UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
þ |
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
|
|
For the quarterly period ended
December 31, 2009 |
|
|
OR |
|
|
o |
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For
the transition period from ________ to ________
Commission
File Number: 333-88480
|
OHR PHARMACEUTICAL,
INC. |
|
|
(Exact name of
registrant as specified in its charter) |
|
Delaware |
|
13-3709558 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
1245
Brickyard Road, Suite 590
Salt
Lake City, Utah 84106
(Address
of principal executive offices)
(347)
753-4389
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act
Large accelerated
filer |
o |
|
Accelerated
filer |
o |
Non-accelerated
filer
(Do not check if smaller
reporting company)
|
o |
|
Smaller reporting
company |
þ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 35,377,580 shares of Common Stock
outstanding as of February 16, 2010.
OHR
PHARMACEUTICAL, INC.
TABLE
OF CONTENTS
|
|
Page |
PART
I |
FINANCIAL
INFORMATION |
|
|
|
|
Item
1. |
Financial
Statements. |
1 |
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
12 |
Item
3. |
Quantitative and
Qualitative Risk15 |
15 |
Item
4. |
Controls and
Procedures |
15 |
|
|
|
PART
II |
OTHER
INFORMATION |
|
|
|
|
Item
1. |
Legal
Proceedings |
16 |
Item 2. |
Sales of
Unregistered Securities and Use of Proceeds. |
16 |
Item 3. |
Defaults Upon Senior
Securities. |
16 |
Item
4. |
Submission of Matters to a Vote
of Security Holders. |
16 |
Item
5. |
Other
Information |
16 |
Item
6. |
Exhibits |
17 |
PART I FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
INFORMATION
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K/A filed with the SEC on
January 19, 2010. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full
year.
TABLE OF
CONTENTS |
Page |
|
|
Balance Sheets as of
December 31, 2009 (unaudited) and September 30, 2009 |
2 |
|
|
Statements
of Operations for the three month periods ended December
31, 2009 and 2008
(unaudited) |
3 |
|
|
Statement of
Stockholders’ Equity through December 31, 2009 (unaudited) |
4 |
|
|
Statements
of Cash Flows for the three month periods ended December
31, 2009 and 2008 (unaudited) |
5 |
|
|
Notes to Unaudited
Financial Statements |
6 |
OHR
PHARMACEUTICAL, INC
|
|
( A
Development Stage Company)
|
|
Balance
Sheets
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
CURRENT
ASSETS
|
(unaudited)
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
542,881 |
|
|
$ |
345,604 |
|
Prepaid
rent
|
|
|
21,987 |
|
|
|
- |
|
Total
Current Assets
|
|
|
564,868 |
|
|
|
345,604 |
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
Patent
costs
|
|
|
800,000 |
|
|
|
800,000 |
|
Security
deposits
|
|
|
85,025 |
|
|
|
85,025 |
|
Total
Other Assets
|
|
|
885,025 |
|
|
|
885,025 |
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
1,449,893 |
|
|
$ |
1,230,629 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
64,305 |
|
|
$ |
77,399 |
|
Convertible
debenture-short term
|
|
|
251,250 |
|
|
|
180,000 |
|
Accrued
expenses
|
|
|
57,030 |
|
|
|
80,557 |
|
Total
Current Liabilities
|
|
|
372,585 |
|
|
|
337,956 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
Convertible
debenture-long term
|
|
|
55,816 |
|
|
|
279,988 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
428,401 |
|
|
|
617,944 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Preferred
stock, Series B; 10,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
at
$0.0001 par value, 5,583,335 and -0- shares
|
|
|
|
|
|
|
|
|
issued
and outstanding, respectively
|
|
|
558 |
|
|
|
558 |
|
Common
stock; 50,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
at
$0.0001 par value, 32,499,802 and 25,247,006
|
|
|
|
|
|
|
|
|
shares
issued and outstanding, respectively
|
|
|
3,250 |
|
|
|
2,525 |
|
Additional
paid-in capital
|
|
|
23,652,809 |
|
|
|
23,077,972 |
|
Accumulated
deficit
|
|
|
(21,628,748 |
) |
|
|
(21,628,748 |
) |
Deficit
accumulated during the development stage
|
|
|
(1,006,377 |
) |
|
|
(839,622 |
) |
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
1,021,492 |
|
|
|
612,685 |
|
TOTAL
LIABILITIES AND
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
$ |
1,449,893 |
|
|
$ |
1,230,629 |
