ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
The company was incorporated on December 28, 1994 as a Nevada corporation under the name MT Financial Group, Inc. (“MT Financial”). On May 15, 1997, MT Financial changed its name to Photogen Technologies, Inc. (then subsequently on February 5, 2004 to IMCOR Pharmaceutical Co. to reflect the changed nature of our business to imaging pharmaceuticals). On March 4, 2005, we effected a one-for-twenty reverse split of our common stock and the trading symbol for our common stock changed to “ICRP.” We previously effected a one-for-four reverse split of our common stock in 2002. Unless otherwise indicated, all data (including historical numbers) in this Form 10-KSB reflect the impact of the reverse splits.
We have one FDA approved product, Imagent® (perflexane lipid microspheres), an ultrasound imaging contrast agent that we acquired in June 2003.
As discussed below, we are not currently marketing Imagent or further developing our technologies or manufacturing products using those technologies and, instead, we are implementing a restructuring plan and evaluating our alternatives with respect to efforts to maximize value to the company, and our shareholders and creditors. We will continue to consider as alternatives the sale or license of our remaining assets, a merger or other strategic transaction.
PATENTS
We have twenty issued U.S. patents and four pending U.S. patent applications, which are directed to the composition, manufacture, and use of novel stabilized microbubble compositions used in ultrasound or harmonic ultrasound imaging. Foreign applications directed to the same subject matter are also granted or pending. We also have five issued U.S. patents covering the use of various contrast agents, including Imagent , in harmonic imaging.
We also attempt to protect our proprietary products, processes and other information by relying on trade secret laws and non-disclosure and confidentiality agreements with our employees, consultants, and certain other persons who have access to such products, processes and information. Among other things, these agreements affirm that all inventions conceived by employees are the exclusive property of the company. “IMCOR” is a trademark and Imagent ® is a registered trademark of IMCOR. All other trademarks or trade names used in this registration statement are trademarks or trade names of their respective owners.
of April 14, 2007, approximately 4,970,248 shares of our common stock are “restricted stock” or are beneficially owned by persons who as of March 31, 2007 were affiliates of the company as defined in Rule 144 under the Securities Act. For purposes of this calculation only (and the comparable disclosure on the cover page of this Form 10-KSB) we have assumed that officers, directors, 10% stockholders and that stock held by Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P., other than shares and warrants which are covered by an effective registration statement, would be deemed to be beneficially owned by Jonathan Fleming (a director) (although Mr. Fleming disclaims beneficial ownership of those shares for all other purposes), and that a person beneficially owns stock subject to an option, warrant or convertible instrument that is exercisable or convertible within 60 days from April 14, 2007. A portion of those shares would be eligible for resale by company affiliates and others who have satisfied the requisite holding periods, subject to the volume limitations and other provisions of Rule 144 and applicable law. As of April 14, 2007, we had approximately 1,992,208 shares eligible for sale free of restriction under Rule 144(k) which are not subject to an effective registration statement.
http://www.oxbio.com/
http://www.oxbio.com/team.html
Oxford Bioscience Partners (OBP), established in 1992, is a venture capital firm that provides equity financing and management assistance to emerging, entrepreneurial-driven companies within the life sciences and healthcare sectors. Experienced partners, who bring together deep domain knowledge in life sciences, have established a proven track record of identifying, validating and backing emerging trends and technologies. While willing to consider an investment in a company at almost any stage, OBP brings unique value and expertise to early-stage situations. With approximately $1B of committed capital under management, OBP has invested in over 140 life science companies worldwide, and has successfully leveraged the extensive research, operating, and financial expertise and experience of its team of investment professionals.
Oxford's team of investment professionals has a history of backing leading life science companies, including: SIRNA (acquired by Merck); SOLEXA (acquired by Illumina); ALANTOS (acquired by Amgen); TRUBION (NASDAQ: TRBN); HYPNION (acquired by Eli Lilly); HUMAN GENOME SCIENCES (NASDAQ: HGSI); POWDERMED (acquired by Pfizer); ACADIA (NASDAQ; ACAD); PVT (acquired by Edwards); EXELIXIS (NASDAQ: EXEL); SOSEI (Nikkei: 4565); COHESIVE (acquired by Thermo Fisher); IMPELLA (acquired by Abiomed); STRATAGENE (acquired by Agilent); SANTHERA (SWX:SANN); EXONHIT (EURONEXT: ALEHT); INVERNESS MEDICAL (NYSE: IMA)
Name and Address
of Beneficial Owner(1) Shares of
Common
Stock
Beneficially
Owned(2) Percent of
Class
Outstanding(3)
EXECUTIVE OFFICERS AND DIRECTORS:
Robert A. Ashley -0- *
Richard T. Dean 3,000 (4) *
Jack DeFranco -0- *
Darlene M. Deptula-Hicks, M.B.A. 3,000 (5) *
Jonathan Fleming/Oxford Bioscience
Partners IV L.P.
225 Berkeley St., Suite 1650
Boston, MA 02216 4,790,470 (6) 67.5
Brian M. Gallagher, Ph.D. 75,000 (7) 1.1
Alan D. Watson, Ph.D. 4,750 (8) *
Taffy J. Williams, Ph.D. -0- *
All directors and executive officers as a group--2006 fiscal year (8 persons) 4,876,220 67.9
OTHER SHAREHOLDERS:
Oxford Bioscience Partners IV L.P.
225 Berkeley Street, Suite 1650
Boston, MA 02216 See above.
Financial Information
No Par Share Count: 0 Capital Amount: $ 250,000.00
Par Share Count: 200,000,000.00 Par Share Value: $ 0.001
Par Share Count: 5,000,000.00 Par Share Value: $ 0.01
Estimated Market Cap
69,624.56 as of Dec 26, 2007
Outstanding Shares
6,962,456 as of Nov 18, 2006
Number of Share Holders of Record
145 as of Apr 17, 2007
News 
Market Data 
Discover 
