Attached files
| file | filename |
|---|---|
| EX-31.1 - EX 31.1 - IMMAGE BIOTHERAPEUTICS CORP. | ex-31_1.htm |
| EX-31.2 - EX 31.2 - IMMAGE BIOTHERAPEUTICS CORP. | ex-31_2.htm |
| EX-32.1 - EX 32.1 - IMMAGE BIOTHERAPEUTICS CORP. | ex-32_1.htm |
| EX-32.2 - EX 32.2 - IMMAGE BIOTHERAPEUTICS CORP. | ex-32_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
333-183797
Commission File Number
IMMAGE BIOTHERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 68-0682040 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
105011 Motor City Dr., Ste. 750
Bethesda, MD
|
20817 | |
| (Address of principal executive offices) | (Zip Code) |
(480) 339-0181
(Registrant’s telephone number, including area code)
_______________________________________________________
(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 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. [X] Yes [ ] 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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of February 29, 2016, Immage Biotherapeutics Corp. had 146,744,566 shares of common stock issued and outstanding.
| 3 | |
| 3 | |
| 8 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 13 | |
| 13 | |
| 13 | |
| 14 | |
| 15 |
IMMAGE BIOTHERAPEUTICS CORP.
BALANCE SHEETS
(Unaudited)
|
February 29,
|
August 31,
|
|||||||
|
2016
|
2015
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
327,770
|
$
|
32,678
|
||||
|
Prepaid expenses
|
-
|
904
|
||||||
|
Total Current Assets
|
327,770
|
33,582
|
||||||
|
Equipment, net
|
36,264
|
40,370
|
||||||
|
Intangible assets, net
|
5,690
|
6,214
|
||||||
|
TOTAL ASSETS
|
$
|
369,724
|
$
|
80,166
|
||||
|
|
||||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
16,814
|
$
|
3,493
|
||||
|
Loans from related parties
|
52,767
|
47,909
|
||||||
|
Total Current Liabilities
|
69,581
|
51,402
|
||||||
|
TOTAL LIABILITIES
|
69,581
|
51,402
|
||||||
|
Stockholders' Equity
|
||||||||
|
Common stock: 200,000,000 authorized; $0.001 par value
|
||||||||
|
146,744,566 and 143,744,566 shares issued and outstanding, respectively
|
146,745
|
143,745
|
||||||
|
Common stock subscribed
|
-
|
3,000
|
||||||
|
Additional paid-in capital
|
343,375
|
343,375
|
||||||
|
Subscriptions receivable
|
-
|
(375,000
|
)
|
|||||
|
Accumulated deficit
|
(189,977
|
)
|
(86,356
|
)
|
||||
|
Total Stockholders' Equity
|
300,143
|
28,764
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
369,724
|
$
|
80,166
|
||||
The accompanying notes are an integral part of these unaudited financial statements.
IMMAGE BIOTHERAPEUTICS CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
February 29,
|
February 28,
|
February 29,
|
February 28,
|
|||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
Operating Expenses
|
||||||||||||||||
|
Selling, general and administrative
|
$
|
27,292
|
$
|
845
|
$
|
47,889
|
$
|
2,122
|
||||||||
|
Professional
|
7,628
|
1,000
|
21,057
|
7,890
|
||||||||||||
|
Research and development
|
34,675
|
-
|
34,675
|
-
|
||||||||||||
|
Total operating expenses
|
69,595
|
1,845
|
103,621
|
10,012
|
||||||||||||
|
Net loss
|
$
|
(69,595
|
)
|
$
|
(1,845
|
)
|
$
|
(103,621
|
)
|
$
|
(10,012
|
)
|
||||
|
Basic and dilutive net loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
|
Weighted average number of common shares outstanding
|
143,975,266
|
100,201,045
|
143,860,066
|
100,201,045
|
||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
IMMAGE BIOTHERAPEUTICS CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
|
Six months ended
|
||||||||
|
February 29,
|
February 28,
|
|||||||
|
2016
|
2015
|
|||||||
|
|
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(103,621
|
)
|
$
|
(10,012
|
)
|
||
|
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Amortization and depreciation expense
|
4,630
|
-
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
904
|
-
|
||||||
|
Accounts payable and accrued liabilities
|
13,321
|
7,694
|
||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
(84,766
|
)
|
(2,318
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from promissory note
|
375,000
|
-
|
||||||
|
Borrowings from related parties
|
11,316
|
-
|
||||||
|
Repayments to related parties
|
(6,458
|
)
|
-
|
|||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
379,858
|
-
|
||||||
|
Net increase (decrease) in cash and cash equivalents
|
295,092
|
(2,318
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
32,678
|
2,342
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
327,770
|
$
|
24
|
||||
|
Supplemental cash flow information
|
||||||||
|
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
|
Cash paid for taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-cash transactions:
|
||||||||
|
Cancellation of subscribed common shares
|
$
|
375,000
|
$
|
-
|
||||
|
Revocation of note and issuance of common shares
|
$
|
375,000
|
$
|
-
|
||||
The accompanying notes are an integral part of these unaudited financial statements.
