiency
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$ | 27,265 | $ | 184,261 | ||||
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The accompanying notes are an integral part of these financial statements.
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2
Scivanta Medical Corporation
Statements of Operations
(Unaudited)
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Three Months Ended
July 31,
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Nine Months Ended
July 31,
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2012
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2011
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2012
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2011
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Grant revenue
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$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
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Operating expenses (income):
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Research and development
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5,540 | 6,930 | 14,430 | 41,281 | ||||||||||||
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General and administrative
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62,209 | 171,411 | 180,562 | 534,561 | ||||||||||||
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Loss from operations
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(67,749 | ) | (178,341 | ) | (194,992 | ) | (575,842 | ) | ||||||||
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Interest expense
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(6,217 | ) | (6,821 | ) | (19,349 | ) | (17,141 | ) | ||||||||
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Loss on conversion of convertible debentures
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-- | -- | (21,750 | ) | -- | |||||||||||
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Net loss
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$ | (73,966 | ) | $ | (185,162 | ) | $ | (236,091 | ) | $ | (592,983 | ) | ||||
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Net loss per common share, basic and diluted
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$ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | |||||
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Weighted average number of common shares outstanding, basic and diluted
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31,116,913 | 30,358,021 | 30,983,366 | 30,071,869 | ||||||||||||
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The accompanying notes are an integral part of these financial statements.
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3
Scivanta Medical Corporation
Statements of Cash Flows
(Unaudited)
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Nine Months Ended
July 31,
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2012
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2011
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Cash flows from operating activities:
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Net loss
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$ | (236,091 | ) | $ | (592,983 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Stock based compensation expense
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3,716 | 16,782 | ||||||
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License fees
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-- | 26,562 | ||||||
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Loss on conversion of convertible debentures
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21,750 | -- | ||||||
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Changes in operating assets and liabilities:
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Grant receivable
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131,979 | 112,500 | ||||||
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Prepaid expenses
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12,633 | 22,847 | ||||||
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Accounts payable
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18,881 | 45,426 | ||||||
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Accounts payable - related party
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25,566 | (5,044 | ) | |||||
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Accrued expenses
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3,770 | 5,457 | ||||||
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Accrued compensation
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-- | 299,929 | ||||||
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Net cash used in operating activities
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(17,796 | ) | (68,524 | ) | ||||
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Cash flows from financing activities:
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Proceeds from sale of common stock, net of offering costs
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-- | 22,125 | ||||||
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Proceeds from issuance of convertible debenture
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-- | 100,000 | ||||||
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Repayment of notes payable
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(10,455 | ) | (42,248 | ) | ||||
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Refund of proceeds from deposit on stock purchase
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-- | (100,000 | ) | |||||
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Restricted cash – stock purchase
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-- | 100,000 | ||||||
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Net cash (used in) provided by financing activities
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(10,455 | ) | 79,877 | |||||
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(Decrease) increase in cash
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(28,251 | ) | 11,353 | |||||
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Cash - beginning of period
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46,245 | 81,365 | ||||||
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Cash - end of period
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$ | 17,994 | $ | 92,718 | ||||
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Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | 579 | $ | 563 | ||||
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Noncash financing activities:
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Issuance of 552,370 shares of common stock as payment of $50,000 of principal and $3,729 of interest due on
convertible debentures
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$ | 53,729 | $ | -- | ||||
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Issuance of note payable as payment for insurance premium
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$ | 15,867 | $ | 15,867 | ||||
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Issuance of 500,000 shares of common stock as payment for interest due on convertible debentures
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$ | -- | $ | 20,000 | ||||
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The accompanying notes are an integral part of these financial statements.
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4
Scivanta Medical Corporation
Notes to the Unaudited Financial Statements
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1.
