Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - Tribute Pharmaceuticals Canada Inc. | tbuff_ex321.htm |
| EX-32.2 - CERTIFICATION - Tribute Pharmaceuticals Canada Inc. | tbuff_ex322.htm |
| EX-31.2 - CERTIFICATION - Tribute Pharmaceuticals Canada Inc. | tbuff_ex312.htm |
| EX-31.1 - CERTIFICATION - Tribute Pharmaceuticals Canada Inc. | tbuff_ex311.htm |
| EX-10.37 - LOAN AND SECURITY AGREEMENT - Tribute Pharmaceuticals Canada Inc. | tbuff_ex1037.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One)
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þ
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ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from_______to_______
TRIBUTE PHARMACEUTICALS CANADA INC.
(Exact name of registrant as specified in its charter)
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Ontario, Canada
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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151 Steeles Avenue East, Milton, Ontario, Canada, L9T 1Y1
(Address of principal executive offices) (Zip Code)
(519) 434-1540
(Registrant's telephone number)
(Former Name, Former Address and Former Fiscal Year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Shares, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 (the "Exchange Act") 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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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
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $10,133,335, computed by reference to the closing price of the common stock on June 30, 2012. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of March 11, 2013 the registrant had 50,972,542 shares of Common Stock outstanding.
EXPLANATORY NOTE
Tribute Pharmaceuticals Canada Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend Item 15 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on March 22, 2013 (the “Original Filing”). The purpose of this Amendment No. 1 is to file a revised Exhibit 10.37 to include all schedules and exhibits thereto. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 15, as amended, in its entirety. No other revisions or amendments have been made to Part IV, Item 15 or to any other portion of the Original Filing. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. Currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.
2
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(a)
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List of Documents Filed as a Part of This Report:
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Index to Financial Statements
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F-1
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Report of Independent Registered Public Accounting Firm
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F-2
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Balance Sheets as of December 31, 2012 and 2011
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F-3
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Statement of Changes in Stockholder's Equity (Deficit) for the years ended December 31, 2012 and December 31, 2011
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F-4
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Statement of Operations and Comprehensive Loss for the years ended December 31, 2012 and 2011
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F-5
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Statements of Cash Flows for each of the years ended December 31, 2012 and 2011
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F-6
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Notes to Financial Statements
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F-7 - F-31
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(b)
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Index to Financial Statement Schedules:
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All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or is not applicable or required.
The Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K. The Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.
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Exhibit No.
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Description of Exhibit
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2.1
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Share Purchase Agreement, dated December 1, 2011, between Stellar Pharmaceuticals Inc., Elora Financial Management Inc., Mary-Ann Harris, Rob Harris and Scott Langille (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2013 and incorporated herein by reference).
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3.1
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Articles of Incorporation of the Company (filed as Exhibit 3(i)A to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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3.2
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First Articles of Amendment (filed as Exhibit 3(i)B to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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3.3
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Second Articles of Amendment (filed as Exhibit 3(i)C to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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3.4
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Articles of Amalgamation, effective January 1, 2013, changing the Company’s name from Stellar Pharmaceuticals Inc. to Tribute Pharmaceuticals Canada Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2013 and incorporated herein by reference).
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3.5
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By-Laws of the Company (filed as Exhibit 3(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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3.6
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Specimen Form of Common Share Certificate (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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4.1
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Form of Extension of Expiry Time, dated April 5, 2012 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 12, 2012 and incorporated herein by reference).
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4.2
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Form of Series A/B Warrant, dated February 27, 2013 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 2013 and incorporated herein by reference).
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4.3
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Form of Series A/B Warrant, dated March 5, 2013 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 8, 2013 and incorporated herein by reference).
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4.4
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Form of Series A/B Warrant, dated March 11, 2013 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2013 and incorporated herein by reference).
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4.5
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Secured Promissory Note, dated May 11, 2012 issued to Midcap Funding III, LLC (filed as Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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4.6
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Warrant, dated May 11, 2012 issued to Midcap Funding III, LLC (filed as Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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4.7
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Amended and Restated Secured Promissory Note, dated February 27, 2013 issued to Midcap Funding III, LLC (filed as Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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4.8
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Amended and Restated Warrant, dated February 27, 2013 issued to Midcap Funding III, LLC (filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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3
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10.1
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United States Patent No. 6,083,933 (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.2
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Canadian Patent No. 2,269,260 (filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.3
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Consulting Agreement dated February 21, 2001 between the Company and LMT Financial Inc. (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.4
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Amended Agreement dated January 1, 2004 between the Company and LMT Financial Inc. (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.5
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Amending Consulting Agreement dated December 10, 2004 between the Company & LMT Financial Inc. (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.6
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Option Plan (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.7
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Amendment to Option Plan – 2001 (filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.8
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Amendment to Option Plan – 2004 (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.9
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Amendment to Option Plan – 2005 (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.10
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Uracyst Services Agreement dated October 10, 2003 between the Company and Dalton Chemical Laboratories Inc. (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.11
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Uracyst License (i) and Supply Agreements (ii) dated March 24, 2004 the Company and SJ Pharmaceuticals, Inc. (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.12
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Uracyst License and Supply Agreements dated December 13, 2006 the Company and Watson Pharma, Inc. (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.13
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License Agreement dated December 21, 2001 between the Company and G. Pohl-Boskamp GmbH & Co. (filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.14
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NeoVisc License (i) and Supply Agreements (ii) dated March 24, 2004 between the Company and SJ Pharmaceuticals, Inc. (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.15
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NeoVisc Services Agreement dated April 20, 2004 between the Company and Dalton Chemical Laboratories Inc. (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.16
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Employment Agreement Peter Riehl (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.17
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Executive Employment Agreement, dated January 12, 2011, by and between Stellar Pharmaceuticals Inc. and Janice Clarke (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference).