IMMAGE BIOTHERAPEUTICS CORP.
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2016
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
Immage Biotherapeutics (“we”, “our”, the “Company”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31, 2015.
Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 2015 filed with the Securities and Exchange Commission on November 3, 2015.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Research and development
Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the years period ended February 29, 2016 $34,675, were expensed as research and development costs.
NOTE 3 – GOING CONCERN
The Company’s interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $258,189, and accumulated deficit of $189,977. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its operations by way of share issuances and advances from related parties.
NOTE 4 – CAPITAL STOCK
The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.
On June 8, 2015, the Company entered into a subscription agreement with its majority shareholder. Pursuant to the agreement, this shareholder purchased 3,600,000 common shares for $0.125 per share. On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining $375,000 for 3,000,000 subscribed common shares was recorded as subscription receivable as at August 31, 2015. On September 21, 2015, the Company cancelled this transaction and entered into a promissory note with the majority shareholder (see note #5). On January 18, 2016, the Company and the majority shareholder decided to revoke the promissory note of $375,000 dated September 21, 2015. The parties elected that the funds of $375,000 provided by the majority shareholder to the Company would be in satisfaction and completion of the subscription agreement entered into on June 8, 2015. Upon revocation of the promissory note it was agreed upon to issue a total of 3,000,000 shares for the total consideration of $375,000 which was received in October 2015.
As of February 29, 2016, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS
During the period ended February 29, 2016, the Company received an advance of $11,316 from the related parities by the way of loan and repaid $6,458 to the related parties. As at February 29, 2016 and August 31, 2015, the Company was obligated to the related parties, for an unsecured, non-interest bearing demand loan with a balance of $52,767 and $47,909, respectively.
On September 21, 2015, a major shareholder loaned the Company $375,000 by way of a promissory note. The promissory note matures on December 31, 2017, and bears interest at a rate of 2% per annum compounding quarterly. No payments are required until December 31, 2017. During the period ended February 29, 2016, this note was revoked and previous accrued interest was reversed (see Note 4).
NOTE 6 – COMMITMENTS
On December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of $24,000 and annual compensation of $15,000 paid in monthly installments. In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones.
This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
We were incorporated in the State of Nevada as a for profit company on June 21, 2012. We initially intended to sell charcoal made from hard wood for BBQs and restaurants but we did not implement our business model and through the period covered by this report have generated no revenues. On May 21, 2015, we filed Articles of Merger with the Nevada Secretary of State whereby the Company entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The result of which was that we changed our name to “Immage Biotherapeutics Corp.”
On June 4, 2015, we acquired a one hundred percent (100%) interest in a provisional patent application for certain technology known as “MAGE A”, which the Company believes will be converted into a full patent once the in vitro and animal studies are completed. This patent was acquired in exchange for the Company issuing a total of 42,943,521 shares of its common stock.
Our Business
Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.
Immage Biotherapeutics is an early-stage biotechnology company developing novel immunotherapy biologics to treat various cancers. Immage Biotherapeutics’ co-founder, Dr. Anton Dormer, is a leading expert in peptide design and protein development through computational biology, having developed bioinformatics tools for cancer drug development. Co-founder Mr. Mahesh Narayanan is an experienced entrepreneur in the field of biotechnology, leading the business development strategies for Immage Biotherapeutics.
Immunotherapy, which encompasses vaccines, oncolytic viruses, adjuvants, and adoptive t-cell technologies, management believes, could change the entire landscape of oncology. Immage Biotherapeutics will be addressing three challenges that currently exist with immunotherapy:
|
●
|
make the existing therapies more effective;
|
|||
|
●
|
decrease the time it takes to make cancer therapeutics; and
|
|||
|
●
|
reduce the cost of immunotherapy.
|
|||
Immage Biotherapeutics is designed to enhance this market with its small core of key employees, strong outsourced partners, and a large library of marketable products.
