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So DEFORM (TM) is the Kleenex of in-process geometrics!
Thanks.
Minding
Brokerage Firm Focus: Rockwell Medical, Inc. (NASDAQ:RMTI)
APR 28, 2015 Markets Staff
On a consensus basis, Street analysts are expecting Rockwell Medical, Inc. (NASDAQ:RMTI) to report earnings per share of $-0.1 for the quarter ending 2015-03-31. The company is next slated to report quarterly earnings on or around 2015-05-11. Rockwell Medical, Inc. (NASDAQ:RMTI) last reported quarterly EPS of $-0.14 for the quarter ended 2014-12-31 on 2015–0-2-26. This number was $-0.08 away from what analysts were expecting, resulting in a surprise factor of -133.33%.
There are 5 covering research analysts that have issued an anticipated price level where they predict the stock will reach within the next year. The consensus target for these analysts sits at $16 for Rockwell Medical, Inc.. The highest analyst target sees the stock at $26 within the year. The lowest analyst target sees the stock at $4 over the same time period.
Wall Street analysts have a mean estimate for long-term growth of $25 on the stock. When looking at the three months ago number, they had a long-term growth mean estimate of $25 on the company.
Placing analyst ratings on a recommendation scale, Rockwell Medical, Inc. has a mean rating of 1.8. Using this scale, a one would represent a Strong Buy recommendation and a five would represent a Strong Sell recommendation. There are 5 broker recommendations that this rating is based on.
Profile
Rockwell Medical, Inc., formerly Rockwell Medical Technologies, Inc., manufactures hemodialysis concentrate solutions and dialysis kits, and it sells, distributes and delivers these and other ancillary hemodialysis products primarily to hemodialysis providers in the United States, as well as internationally primarily in Asia, Latin America and Europe. Hemodialysis duplicates kidney function in patients with failing kidneys also known as End Stage Renal Disease (ESRD). ESRD is an advanced-stage of chronic kidney disease (CKD) characterized by the irreversible loss of kidney function. Its dialysis solutions (also known as dialysate) are used to maintain life, removing toxins and replacing nutrients in the dialysis patient’s bloodstream. As of December 31, 2011, it was licensed and was developing renal drug therapies. During the year ended December 31, 2011, it acquired an abbreviated new drug application (ANDA) for a generic version of an intravenous Vitamin-D analogue, calcitriol.
From http://www.themarketsdaily.com/brokerage-firm-focus-rockwell-medical-inc-nasdaqrmti/13267/
Use Options For a Chance To Buy RMTI at a 30% Discount
By BNK Invest, April 28, 2015, 11:45:24 AM EDT AAA
Vote up Comment More Sharing ServicesShare|Share on facebookShare on twitterShare on emailShare on print Subscribe
Looking back to 160 days ago, Rockwell Medical, Inc (Symbol: RMTI) priced a 6,500,000 share secondary stock offering at $9.00 per share. Buyers in that offering made a considerable investment into the company, expecting that their investment would go up over the course of time and based on early trading on Tuesday, the stock is now 9.3% above the offering price.
Investors who did not participate in the offering but would be a buyer of RMTI at a cheaper price, might benefit from considering selling puts among the alternative strategies at their disposal. One interesting put contract in particular, is the November put at the $8 strike, which has a bid at the time of this writing of 85 cents. That would result in a cost basis of $7.15 per share before broker commissions in the scenario where the contract is exercised. If the contract is never exercised, the put seller would still keep the premium, which represents a 10.6% return against the $8.00 purchase commitment, or a 18.8% annualized rate of return (at Stock Options Channel we call this the YieldBoost ).
Secondaries can often present buying opportunities for bullish investors interested in purchasing shares, because the sudden extra supply of stock tends to require that the offering be priced at an attractive discount to where the stock had previously been trading before the offering announcement. That can also introduce near-term volatility which improves the premiums a put seller can achieve. Selling a put does not give an investor access to RMTI's upside potential the way owning shares would, because the put seller only ends up owning shares in the scenario where the contract is exercised. The chart below shows the one year performance of RMTI shares, versus its 200 day moving average:
Rockwell Medical, Inc Chart
Looking at the chart above, RMTI's low point in its 52 week range is $8.10 per share, with $12.47 as the 52 week high point - that compares with a last trade of $10.19.