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Basis of Presentation
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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring operating losses, negative cash flows from operations, has a working capital deficiency and an accumulated deficit of $23,359,612 as of July 31, 2012. The Company has not paid the $105,000 that was due to Hickey on July 31, 2012 and, as a result, the Amended and Restated License Agreement can be placed in default by the Licensor in accordance with the default provisions of such agreement (see Notes 2 and 4). The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing involving the private placement of its securities in order to continue operations. The recent economic slowdown has made financing more difficult to obtain. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company continues to seek equity and/or debt investors and from time to time engages placement agents to assist the Company in this initiative. The Company has reduced operating expenses and effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors. The Company has also deferred the payment of $200,000 of accrued compensation due to its officers, deferred the payment of $17,000 to its directors and a former director and deferred certain other vendor payments until the Company secures sufficient additional financing.
While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts. If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial dilution to our stockholders (see Note 10).
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2.
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Amended and Restated SCMS License Agreement
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On February 14, 2011, the Company entered into an Amended and Restated technology license agreement (the “Amended and Restated License Agreement”) with The Research Foundation of State University of New York, for and on behalf of the University at Buffalo (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation, Hickey and Lundgren shall be collectively referred to herein as the “Licensor.” The Amended and Restated License Agreement replaced the technology license agreement entered into by the Company and the Licensor on November 10, 2006, as amended.
5
Pursuant to the Amended and Restated License Agreement, the Licensor has granted Scivanta the exclusive world-wide rights to develop, manufacture and distribute the SCMS, a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The term of the Amended and Restated License Agreement ends on the later of (a) the expiration date of the last to expire patent right related to the SCMS, which is currently May 1, 2027, or (b) 17 years from the sale of the first licensed product on a country by country basis.
Under the Amended and Restated License Agreement, Scivanta agreed to pay Hickey $135,000, which was paid or required to be paid as follows: (a) a cash payment of $30,000 was made to Hickey on June 3, 2011 and (b) a cash payment of $105,000 was due to Hickey on the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology, but no later than July 31, 2012. The Company has not paid the $105,000 due to Hickey and, as a result, the Amended and Restated License Agreement can be placed in default by the Licensor in accordance with the default provisions discussed below.
Scivanta is required to pay the Licensor a royalty of 5% of annual net sales, as defined in the Amended and Restated License Agreement, subject to certain reductions as detailed in the Amended and Restated License Agreement. Beginning with the first full year of sales of the SCMS in the United States and for two years thereafter, Scivanta is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales in the United States will be credited. Further, beginning with the first full year of sales of the SCMS outside the United States and for two years thereafter, Scivanta is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales outside the United States will be credited. The Company is also required to pay the Licensor 25% of all sublicensing revenue, as defined in the Amended and Restated License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the Amended and Restated License Agreement.
The Amended and Restated License Agreement, as amended by the Addendum, also requires Scivanta to use commercially reasonable efforts to develop and market the SCMS within certain timeframes, subject to specified exceptions. If Scivanta materially fails to perform any covenant, condition or undertaking of the Amended and Restated License Agreement, including the failure to make any payments when due, the Licensor may give written notice of such default to Scivanta. If Scivanta should fail to cure such default within ninety (90) days of notice of such default, then the Licensor, at its option, may terminate the Amended and Restated License Agreement. Further, the Amended and Restated License Agreement contains standard provisions regarding indemnification and patent prosecution.
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3.
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Related Party Transactions
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David R. LaVance, the Company’s Chairman, President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary, are principals of Century Capital Associates LLC (“Century Capital”). Effective February 1, 2007, the Company and Century Capital entered into a sublease agreement pursuant to which the Company rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, the Company rents office furniture and other equipment from Century Capital. The sublease agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. The Company is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes.
6
During the three and nine months ended July 31, 2012, the Company was billed $17,730 and $54,297, respectively, pursuant to the terms of the sublease agreement. As of July 31, 2012, the Company owed Century Capital $65,000 for rent and $1,868 for other expenses, which amounts are included in accounts payable – related party. During the three and nine months ended July 31, 2011, the Company was billed $16,005 and $51,913, respectively, pursuant to the terms of the sublease agreement.
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4.