|
The
accompanying notes are an integral part of these financial statements
OHR
PHARMACEUTICAL,
INC
|
|
(A
Development Stage Company)
|
|
Statements
of Operations
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
From
Inception of
|
|
|
|
|
|
|
|
|
|
the
Development
|
|
|
|
|
|
|
|
|
|
Stage
on
|
|
|
|
|
|
|
|
|
|
October
1,
|
|
|
|
For
the Three Months
|
|
|
2007
Through
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
REVENUES
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
COST
OF SALES
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
GROSS
PROFIT
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
158,503 |
|
|
|
66,442 |
|
|
|
1,758,028 |
|
Total
Operating Expenses
|
|
|
158,503 |
|
|
|
66,442 |
|
|
|
1,758,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
LOSS
|
|
|
(158,503 |
) |
|
|
(66,442 |
) |
|
|
(1,758,028 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME AND EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on foreign currency
|
|
|
- |
|
|
|
- |
|
|
|
2,596 |
|
Interest
income
|
|
|
45 |
|
|
|
- |
|
|
|
45 |
|
Interest
expense
|
|
|
(13,999 |
) |
|
|
- |
|
|
|
(39,796 |
) |
Gain
on settlement of debt
|
|
|
- |
|
|
|
- |
|
|
|
64,443 |
|
Other
income and expense
|
|
|
5,702 |
|
|
|
- |
|
|
|
45,950 |
|
Total
Other Income and Expense
|
|
|
(8,252 |
) |
|
|
- |
|
|
|
73,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
BEFORE
INCOME TAXES
|
|
|
(166,755 |
) |
|
|
(66,442 |
) |
|
|
(1,684,790 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM CONTINUING OPERATIONS
|
|
|
(166,755 |
) |
|
|
(66,442 |
) |
|
|
(1,684,790 |
) |
DISCONTINUED
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from discontinued
|
|
|
|
|
|
|
|
|
|
|
|
|
operations
(including gain on
|
|
|
|
|
|
|
|
|
|
|
|
|
disposal
of $606)
|
|
|
- |
|
|
|
- |
|
|
|
678,413 |
|
Income
tax benefit
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
GAIN
(LOSS) ON
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCONTINUED
OPERATIONS
|
|
|
- |
|
|
|
- |
|
|
|
678,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(166,755 |
) |
|
$ |
(66,442 |
) |
|
$ |
(1,006,377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
INCOME (LOSS) PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
Discontinued
operations
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
|
|
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
WEIGHTED
AVERAGE NUMBER
|
|
|
|
|
|
|
|
|
|
|
|
|
OF
SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
|
26,100,451 |
|
|
$ |
25,247,006 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements
OHR
PHARMACEUTICAL, INC
(A
Development Stage Company)
Statements
of Stockholders' Equity (Deficit)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
During
the
|
|
|
Stockholders'
|
|
|
|
Series
B Preferred Stock
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Development
|
|
|
Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Stage
|
|
|
(Deficit)
|
|
Balance,
September 30, 2007
|
|
|
- |
|
|
$ |
- |
|
|
|
25,247,006 |
|
|
$ |
2,525 |
|
|
$ |
21,363,107 |
|
|
$ |
(21,628,748 |
) |
|
$ |
- |
|
|
$ |
(263,116 |
) |
Fair
value of warrants granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
employees
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
271,484 |
|
|
|
- |
|
|
|
- |
|
|
|
271,484 |
|
Net
income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended
September 30, 2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
24,827 |
|
|
|
24,827 |
|
Balance,
September 30, 2008
|
|
|
- |
|
|
|
- |
|
|
|
25,247,006 |
|
|
|
2,525 |
|
|
|
21,634,591 |
|
|
|
(21,628,748 |
) |
|
|
24,827 |
|
|
|
33,195 |
|
Fair
value of warrants granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
employees
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
411,860 |
|
|
|
- |
|
|
|
- |
|
|
|
411,860 |
|
Preferred
stock issued for cash
|
|
|
5,583,335 |
|
|
|
558 |
|
|
|
- |
|
|
|
- |
|
|
|
348,442 |
|
|
|
- |
|
|
|
- |
|
|
|
349,000 |
|
Warrants
issued for in conjunction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with
preferred stock offering
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
656,000 |
|
|
|
- |
|
|
|
- |
|
|
|
656,000 |
|
Fair
value of warrants granted