Management believes that Immage Biotherapeutics has a method that allows for the rapid development of key cancer immunotherapy candidates that could be licensed to the biotechnology and pharmaceutical industry, giving them opportunity to develop in vitro proven treatments, establishing credibility of our rapid development model.
The Company is proceeding to complete development of its lead pre-IND programs and enter Phase I clinical trials with its first therapeutic candidate.
The Company
Immage Biotherapeutics was formed to develop, market, and license its patented immunotherapy candidate for MAGE A (see below). Since the Company will have a small corporate footprint, management anticipates, but cannot guarantee, profitability is expected within three to four years of full operation. The cancer immunotherapy is proving to be a significant platform from which to launch additional product lines targeting cancers.
Through anticipated various agreements with the biotechnology and pharmaceutical industry, Immage Biotherapeutics, will, we contend, be able to accelerate its entry into the immunotherapy development market. The Company will make a point of aggressively protecting its intellectual property, which is the foundation of the Company. With the use of proven bioinformatics tools, and the candidates constructed, Immage Biotherapeutics will be able to enter the immunotherapy market via licensed agreements and research drug development contracts.
MAGE A (Melanoma Cancer/Testis Antigen)
MAGE-A (melanoma-associated antigen-A) gene was originally thought to be silent proteins in normal adult tissue, but is actually expressed in various tumors. The presence of these antigens on tumor cells has been associated with worse prognosis, such as shorter survival rate in cancer patients.
We have determined that (MAGE)-A-derived peptides and small proteins elicit a strong in vitro T-cell response against tumor cells. MAGE-A transcripts are more frequently expressed in breast and prostate carcinomas that can be recognized by autologous CTLs on the surface of tumor cells in association with various classical HLA (human leukocyte antigen) molecules. The HLA system is the locus of genes that encode for proteins on the surface of cells that are responsible for regulation of the immune system in humans.
Because the MAGE-A genes are expressed in a variety of malignant tissues and absent in normal tissues other than the placenta and testis, their tumor-associated expression fusion proteins provide potential implications as targets for active immunotherapy. While the actual functions of these proteins are unknown, specific immunotherapies have already been initiated in melanoma patients by other parties.
Intellectual Property
Immage Biotherapeutics has a provisional patent application for its MAGE A candidate which, we believe, will be converted to a full patent once the in vitro and animal studies are complete. The drug is the result of nearly a decade of significant discovery and development work within the industry.
The Company’s researchers continue to work on this target, enabling continuity of innovation and promoting rapid progress going forward. Immage Biotherapeutics believes there is a strong possibility that new discoveries made by our scientific team and collaborators will be subject to patent protection. In addition to patent protection, Immage Biotherapeutics replies upon proprietary know-how, trade secret rules and regulations, and continuing technological advances to enhance and maintain its competitive position.
Therapeutic and Immuno-adjuvant Product Development Programs
Immage Biotherapeutics management plans to focus first on the development of immunotherapy for breast cancer. Immage Biotherapeutics will rely on publicly-raised financing, product sales, interest income, and corporate partnerships to fund its operations and capital expenditures.
The Company’s business focus will be the following areas:
|
●
|
Developing a fusion/hybrid antigen cancer vaccine that would not only be HLA free, but also be effective to all the isomers associated with MAGE A, from 1 to 11.
|
|
●
|
The identification and development of immunotherapy candidates from our Intellectual Property library for the preparation for human clinical trials using a novel viral vector construct.
|
Marketing and Sales Plan
Immage Biotherapeutics management will create licensing and contract research agreements with established pharmaceutical and biotechnology companies, which are looking for novel cancer therapeutics. Immage Biotherapeutics, we contend, will be able to accelerate its entry into the cancer market. Our breast cancer therapeutic will be a first-to-market drug for immunotherapy.
Management and Organization
We contend that Immage Biotherapeutics ’s management team brings with it the ability to design in vitro trials in coordination with our outsourced partners, monitor the trials, raise necessary funding, and develop new technologies through cutting-edge research and development. In addition, the members of the management team have experience in setting up the necessary infrastructure for early-stage companies that will ultimately make them successful. In the case of Immage Biotherapeutics, we believe both the advisory board and board of directors are exceptional individuals in their respective fields.