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Notes Payable
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Note Payable – Hickey
Under the Amended and Restated License Agreement (see Note 2), a cash payment of $105,000 was due to Hickey on July 31, 2012. The Company has not paid the $105,000 due to Hickey and, as a result, the Amended and Restated License Agreement can be placed in default by the Licensor in accordance with the default provisions of such agreement. The Company recorded the $105,000 due to Hickey as a component of notes payable.
Note Payable – Insurance
On January 4, 2012, the Company entered into a finance agreement with Imperial Credit Corporation (“Imperial”). Pursuant to the terms of this finance agreement, Imperial loaned the Company the principal amount of $15,867, which amount would accrue interest at a rate of 9.3% per annum, in order to partially fund the payment of the premium of the Company’s director and officer liability insurance. The finance agreement requires the Company to make nine monthly payments of $1,832, including interest, with the first payment due on January 31, 2012. For the three and nine months ended July 31, 2012, the Company recorded a total of $167 and $579, respectively, of interest expense related to this finance agreement. As of July 31, 2012, the outstanding principal balance related to this finance agreement was $5,412, which is recorded as a component of notes payable.
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5.
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Convertible Debentures
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February 2007 Convertible Debentures
On February 8, 2007, the Company closed on a private placement of 8% convertible debentures dated February 1, 2007 totaling $250,000 (the “February 2007 Debentures”). In January 2010, the holders agreed to amend the February 2007 Debentures. Pursuant to this amendment, the holders agreed to a new maturity date of January 31, 2012, extending the term of the February 2007 Debentures for an additional two year period.
7
On January 11, 2012, the Company issued 500,000 shares of common stock at $0.10 per share as full payment of $50,000 of outstanding principal on certain February 2007 Debentures and 52,370 shares of common stock at per share prices ranging between $0.07 and $0.08 as full payment of $3,729 of accrued and unpaid interest related to those February 2007 Debentures. Due to the reduction in the conversion price, the Company recorded a loss on conversion of these February 2007 Debentures of $21,750.
Effective January 31, 2012, certain holders of February 2007 Debentures with an aggregate outstanding principal amount of $175,000, agreed to amend such February 2007 Debentures by extending the maturity date to January 31, 2014. In addition, effective January 31, 2012, a holder of a February 2007 Debenture with an outstanding principal amount of $25,000 agreed to amend his February 2007 Debenture by extending the maturity date to July 31, 2012. The Company has not made payment on this February 2007 Debenture and as a result, such obligation can be placed in default by the holder.
For the three and nine months ended July 31, 2012, the Company recorded a total of $4,033 and $12,764, respectively, of interest expense related to the February 2007 Debentures. For the three and nine months ended July 31, 2011, the Company recorded a total of $5,000 and $15,000, respectively, of interest expense related to the February 2007 Debentures. As of July 31, 2012, $24,035 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expenses.
May 2011 Convertible Debenture
On May 20, 2011, the Company issued an 8% convertible debenture in the amount of $100,000 to an institutional investor (the “May 2011 Debenture”). For the three and nine months ended July 31, 2012, the Company recorded a total of $2,017 and $6,006 of interest expense related to the May 2011 Debenture. As of July 31, 2012, $9,601 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expenses.
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6.
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Stock-Based Compensation
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The Company accounts for stock-based payments to employees in accordance with Accounting Standards Codification 718, “Stock Compensation” (“ASC 718”). During the three and nine months ended July 31, 2012, the Company recorded employee stock-based compensation expense of $0 and $3,716, respectively, which have been included in general and administrative expense. During the three and nine months ended July 31, 2011, the Company recorded employee stock-based compensation expense of $4,221 and $16,782, respectively, which have been included in general and administrative expense.
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7.
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Net Loss Per Common Share
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Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.
8
For the three and nine months ended July 31, 2012, diluted net loss per share did not include the effect of 2,495,332 shares of common stock issuable upon the exercise of outstanding options, 930,000 shares of common stock issuable upon the exercise of outstanding warrants and 4,166,666 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.
For the three and nine months ended July 31, 2011, diluted net loss per share did not include the effect of 2,495,332 shares of common stock issuable upon the exercise of outstanding options, 4,046,750 shares of common stock issuable upon the exercise of outstanding warrants and 4,375,000 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.