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
27,079 |
|
|
|
- |
|
|
|
- |
|
|
|
27,079 |
|
Net
loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended
September 30, 2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(864,449 |
) |
|
|
(864,449 |
) |
Balance,
September 30, 2009
|
|
|
5,583,335 |
|
|
|
558 |
|
|
|
25,247,006 |
|
|
|
2,525 |
|
|
|
23,077,972 |
|
|
|
(21,628,748 |
) |
|
|
(839,622 |
) |
|
|
612,685 |
|
Fair
value of warrants granted
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
88,562 |
|
|
|
- |
|
|
|
- |
|
|
|
88,562 |
|
Exercise
of warrants for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.18 per share
|
|
|
- |
|
|
|
- |
|
|
|
2,705,558 |
|
|
|
270 |
|
|
|
486,730 |
|
|
|
- |
|
|
|
- |
|
|
|
487,000 |
|
Exercise
of cashless warrants
|
|
|
- |
|
|
|
- |
|
|
|
4,547,238 |
|
|
|
455 |
|
|
|
(455 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net
loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended
December 31, 2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(166,755 |
) |
|
|
(166,755 |
) |
Balance,
December 31, 2009
|
|
|
5,583,335 |
|
|
$ |
558 |
|
|
|
32,499,802 |
|
|
$ |
3,250 |
|
|
$ |
23,652,809 |
|
|
$ |
(21,628,748 |
) |
|
$ |
(1,006,377 |
) |
|
$ |
1,021,492 |
|
The
accompanying notes are an integral part of these financial
statements.
|
|
OHR
PHARMACEUTICAL, INC
|
|
(A
Development Stage Company)
|
|
Statements
of Cash Flows
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
From
Inception
|
|
|
|
|
|
|
|
|
|
of
the
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
|
|
|
|
|
|
|
Stage
on
|
|
|
|
|
|
|
|
|
|
October
1,
|
|
|
|
For
the Three Months
|
|
|
2007
Through
|
|
|
|
December
31,
|
|
|
December
31,
|
|
OPERATING
ACTIVITIES
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
Net
income (loss)
|
|
$ |
(166,755 |
) |
|
$ |
(66,442 |
) |
|
$ |
(1,006,377 |
) |
Adjustments
to reconcile net income (loss) to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
used
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
- |
|
|
|
- |
|
|
|
(678,413 |
) |
Fair
value of warrants issued for services
|
|
|
88,562 |
|
|
|
- |
|
|
|
798,985 |
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in prepaid expenses and deposits
|
|
|
(21,987 |
) |
|
|
- |
|
|
|
(21,567 |
) |
Change
in accounts payable and accrued expenses
|
|
|
(36,621 |
) |
|
|
(4,778 |
) |
|
|
(164,088 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(136,801 |
) |
|
|
(71,220 |
) |
|
|
(1,071,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of patents and other intellectual property
|
|
|
- |
|
|
|
- |
|
|
|
(300,000 |
) |
Discontinued
operations
|
|
|
- |
|
|
|
- |
|
|
|
418,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Investing Activities
|
|
|
- |
|
|
|
- |
|
|
|
118,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of preferred stock and warrants
|
|
|
- |
|
|
|
- |
|
|
|
1,005,000 |
|
Cash
proceeds from the exercise of warrants
|
|
|
487,000 |
|
|
|
- |
|
|
|
487,000 |
|
Repayment
of debentures payable
|
|
|
(152,922 |
) |
|
|
- |
|
|
|
(192,934 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
334,078 |
|
|
|
- |
|
|
|
1,299,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
197,277 |
|
|
|
(71,220 |
) |
|
|
345,606 |
|
CASH
AT BEGINNING OF PERIOD
|
|
|
345,604 |
|
|
|
96,000 |
|
|
|
197,275 |
|
CASH
AT END OF PERIOD
|
|
$ |
542,881 |
|
|
$ |
24,780 |
|
|
$ |
542,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
27,165 |
|
|
$ |
- |
|
|
$ |
41,165 |
|
Income
Taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
NON
CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer
of investment for dividends payable
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
186,000 |
|
Purchase
of patents for debenture
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
500,000 |
|
The
accompanying notes are an integral part of these financial
statements.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at December 31, 2009, and for
all periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's September
30, 2009 audited financial statements. The results of operations
statement for the period ended December 31, 2009 is not necessarily indicative
of the operating results for the full year.