Current Undertakings
Immage Biotherapeutics is currently proceeding to:
|
●
|
Develop, characterize, and scale production of a IMT-001 (Immagene ®), a hybrid/fusion protein vaccine for MAGE A;
|
|
|
●
|
Complete pre-IND work for IMT-001;
|
|
|
●
|
Ramp business development efforts aimed at securing strategic partnerships, alliances, and licensees.
|
|
Immage Biotherapeutics’ Company History
Therefore, the Company intends to enter agreements with drug development partners that are interested in cutting edge immunotherapies products. Company operations will be designed to increase revenues and maintenance of operating expenses. The Company's management intends to aggressively protect its intellectual property, not only the peptide immunotherapies formulations, but also its trade names. With the peptide immunotherapies formulation, Immage Biotherapeutics will be able to enter the immunotherapies markets and focus on early licensing of our products.
Results of Operations
For the Three Months Ended February 29, 2016 and 2015:
For the three-month period ended February 29, 2016 we had no revenue. Expenses for the three-month period ended February 29, 2016, totaled $69,595 resulting in a net loss of $69,595 as compared to a net loss of $1,845 for the three months ended February 29, 2015. The increase in net loss for the three-month period ended February 29, 2016, is a result of professional fees in the amount of $7,628 and office and general expense of $27,292 as compared to professional fees in the amount of $1,000 and office and general expense of $845 for the three-month period ended February 29, 2015. Our professional fees and selling, general and administrative increased due to the activity involved in acquiring our intellectual property.
Capital Resources and Liquidity
Our auditors have issued a "going concern" opinion, relative to our annual financial statements for the fiscal year ended August 31, 2015, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. At that time, the Company did not have a source of revenue or assets sufficient to cover its operating costs. However, since that time we raised: (a) $375,000 in proceeds from debt financing; and (b) $1,600 from borrowings from a related party. As of February 29, 2016, we have a total of $327,770 in current assets, which we believe will be sufficient to meet our operating expenses for the next twelve (12) months.
As of February 29, 2016, we had $327,770 in cash as compared to $32,678 in cash at August 31, 2015. Prior to February 29, 2016, the Company received $375,000 proceeds from the issuance of a promissory note to a related party. This note was revoked and shares were issued for the proceeds as detailed above and below in this report. During the period ended February 29, 2016, the Company also received a loan from related parties in the amount of $11,316 and $6,458 of such loan was repaid during the quarter ended February 29, 2016.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Resources and Liquidity, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
Reports to Security Holders
We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC"). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.
The public may read and copy any materials we file with the Securities and Exchange Commission ("SEC"). at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended February 29, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
On January 18, 2016, the Company and Coventry International Limited, a Hong Kong corporation (“Coventry”), decide to revoke the promissory note of $375,000 dated September 21, 2015, that the Company issued to Coventry (the “Note”). The parties elected that the funds of $375,000 provided by Coventry to the Company would be in satisfaction and completion of that certain Subscription Agreement entered into by and between the Company and Coventry on or about June 10, 2015 (the “Subscription Agreement”), whereby Coventry agreed to purchase a total of 3.6 million shares of the Company’s common stock at a price of $0.125 per share or a total subscription price of $450,000. Per the terms of such Subscription Agreement, Coventry paid $75,000 to the Company on June 22, 2015. The remaining $375,000 was to be provided Coventry to the Company upon the earlier of: (a) sixty days from the date of the Subscription Agreement; and (b) the Company’s acquisition of a fifty-on percent (51%) interest in the MAGE-A technology from PepVax Inc.
Prior to the payment of the remaining $375,000 by Coventry, the parties agreed that such payment would be in the form of a loan to the Company and the Company issued the Note. On January 18, 2016, the parties agreed to revoke the Note and agreed that a total of 3.6 million shares would be issued to Coventry for the total consideration of $450,000
Issuer Purchases of Equity Securities
There were no repurchases of common stock for the quarter ended February 29, 2016.
None.
Not applicable.
None.
|
3.1
|
Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.
|
|
|
3.2
|
Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.
|
|
|
10.1
|
Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax, Inc., dated June 4, 2015. *
|
|
|
10.2
|
Subscription Agreement between Immage Biotherapeutics Corp. and Coventry International Limited, a Hong Kong corporation, dated July 10, 2015.
|
|
|
31.1
|
||
|
31.2
|
||
|
32.1
|
||
|
32.2
|
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Immage Biotherapeutics Corp.
(Registrant)
| Date: April 14, 2016 | By: /s/ Zhi Cong Mou |
| Zhi Cong Mou | |
| President and Director | |
| Principal and Executive Officer |
| Date: April 14, 2016 | By: /s/ Elton F. Norman |
| Elton F. Norman | |
| Chief Financial Officer and Director | |
| Principal Financial Officer |
15