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8.
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Stockholders’ Equity
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Stock Option Plans
The Company currently has two stock option plans in place: the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan (collectively, the “Equity Incentive Plans”). The 2002 Equity Incentive Plan was approved by the stockholders on July 5, 2002. The aggregate number of shares of common stock which could have been awarded under the 2002 Equity Incentive Plan was 2,000,000. As of July 31, 2012, options to purchase 1,470,000 shares of the Company’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the Company’s 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan.
On May 31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan. The 2007 Equity Incentive Plan was placed into effect in order to encourage and enable employees and directors of the Company to acquire or increase their holdings of the Company’s common stock and to promote these individual’s interests in the Company thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Company. The 2007 Equity Incentive Plan provides for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the 2007 Equity Incentive Plan is 3,000,000, subject to adjustment as provided in the 2007 Equity Incentive Plan. As of July 31, 2012, options to purchase 1,025,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 1,974,668 shares of the Company’s common stock remain available for awards under the 2007 Equity Incentive Plan.
Stock option awards under the Equity Incentive Plans were granted at prices as determined by the Company’s compensation committee, but such prices were not less than the fair market value of the Company's common stock on the date of grant. Stock options granted and outstanding include only non-qualified options and vest over a period of up to five years and have a maximum term of ten years from the date of grant.
9
A summary of stock option transactions for employees and directors under the Equity Incentive Plans during the nine months ended July 31, 2012 is as follows:
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Stock
Option Shares
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Weighted Average Exercise Price Per Common Share
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Aggregate Intrinsic Value
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Outstanding at October 31, 2011
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2,495,332 | $ | 0.16 | $ | 5,800 | |||||||
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Granted during the period
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-- | -- | ||||||||||
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Exercised during the period
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-- | -- | ||||||||||
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Expired during the period
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-- | -- | ||||||||||
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Outstanding at July 31, 2012
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2,495,332 | $ | 0.16 | $ | 700 | |||||||
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Exercisable at July 31, 2012
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2,495,332 | $ | 0.16 | $ | 700 | |||||||
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Exercisable at October 31, 2011
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2,328,664 | $ | 0.16 | $ | 5,800 | |||||||
Information with respect to outstanding options and options exercisable as of July 31, 2012 that were granted to employees is as follows:
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Stock Options Outstanding
|
Stock Options Exercisable
|
|||||||||||||||||||||||||
|
Exercise
Price
|
Number of Shares Available Under Outstanding Stock
Options
|
Weighted Average Exercise Price Per Common Share
|
Weighted Average Remaining Contractual Life (Years)
|
Number of Shares Available for Purchase Under Outstanding Stock
Options
|
Weighted Average Exercise Price Per Common Share
|
Weighted Average Remaining Contractual Life (Years)
|
||||||||||||||||||||
| $ | 0.02 | 35,000 | $ | 0.02 | 2.4 | 35,000 | $ | 0.02 | 2.4 | |||||||||||||||||
| $ | 0.08 | 335,000 | $ | 0.08 | 2.1 | 335,000 | $ | 0.08 | 2.1 | |||||||||||||||||
| $ | 0.14 | 1,025,332 | $ | 0.14 | 5.2 | 1,025,332 | $ | 0.14 | 5.2 | |||||||||||||||||
| $ | 0.20 | 1,100,000 | $ | 0.20 | 4.5 | 1,100,000 | $ | 0.20 | 4.5 | |||||||||||||||||
| 2,495,332 | $ | 0.16 | 4.4 | 2,495,332 | $ | 0.16 | 4.4 | |||||||||||||||||||
10
Warrants to Purchase Common Stock
A summary of warrant transactions during the nine months ended July 31, 2012 is as follows:
|
Warrant Shares
|
Weighted Average Exercise Price Per Common Share
|
Aggregate Intrinsic Value
|
||||||||||
|
Outstanding at October 31, 2011
|
4,046,750 | $ | 0.12 | $ | 10,000 | |||||||
|
Issued during the period