NOTE
2 - GOING CONCERN
The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates. Material estimates that could change in the near term are
impairment assessments, fair value of warrants and stock issued under cashless
exercise of warrants.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED
Basic (Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. Common stock equivalents outstanding as of
December 31, 2008 are not included in the computation of Basic (loss) per share
because they would be anti-dilutive.
|
|
For
the
Year
Ended
December
31,
2009
|
|
|
For
the
Year
Ended
December
31,
2008
|
|
Loss
(numerator)
|
|
$ |
(166,755 |
) |
|
$ |
(66,422 |
) |
Shares
(denominator)
|
|
|
26,100,451 |
|
|
|
25,247,006 |
|
Per
share amount
|
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
Impairment of Intangible
Assets
The Company continually monitors events and changes in circumstances that
could indicate carrying amounts of these patent costs may not be recoverable.
When such events or changes in circumstances are present, the Company assesses
the recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future cash
flows. The Company also analyzes the carrying value of these assets
on an annual basis. If the total of the future cash flows is less
than the carrying amount of those assets, the Company recognizes an impairment
loss based on the excess of the carrying amount over the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or the fair value less costs to sell.
Recent Accounting
Pronouncements
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset de-recognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (continued)
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement
167.
In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166.
In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1.
In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15,2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-14 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (continued)
In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
NOTE
4 – PATENT COSTS
Patent
costs represent the capitalized purchase price of assets acquired in the secured
party sale as part of the Company’s previously announced strategy to create a
rollup of undervalued biotechnology companies and assets. As of
December 31, 2009, the Company had purchased $800,000 worth of biotechnology
patents and other intellectual property. In these acquisitions, the
Company used approximately $300,000 in cash and issued a $500,000 convertible
debenture for the remainder of the cost.
NOTE
5 – CONVERTIBLE DEBT
On
March 19, 2009, the Company issued an 11% convertible note in the amount of
$500,000, due June 20, 2011. Under the note, the Company made a $51,250 and
$180,000 payment on June 2, 2009 and December 15, 2009, respectively. Quarterly
payments of $25,000 are due commencing on March 30, 2010, each of which shall be
applied first towards the satisfaction of accrued interest and then towards the
satisfaction of principal. All principal and accrued interest on the notes is
convertible into shares of the Company’s common stock at the election of the
purchasers at any time at the conversion price of $0.40 per share.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
5 – CONVERTIBLE DEBT (CONTINUED)
During
the three months ended December 31, 2009, the Company paid $27,165 in interest
and $152,835 in principal on the convertible debt.
Subsequent
to December 31, 2009, the Company repaid $121,750 of the 11% convertible note on
January 5, 2010 and the Company repaid $129,500 of the 11% convertible note on
January 22, 2010. As a result of these pre-payments the Company is
exempt from all quarterly payments until the June 20, 2011 due
date.