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10.18
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Settlement Agreement, dated January 17, 2011, by and between Stellar Pharmaceuticals Inc. and Peter Riehl (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference).
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10.19
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Consulting Agreement between the Company and LMT Financial Inc. (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference).
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10.20
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Chinese Patent No. 1758920 B (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference).
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10.21
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Australian Patent No. 10/367,970 B2 (filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference)
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10.22
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United States Patent No. 7,772,210 B2 (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference)
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10.23
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Amendment to Option Plan – 2011 dated June 22, 2011 (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.24
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Japanese Patent No. 4778888 dated July 8, 2011 (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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4
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10.25
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Executive Employment Agreement, effective December 1, 2011, by and between Stellar Pharmaceuticals Inc. and Rob Harris (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on April 12, 2013 and incorporated herein by reference).
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10.26
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Executive Employment Agreement, effective December 1, 2011, by and between Stellar Pharmaceuticals Inc. and Scott Langille (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the Commission on April 12, 2013 and incorporated herein by reference).
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10.27
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Consulting Agreement, effective December 1, 2011, by and between Stellar Pharmaceuticals Inc. and Arnold Tenney (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 11, 2013 and incorporated herein by reference).
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10.28
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Amended and Restated Executive Employment Agreement, effective December 1, 2011, by and between Stellar Pharmaceuticals Inc. and Janice Clarke (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 11, 2013 and incorporated herein by reference).
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10.29
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Loan Agreement, dated June 14, 2010, between Tribute Pharma Canada Inc. and the Bank of Montreal in the amount of CND$500,000 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 11, 2013 and incorporated herein by reference).
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10.30
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Security Agreement, dated June 14, 2010, by Tribute Pharma Canada Inc. in favor of the Bank of Montreal (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 11, 2013 and incorporated herein by reference).
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10.31
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Personal Guarantee, dated June 14, 2010 in favor of the Bank of Montreal by Mary-Ann Harris, Rob Harris and Scott Langille (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed with the Commission on February 11, 2013 and incorporated herein by reference).
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10.32
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Form of Securities Purchase Agreement, dated February 27, 2013 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 2013 and incorporated herein by reference).
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10.32
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Form of Registration Rights Agreement, dated February 27, 2013 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 2013 and incorporated herein by reference).
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10.33
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Form of Securities Purchase Agreement, dated March 7, 2013(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 8, 2013 and incorporated herein by reference).
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10.34
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Form of Registration Rights Agreement, dated March 7, 2013(filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 8, 2013 and incorporated herein by reference).
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10.35
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Form of Securities Purchase Agreement, dated March 11, 2013 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2013 and incorporated herein by reference).
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10.36
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Form of Registration Rights Agreement, dated March 11, 2013 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2013 and incorporated herein by reference).
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Loan and Security Agreement, dated May 11, 2012, by and between Stellar Pharmaceuticals Inc., Tribute Pharma Canada Inc., Tribute Pharmaceuticals Canada Ltd. and Midcap Funding III, LLC. *†
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10.38
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General Security Agreement, dated May 11, 2012, by and between Stellar Pharmaceuticals Inc., and Midcap Funding III, LLC (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the Commission on March 21, 2013 and incorporated herein by reference).
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10.39
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General Security Agreement, dated May 11, 2012, by and between Tribute Pharma Canada Inc.,. and Midcap Funding III, LLC (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.40
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General Security Agreement, dated May 11, 2012, by and between Tribute Pharmaceuticals Canada Ltd. and Midcap Funding III, LLC (filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.41
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Intellectual Property Security Agreement, dated May 11, 2012, by and between Stellar Pharmaceuticals Inc., Tribute Pharma Canada Inc., Tribute Pharmaceuticals Canada Ltd. and Midcap Funding III, LLC (filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.42
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Canadian Collateral Pledge Agreement, dated May 11, 2012, by and between Stellar Pharmaceuticals Inc. and Midcap Funding III, LLC (filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.43
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Confirmation of Security Agreement, dated February 27, 2013, by and between Tribute Pharmaceuticals Canada Inc. and Midcap Funding III, LLC (filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.44
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Confirmation of Intellectual Property Security Agreement, dated February 27, 2013, by and between Tribute Pharmaceuticals Canada Inc. and Midcap Funding III, LLC (filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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10.45
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Termination of Canadian Collateral Pledge Agreement, dated February 27, 2013, by and between Tribute Pharmaceuticals Canada Inc. and Midcap Funding III, LLC (filed as Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference).
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5
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Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act*
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Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act*
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Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Taxonomy Extension Schema Document**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document**
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_____________
* Filed herewith
** Filed as Exhibit 101 to the Company’s Annual Report on Form 10-K filed with the Commission on March 22, 2013 and incorporated herein by reference.
† Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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TRIBUTE PHARMACEUTICALS CANADA INC.
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(Registrant)
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Date: June 5, 2013
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By:
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/s/ Scott Langille
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Scott Langille
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Chief Financial Officer
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