|
-- | -- | ||||||||||
|
Exercised during the period
|
-- | -- | ||||||||||
|
Expired during the period
|
(3,116,750 | ) | $ | 0.12 | ||||||||
|
Outstanding at July 31, 2012
|
930,000 | $ | 0.12 | $ | -- | |||||||
|
Exercisable at July 31, 2012
|
930,000 | $ | 0.12 | $ | -- | |||||||
|
Exercisable at October 31, 2011
|
4,046,750 | $ | 0.12 | $ | 10,000 | |||||||
Information with respect to outstanding warrants and warrants exercisable at July 31, 2012 is as follows:
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||||||
|
Range of
Exercise Prices
|
Number of Shares Available Under Outstanding Warrants
|
Weighted Average Exercise Price Per Common Share
|
Weighted Average Remaining Contractual Life (Years)
|
Number of Shares Available for Purchase Under Outstanding Warrants
|
Weighted Average Exercise Price Per Common Share
|
Weighted Average Remaining Contractual Life (Years)
|
||||||||||||||||||||
| $ | 0.04 | 200,000 | $ | 0.04 | 1.8 | 200,000 | $ | 0.04 | 1.8 | |||||||||||||||||
| $ | 0.10 - 0.13 | 535,000 | $ | 0.12 | 0.6 | 535,000 | $ | 0.12 | 0.6 | |||||||||||||||||
| $ | 0.20 - 0.25 | 195,000 | $ | 0.21 | 1.0 | 195,000 | $ | 0.21 | 1.0 | |||||||||||||||||
| 930,000 | $ | 0.12 | 0.9 | 930,000 | $ | 0.12 | 0.9 | |||||||||||||||||||
|
10.
|
Subsequent Events
|
On August 15, 2012, the Company issued an 8% convertible debenture to an institutional investor (the “August 2012 Debenture”). The gross proceeds received in connection with this private placement were $100,000. The August 2012 Debenture has a three year term maturing on August 15, 2015 and bears interest at a rate of 8% per annum. Interest is payable in annual installments, beginning on August 15, 2013, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of the Company’s common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the August 2012 Debenture.
11
The entire principal amount of the August 2012 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.04 per share. In addition, at the option of the Company and subject to certain restrictions provided in the August 2012 Debenture, the entire principal amount of the August 2012 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.04 per share upon the occurrence of: (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company’s common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000. The quoted market price of the Company’s common stock as of August 15, 2012 was $0.04 per share.
An aggregate amount of 2,500,000 shares of the Company’s common stock can be issued pursuant to the August 2012 Debenture. The Company will use the proceeds received in this private placement for working capital purposes.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Background
Scivanta is a Nevada corporation headquartered in Spring Lake, New Jersey. Scivanta currently does not sell any products or services.
On November 10, 2006, we acquired the exclusive world-wide rights to develop, manufacture and distribute the Scivanta Cardiac Monitoring System (the “SCMS”), a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The SCMS is currently in the development stage.
The SCMS will provide the primary measurements of cardiac performance, including left atrial pressure, which is a crucial measurement in monitoring cardiac challenged patients. The essential hardware, software and catheter components for the SCMS have been completed. Scivanta currently has a fully assembled SCMS device that has been used in the initial clinical trial. The two major items remaining in the development of the SCMS are the completion of the clinical trials and the design and engineering of the production model of the SCMS.
We will not be able to complete the clinical trials or the design and engineering of the production model of the SCMS without obtaining additional cash through equity and/or debt financing or through corporate partnerships. We continue to pursue potential investors and from time to time engage placement agents to assist us in this endeavor. No assurances can be given that we will be able to obtain sufficient capital to finish the development of the SCMS through any corporate partnerships and/or through equity and/or debt financing. In addition, no assurances can be given that if we successfully develop and market the SCMS, such product will become profitable.
12
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations are based upon the interim financial statements contained elsewhere herein, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to contingencies and litigation. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting estimates that we believe affect the more significant judgments and estimates used in preparation of the financial statements contained elsewhere herein are described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Financial Statements included in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2011. There have been no material changes to the critical accounting policies.