NOTE
6 – CAPITAL STOCK
On June
3, 2009, the Company sold $1,005,000 in securities in a private placement,
comprised of 5,583,335 shares of Series B Convertible Preferred Stock and
11,116,671 Common Stock purchase warrants exercisable at a price of $0.18 per
share.
The
securities have the following voting rights and conversion
features:
Voting
Rights
The
Series B Holders shall be entitled to notice of any shareholders’ meeting and to
vote as a single class with the Common Stock upon any matter submitted for
approval by the holders of Common Stock. Series B Holders shall have
votes equal to the number of shares of Common Stock into which such Series B
Stock is then convertible.
Preference
Upon Liquidation
Upon any
liquidation, dissolution or winding up of the Corporation, each Series B Holder
will be entitled to be paid, before any distribution or payment is made upon any
Junior Securities of the Corporation, an amount in cash equal to the aggregate
Liquidation Value ($0.18) of all shares of Series B Stock held by such holder,
plus accrued dividends, if any.
Conversion
into Common Stock
At any
time any Series B Holder may convert all or any portion of such holder’s shares
of Series B Stock into a number of shares of the Common Stock computed by
multiplying the number of shares to be converted by $0.18 and dividing the
result by the Conversion Price then in effect.
All of
the outstanding shares of Series B stock will be automatically converted into
Common Stock in the event a majority of the outstanding shareholders of Series B
Stock determine to convert all shares of Series B
Stock.
The
initial Conversion Price for the Series B Stock will be $0.18. In
order to prevent dilution of the conversion rights granted under this Section,
the Conversion Price will be subject to adjustment from time to time pursuant to
the agreements of the offering.
OHR
PHARMACEUTICAL, INC.
(A Development Stage
Company)
Notes to
the Financial Statements (Unaudited)
December
31, 2009 and September 30, 2009
NOTE
6 – CAPITAL STOCK (CONTINUED)
Between
October 29, 2009 and December 4, 2009, the Company issued a total of 236,000
warrants for services rendered to the Company. Under ASC 718, the
Company estimates the fair value of each stock award at the grant date by using
the Black-Scholes option pricing model with the following weighted average
assumptions used for the grant of these warrants: dividend yield of zero
percent; expected volatility of 128% and 132%; strike price of $0.50 and $0.60;
risk-free interest rates of 1.35% and expected lives of 5.0 years. The
Company recorded an expense of $88,562 for the quarter ended December 31,
2009.
On
December 15, 2009, investors exercised 5,583,336 warrants via a cashless
exchange for 4,547,238 shares of the Company’s common stock.
Between
December 24, 2009 and December 31, 2009, the Company received $487,000 in cash
in exchange for warrants. The exercise price of these warrants was
$0.18 per share resulting in the Company issuing 2,705,558 shares of common
stock.
NOTE
7 – SUBSEQUENT EVENTS
Between
January 1, 2010 and January 15, 2010, holders of the Company’s warrants
exercised them to purchase 2,877,778 shares of common stock at a price of $0.18
a share, and the Company issued to such holders as an inducement 2,877,778 new 5
year warrants exercisable at $0.55 a share. Such exercise generated proceeds of
approximately $518,000 in cash
During
this same period, the Company also issued 2,705,558 new 5 year warrants
exercisable at $0.55 to warrant holders who exercised their warrants in December
as per the exercise agreement.
In
accordance with ASC 855, management evaluated subsequent events through February
16, 2010. Subsequent to December 31, 2009, the Company had no
additional material subsequent events transpire.
ITEM 2. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain
statements contained in this report, including, without limitation, statements
containing the words “believes,” “anticipates,” “expects,” “intends,” and words
of similar import, constitute “forward-looking statements” as defined in the
Private Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and releases, regarding the
Company’s financial and business prospects. These forward-looking statements are
qualified in their entirety by these cautionary statements, which are being made
pursuant to the provisions of such Act and with the intention of obtaining the
benefits of the “safe harbor” provisions of such Act. The Company cautions
investors that any forward-looking statements it makes are not guarantees of
future performance and that actual results may differ materially from those in
the forward-looking statements. We assume no obligation to update any
forward-looking statements contained in this report, whether as a result of new
information, future events or otherwise. Any investment in our common stock
involves a high degree of risk. For a general discussion of some of
these risks in greater detail, see our “Risk Factors” in the Amendment
No. 2 on Form 10-K/A filed on January 19, 2010 (the “Form
10-K/A”) to the annual report of OHR Pharmaceutical, Inc. (the “Company”)
formerly BBM Holdings, Inc. (“BBM”) for the fiscal year ended September 30, 2009
as filed with the Securities and Exchange Commission.