Results of Operations
Research and Development. For the three months ended July 31, 2012, research and development expenses were $5,540, as compared to $6,930 for the three months ended July 31, 2011. The $1,390, or 20%, decrease in research and development expense for the three months ended July 31, 2012 was primarily due to a decrease in patent costs.
For the nine months ended July 31, 2012, research and development expenses were $14,430, as compared to $41,281 for the nine months ended July 31, 2011. The $26,851, or 65%, decrease in research and development expense for the nine months ended July 31, 2012 was primarily due to a $26,562 decrease in license costs related to the Amended and Restated License Agreement.
The amount of research and development expense to be incurred by us during the fiscal year ending October 31, 2012 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnerships. In the event that we are able to obtain additional capital sufficient to fund our research and development program, we would expect research and development expenses for the fiscal year ending October 31, 2012 to increase. If we are unable to obtain additional capital sufficient to fund our research and development program, we would expect research and development expenses for the fiscal year ending October 31, 2012 to remain at current levels.
13
General and Administrative. For the three months ended July 31, 2012, general and administrative expenses were $62,209, as compared to $171,411 for the three months ended July 31, 2011. The $109,202, or 64%, decrease in general and administrative expenses for the three months ended July 31, 2012 was primarily due to a $99,830 decrease in employee payroll and related tax and benefit costs primarily related to Messrs. LaVance and Gifford’s agreement with the Company, effective November 1, 2011, to waive salary due to each of them under their respective employment agreements until the Company is able to raise sufficient capital, a $9,000 decrease in director fees related to the directors’ agreement with the Company, effective November 1, 2011, to waive cash compensation due them until the Company is able to raise sufficient capital and a $4,220 decrease in stock based compensation expense primarily related to stock options granted to employees and directors, offset by a $4,065 increase in legal expenses associated with corporate activities.
For the nine months ended July 31, 2012, general and administrative expenses were $180,562, as compared to $534,561 for the nine months ended July 31, 2011. The $353,999, or 66%, decrease in general and administrative expenses for the nine months ended July 31, 2012 was primarily due to a $306,606 decrease in employee payroll and related tax and benefit costs primarily related to Messrs. LaVance and Gifford’s agreement with the Company, effective November 1, 2011, to waive salary due to each of them under their respective employment agreements until the Company is able to raise sufficient capital, a $27,000 decrease in director fees related to the directors’ agreement with the Company, effective November 1, 2011, to waive cash compensation due them until the Company is able to raise sufficient capital and a $13,065 decrease in stock based compensation expense related to stock options granted to employees and directors.
The amount of general and administrative expense to be incurred by us during the fiscal year ending October 31, 2012 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnerships. In the event that we are able to obtain additional capital sufficient to fund our development and marketing of the SCMS, we would expect general and administrative expenses for the fiscal year ending October 31, 2012 to increase as we build the administrative infrastructure necessary to support the development and marketing of the SCMS. If we are unable to obtain additional capital sufficient to fund our development and marketing of the SCMS, we would expect general and administrative expenses for the fiscal year ending October 31, 2012 to decrease as we continue to reduce our operating activities.
Interest Expense. For the three months ended July 31, 2012, interest expense was $6,217, as compared to $6,821 for the three months ended July 31, 2011. The $604, or 9%, decrease in interest expense for the three months ended July 31, 2012 was primarily due to a decrease in interest expense associated with the February 2007 Debentures due to the partial conversion to common stock of certain February 2007 Debentures.
For the nine months ended July 31, 2012, interest expense was $19,349, as compared to $17,141 for the nine months ended July 31, 2011. The $2,208, or 13%, increase in interest expense for the nine months ended July 31, 2012 was primarily due to a $4,428 increase in interest expense associated with the May 2011 Debenture, offset by a $2,236 decrease in interest expense associated with the February 2007 Debentures due to the partial conversion to common stock of certain February 2007 Debentures.
14
Loss on Conversion of Convertible Debentures. For the three and nine months ended July 31, 2012, the Company recognized a loss of $0 and $21,750, respectively, on the conversion of certain February 2007 Convertible Debentures resulting from a reduction in the conversion price.
Net Loss. For the three months ended July 31, 2012, the Company had a net loss of $73,966, or $0.00 per share (basic and diluted), as compared to a net loss of $185,162, or $0.01 per share (basic and diluted), for the three months ended July 31, 2011. The decrease in the net loss was primarily attributable to a $1,390 decrease in research and development expenses and a $108,800 decrease in general and administrative expenses.
For the nine months ended July 31, 2012, the Company had a net loss of $236,091, or $0.01 per share (basic and diluted), as compared to a net loss of $592,983, or $0.02 per share (basic and diluted), for the nine months ended July 31, 2011. The decrease in the net loss was primarily attributable to a $26,851 decrease in research and development expenses and a $353,999 decrease in general and administrative expenses, offset by a $21,750 loss on the conversion of certain February 2007 Debentures.
Liquidity and Capital Resources
As of July 31, 2012, the Company had working capital deficiency of $710,270 and cash on hand of $17,994. The $28,251 decrease in cash on hand from October 31, 2011 was primarily due to the Company’s continuing operating expenses offset by the receipt of $131,979 of gross proceeds related to the Qualified Therapeutic Discovery Project (“QTDP”) grant.
During the past several years, the Company has generally sustained recurring losses and negative cash flows from operations. We currently do not generate any revenue from operations. Our operations most recently have been funded through a combination of the sale of our convertible debentures and common stock and proceeds received from the QTDP grant.
On August 15, 2012, the Company issued an 8% convertible debenture to an institutional investor. The gross proceeds received in connection with this private placement were $100,000.
As of September 17, 2012, our cash position was approximately $86,000. Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately six months from the filing date of this quarterly report on Form 10-Q. We have reduced operating expenses and effective November 1, 2011, the Company’s officers agreed to waive the annual base salary due to them and the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors. The Company has also deferred the payment of $200,000 of accrued compensation due to its officers, deferred the payment of $17,000 to its directors and a former director and deferred certain other vendor payments until the Company secures sufficient additional financing. Our independent registered public accounting firm included an emphasis of a matter paragraph in its report included in our annual report on Form 10-K for the fiscal year ended October 31, 2011, which expressed substantial doubt about our ability to continue as a going concern. Our financial statements included herein do not include any adjustments related to this uncertainty.
15
We currently do not have any lending relationships with commercial banks and do not anticipate establishing such relationships in the foreseeable future due to our limited operations and assets. We believe that our focus should be on obtaining additional capital through the private placement of our securities. We are pursuing potential equity and/or debt investors and have engaged placement agents to assist us in this initiative. While we are pursuing the opportunities and actions described above, there can be no assurance that we will be successful in our efforts. If we are unable to secure additional capital, we will explore other strategic alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial dilution to our stockholders.
Expenditures related to the development of the SCMS are at our discretion. Assuming that we are successful in obtaining additional financing, we estimate that we could potentially spend approximately $1,000,000 related to the development of the SCMS over the twelve month period following the financing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Scivanta is a smaller reporting company and is therefore not required to provide this information.
Item 4. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer), who concluded that the Company’s disclosure controls and procedures are effective. During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Scivanta is a smaller reporting company and is therefore not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Under the Amended and Restated License Agreement (see Note 2), a cash payment of $105,000 was due to Hickey on July 31, 2012. The Company has not paid the $105,000 due to Hickey and, as a result, the Amended and Restated License Agreement can be placed in default by the Licensor in accordance with the default provisions of such agreement. We are currently in discussions with the Licensor regarding an amendment to the Amended and Restated License Agreement to restructure this payment and address other issues.
Item 6. Exhibits
See Index of Exhibits Commencing on Page E-1.