History
and Recent Events
Ohr
Pharmaceutical, Inc. (“we”,“Ohr”, the “Company” or the “Registrant”) is a
Delaware corporation that was organized on August 4, 2009. On that date,
the predecessor firm, BBM (the successor to Prime Resource, Inc.) completed a
reincorporation merger with its wholly-owned subsidiary, Ohr Pharmaceutical,
Inc., wherein BBM ceased to exist as a separate legal entity. The
reincorporation merger did not result in any material change in our business,
offices, facilities, assets, liabilities, obligations or net worth, or our
directors, officers or employees.
On
March 19, 2009, the Company acquired in a secured party sale all the
patents, related intellectual property, clinical data and other assets related
to AVR118 (also known now as OHR/AVR118). OHR/AVR118 is in an ongoing Phase II
trial for the treatment of cachexia. The Company also exercised its option to
acquire the new technology and early stage pharmaceutical compounds from Dr. S.
Z. Hirshman, who joined the Company as a consultant and Chief Scientific
Advisor.
The
Company acquired OHR/AVR118 and related assets in a secured party sale with
$100,000 in cash and $500,000 principal amount of 11% convertible secured
non-recourse debenture due June 20, 2011 convertible into common
stock at $0.40 per share (the “Convertible Debenture”). The Convertible
Debenture is secured by the acquired assets. The cash portion of the purchase
price was financed by short term loans from an affiliate of Orin Hirschman and
another current shareholder.
On August
19, 2009 the Company completed the acquisition of Squalamine, Trodusquemine and
related compounds from Genaera Liquidating Trust. The Company paid $200,000 in
cash for the compounds.
Products
OHR/AVR118
OHR/AVR118
is currently in a Phase 2 trial at McGill University for the treatment of
cachexia, wasting away associated with AIDS and cancer patients. OHR/AVR118 is a
novel immunomodulator with a singular chemical structure.
OHR/AVR118
is composed of two small peptides, Peptide A, that is 31 amino acids long, and
Peptide B, that is 21 amino acids long. Peptide B is unique in that the
dinucleotide, diadenosine, is covalently attached to serine at position
18
through a phosphodiester bond. OHR/AVR118 is quite stable and has a very
favorable safety profile both in animal toxicity studies and in human clinical
trials.
Squalamine
Squalamine
for the treatment of wet-AMD, known as EVIZONTM, is
a systemic anti-angiogenic therapy with a novel mechanism of action which avoids
the cardiovascular and ophthalmic side effects associated with intraocular
injections of anti-VEGF antibodies.
Ohr also
owns various other compounds in earlier stages of development that it will seek
to develop further.
General
At
present, the Company is a biotechnology rollup company. The OHR/AVR118 and
related assets acquired in the secured party sale and the compounds acquired
from Genaera Liquidating Trust are part of the Company’s previously announced
strategy to create a rollup of undervalued biotechnology companies and assets.
Small biotechnology companies can benefit significantly from being part of a
large diversified biotech company with many promising drugs in various stages of
clinical development.
The
Company has limited core operating expenses as part-time officers and directors
are not paid a salary with the anticipation of future compensation. The Company
also operates from limited physical facilities provided without charge by Mr.
Limpert.
The
Company will continue to incur ongoing operating losses, which are expected to
increase substantially as it funds development of the new pharmaceutical
compounds. In addition, losses will be incurred in paying ongoing reporting
expenses, including legal and accounting expenses, as necessary to maintain the
Company as a public entity, as well as costs while searching for additional
merger and acquisition candidates. No projected date for potential
revenues can be made, and the Company is undercapitalized at present to
completely develop, test and market any pharmaceutical product.