17
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATE: | SCIVANTA MEDICAL CORPORATION | ||
| September 19, 2012 |
By:
|
/s/ David R. LaVance | |
|
David R. LaVance
|
|||
| President and Chief Executive Officer | |||
|
September 19, 2012
|
By:
|
/s/ Thomas S. Gifford | |
|
Thomas S. Gifford
|
|||
|
Executive Vice President,
|
|||
| Chief Financial Officer and Secretary | |||
18
INDEX OF EXHIBITS
|
Exhibit
|
|
Number
|
Description of Exhibit
|
|
3.1
|
Restated Articles of Incorporation of Scivanta Medical Corporation, formerly Medi-Hut Co., Inc. (the “Company”), which was filed in the Office of the Secretary of State of the State of Nevada on January 23, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2007).
|
|
3.2
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2006, filed with the SEC on January 29, 2007).
|
|
4.1
|
Specimen stock certificate representing the Company’s common stock (incorporated by reference to Exhibit 4.1 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2006, filed with the SEC on January 29, 2007).
|
|
4.2
|
Form of Convertible Debenture, dated as of February 1, 2007, issued to the following persons and in the following amounts: Jesse H. Austin, III ($50,000); Andrew O. Whiteman and Gwen C. Whiteman, JTWROS ($25,000); Alan Eicoff ($25,000); Jack W. Cumming ($25,000); Scott C. Withrow ($25,000); Terrence McQuade ($25,000); Steven J. Olsen ($25,000); Robert P. Reynolds ($12,500); Chartwell Partners, LLP ($12,500); and Marc G. Robinson and Joshua Goldfarb ($25,000) (incorporated by reference to Exhibit 4.8 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
|
|
4.3
|
Form of Addendum to Convertible Debenture, dated as of January 31, 2010, issued to the persons set forth in Exhibit 4.2 (incorporated by reference to Exhibit 4.3 to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2009, filed with the SEC on January 29, 2010).
|
|
4.4
|
Form of Addendum to Convertible Debenture, dated as of January 31, 2012, issued to certain persons set forth in Exhibit 4.2 (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2012, filed with the SEC on March 16, 2012).
|
|
4.5
|
8% Convertible Debenture, dated as of May 20, 2011, issued to Zanett Opportunity Fund, Ltd. (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2011, filed with the SEC on June 14, 2011).
|
|
10.1
|
The Company’s 2002 Equity Incentive Plan, adopted and effective January 1, 2002 (incorporated by reference to Exhibit B of the Company’s definitive proxy statement, filed with the SEC on June 10, 2002).
|
|
10.2
|
Sublease Agreement, dated February 1, 2007, between the Company and Century Capital Associates LLC (incorporated by reference to Exhibit 10.14 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
|
E-1
|
Exhibit
|
|
Number
|
Description of Exhibit
|
|
10.3
|
Amended and Restated Technology License Agreement between the Company and The Research Foundation of State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren dated February 14, 2011 (incorporated by reference to Exhibit 10.8 to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2010, filed with the SEC on February 15, 2011).
|
|
10.4
|
Stock Option Agreement and Notice of Grant, dated February 5, 2007, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 500,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.16 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
|
|
10.5
|
Stock Option Agreement and Notice of Grant, dated February 5, 2007, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 500,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.17 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
|
|
10.9
|
Company’s 2007 Equity Incentive Plan, adopted and effective May 31, 2007 (incorporated by reference to Appendix to the Company’s definitive proxy statement, filed with the SEC on April 27, 2007).
|
|
10.10
|
Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.21 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.11
|
Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.22 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.12
|
Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 27,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.23 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
E-2
|
Exhibit
|
|
Number
|
Description of Exhibit
|
|
10.13
|
Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 25,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.24 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.14
|
Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 29,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.25 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.15
|
Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.16
|
Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.27 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
|
|
10.17
|
Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.27 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
|
|
10.18
|
Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.28 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
|
|
10.19
|
Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.23 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).
|
|
10.20
|
Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.24 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).
|
|
10.21
|
Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 250,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.32 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
|
E-3
|
Exhibit
|
|
Number
|
Description of Exhibit
|
|
10.22
|
Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 250,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.33 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
|
|
10.27
|
Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 37,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.34 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
|
|
10.28
|
Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 35,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.35 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
|
|
10.29
|
Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 39,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.36 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
|
|
31.1
|
Section 302 Certification of Chief Executive Officer.
|
|
31.2
|
Section 302 Certification of Chief Financial Officer.
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
E-4