Until the
Company is able to generate significant revenue from its principal operations,
it will remain classified as a development stage company. The Company can give
no future assurance that it will be successful in such efforts or that its
limited operating funds will be adequate to continue the Company as a public
company, nor can there be any assurance of any additional funding being
available to the Company. Our independent accountants have qualified their audit
report by expressing doubt about the Company’s ability to continue as a “going
concern.”
Liquidity
and Sources of Capital
The
liquidity of the Company is extremely limited at the present time in terms of
its ability to pay for development of the new pharmaceutical compounds and
ongoing reporting and minimal operating expenses as previously described. In
addition, not all obligations of the Company have been settled and it is
possible other financial obligations of the Company may occur.
As of
December 31, 2009, the Company had cash of $542,881, and
prepaid expenses of $21,987. We had current liabilities of
$372,585. This translates to total working capital
of $192,283 which means that our cash reserves are not adequate to
fund operations after June 30, 2010. We do not have any source of
revenues as of September 30, 2009 or December 31, 2009 and expect to rely on
additional financing.
The
Company has no present avenues of financing and no present agreements to obtain
interim financing. It will be necessary for the Company to seek private capital
through the sale of additional restricted stock or borrowing either from
principal shareholders or private parties. It does not appear probable that the
Company would be able to obtain financing from any commercial lending source, as
it is presently constituted.
As a
result of the foregoing, the future liquidity of the Company and funding sources
must be considered as tentative and very limited and pose a substantial risk
factor to the ongoing viability of the Company. At present, the Company has no
known or fixed means of alternative or subsequent financing. Our
independent accountants have qualified their audit report by expressing doubt
about the Company’s ability to continue as a “going concern.” See
“Risk Factors” in the Form 10-K/A.
Significant
Subsequent Events
The
Company reports the following significant events occurring after the close of
this reporting quarter ending December 31, 2009:
Between
January 1, 2010 and January 15, 2010, holders of the Company’s warrants
exercised them to purchase 2,877,778 shares of common stock at a price of $0.18
a share, and the Company issued to such holders as an inducement 2,877,778 new 5
year warrants exercisable at $0.55 a share. Such exercise generated proceeds of
approximately $518,000 in cash.
The
Company also issued 2,705,558 new 5 year warrants exercisable at $0.55 to
warrant holders who exercised their warrants in December as per the exercise
agreement.
In
accordance with ASC 855, management evaluated the subsequent events through
February 16, 2010. Subsequent to December 31, 2009, the Company had
no additional material subsequent events transpire.
Three
months ended December 31, 2009 (“2009”) compared to the three months ended
December 31, 2008 (“2008”). Results of operations for the three
months ended December 31, 2009 reflect the following changes from the prior
period.
|
2009
|
2008
|
Increase
(Decrease)
|
Net
Revenues
|
-
|
-
|
-
|
Cost
of Revenues
|
-
|
-
|
-
|
General
& Administrative Expense
|
158,504
|
66,442
|
92,062
|
Other
Income (Expense)
|
(8,252)
|
-
|
8,252
|
Income
(Loss) from Operations
|
(166,755)
|
(66,442)
|
100,313
|
|
|
|
|
Net
Income (Loss)
|
(166,755)
|
(66,442)
|
100,313
|
The
Company had no net revenues from continuing operations in the three months ended
December 31, 2009. The Company’s products are in the development
stage.
The
Company also had no cost of revenue from continuing operations in the three
months ended December 31, 2009.
General
and administrative expenses from continuing operations increased from $66,442 in
the three months ended December, 31, 2008 to $158,503 in 2009 as the Company has
started development of the products that it has acquired over the prior twelve
months. Included in expenses from continuing operations during the three months
ended December 31, 2009 were professional fees of $ 48,370, and the value of
warrants granted for services of $88,562, and insurance expenses of
approximately $ 8,979.
For the
three months ended December 31, 2009, the Company recognized net loss of
$166,755 from continuing operations compared to a loss of $66,442 for the same
period in 2008. Excluding the non cash expense for the value of warrants granted
for services and as part of the most recent round of financing, the net loss
would have been $78,194 for the three month periods ended December 31,
2009.
ITEM 3. QUANTITATIVE
AND QUALITATIVE RICK
Market
risk represents the risk of loss arising from adverse changes in interest rates
and foreign exchange rates. The Company does not have any material
exposure to interest rate or exchange rate risk.
ITEM 4. CONTROLS AND
PROCEDURES
The
Company’s management, including the chief executive officer and chief financial
officer (who are the same person), do not expect that our disclosure controls
and procedures or our internal control over financial reporting will prevent or
detect all errors and all fraud that could occur. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs.
Further, because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part
on certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Disclosure
Controls and Procedures
The
Company’s management, including the chief executive officer and chief financial
officer (who are the same person), is responsible for establishing and
maintaining adequate disclosure controls and procedures, as defined in Exchange
Act Rule 13a-15(e). The Company recognizes the need to segregate the functions
of the chief executive officer and chief financial officer. The Company’s
management, including the chief executive officer and chief financial officer
(who are the same person), has evaluated our disclosure controls and procedures
as of the period ended December 31, 2009 and, due to the unsegregated functions
of the chief executive officer and chief financial officer, has concluded that
they are currently ineffective. The Company plans to install segregated controls
if it is able to obtain additional financing needed to sustain its business
plan. See “Risk Factors” in the Form 10-K/A.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting in
connection with the evaluation required under paragraph (d) of Rule 13a-15 of
the Exchange Act that occurred during the fiscal quarter ended December 31, 2009
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
The
Company is aware that under the rules of the Securities and Exchange Commission,
it will be required to establish a Sarbanes-Oxley (SOX) compliant independent
audit committee, appointment a CFO and develop internal financial review and
operating standards pursuant to SOX § 404.
PART
II OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
Our
management is not aware of any significant litigation, pending or threatened,
that would have a significant adverse effect on our financial position or
results of operations.
ITEM 2. SALES OF
UNREGISTERED SECURITIES AND USE OF PROCEEDS.
On March
19, 2009, the Company sold an 11% convertible senior secured non-recourse
debenture, due June 20, 2011, of the Company with a face value of $500,000 in
reliance on the exemption from registration in Section 4(2) and/or Rule 506
of Regulation D of the Securities Act of 1933.
On June
3, 2009, the Company completed a financing in which the Company sold 5,583,336
series B preferred shares with 11,166,671 warrants attached. Each share of
preferred stock has the same voting rights of common shareholders and has a
conversion feature where series B preferred shares can be converted into common
shares at the conversion rate of 1 to 1. Warrants included in each unit sold
have a 5 year term with a strike price of $0.18. The Company received $1,005,000
in cash in exchange for the units sold.
Between
October 29, 2009 and December 4, 2009, the Company issued a total of
236,000 warrants for services rendered to the Company. These warrants have
expiration dates ranging from 2 to 5 years and exercise prices ranging from
$0.50 to $0.60 cents per share.
On
December 15, 2009, investors exercised 5,583,336 warrants via a cashless
exchange for 4,547,238 shares of the Company’s common stock.
On
January 15, 2010, the Company completed a $1,005,000 financing in which the
Company sold 5,583,336 shares of common stock, with 5,583,336 warrants attached
as inducement to holders of the Series F warrants, who exercised previously held
warrants at $0.18 per warrant. The new warrants have a 5 year expiration period
and are exercisable to purchase common stock at $0.55 per share.
ITEM 3. DEFAULT UPON
SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER
INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number |
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10.15 |
Material
Contract |
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31.1 |
Certification of
Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
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31.2 |
Certification of
Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|
|
32.1 |
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
|
|
|
32.2 |
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 |
Signatures
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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OHR PHARMACEUTICAL, INC. |
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Date
February 16, 2010
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By:
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/s/ Andrew
Limpert |
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Name Andrew
Limpert |
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Title President
and Chief Executive Officer |
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