RMTI makes up 1.63% of the SPDR S&P Health Care Equipment ETF (Symbol: XHE)
Read more: http://www.nasdaq.com/article/use-options-for-a-chance-to-buy-rmti-at-a-30-discount-cm470250#ixzz3YhSpHsHY
Unless one stays on top of this board daily, the number of messages becomes astronomical. I follow too many stocks to read them all. So I'd like to ask two questions that perhaps have been discussed but given iHub's search limitations I remain unclear about the answers:
Since Q1 has come and gone, is there a new target date for DEFORM's release?
On the CC there was no attempt to estimate when the ANALYTICS component would be released. My understanding is that, while they are working on the software, they can't put it into serious testing until they have data from DEFORM. Therefore they can't estimate a delivery date. Is that essentially correct?
My thanks to all.
Kind regards,
Minding
Did GE use the word DEFORM generically? Isn't it a TM of Sigma?
Kind regards,
Minding
Wow. I guess I have to take your suggestion to look at it seriously this weekend.
As for amounts invested, I decide based on %s of invested monies and total monies for individual accts and total portfolio. If my confidence increases in an investment, I will consider increasing the % beyond a 'full' position.
I could be tempted by MNOV, but have a comfortable amount.
As much confidence in MNOV as you have in CTIX?
I am not fooled by your modesty.
Well done!
MNOV looks to be firming up above 3.80 and I'm getting interested. At this point, it seems to be all about soon-to-be-released research results.
Kind regards,
Minding
My suspicion is it won't drop below .60, but the length of time defined in this transaction, by my read, is 14 months more. If an appropriate measure is to add up the volume beginning four days ago until it equals the number of shares involved, it'll be awhile. I'm not positive I'm reading the situation correctly and welcome other explanations.
Kind regards,
Minding
And more. This is a reselling of shares -- A number of funds are selling their shares as a part of this offering (see below). 25,687,128 shares, 16,413,796 are issuable upon exercise of warrants.
NBY doesn't benefit from the sale of these shares but does from the warrants.
"Each unit comprises one share of our common stock, a warrant with a 5-year term to purchase three-fourths of a share of our common stock and a warrant with a 15-month term to purchase one share of our common stock, for an aggregate purchase price of $4,928,999.20."
Impact of the warrants will be completed over the next 14 months (since this began at the start of March.)
Kind regards,
Minding
==============
From http://ih.advfn.com/p.php?pid=nmona&article=66510767&xref=newsalert
PROSPECTUS
25,687,128 Shares
Common Stock
____________________________
This prospectus relates to the disposition from time to time of up to 25,687,128 shares of our common stock, which includes 16,413,796 shares of our common stock issuable upon the exercise of warrants. We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of shares by the Selling Securityholders. We provide more information about the Selling Securityholders in the section entitled “Selling Securityholders” on page 2.
The Selling Securityholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell their shares of common stock in the section entitled “Plan of Distribution” on page 5 of this prospectus. We will not be paying any underwriting discounts or commissions with this offering.
Our common stock is traded on the NYSE MKT under the symbol “NBY.” On April 20, 2015, the reported closing price of the common stock was $0.87 per share.
____________________________
An investment in shares offered hereby involves a high degree of risk. You should review carefully the risks and uncertainties incorporated by reference herein under the heading “Risk Factors” on page 2 of this prospectus, and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
____________________________
The date of this prospectus is April 21, 2015.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
i
PROSPECTUS SUMMARY
1
RISK FACTORS
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
2
USE OF PROCEEDS
2
SELLING SECURITYHOLDERS
2
PLAN OF DISTRIBUTION
5
VALIDITY OF SECURITIES
7
EXPERTS
7
WHERE YOU CAN FIND MORE INFORMATION
7
INCORPORATION BY REFERENCE
7
____________________________
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using the “shelf” registration process. Under this process, the Selling Securityholders may from time to time, in one or more offerings, sell the common stock described in this prospectus.
You should rely only on the information contained in or incorporated by reference into this prospectus (as supplemented and amended). We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. This document may only be used where it is legal to sell these securities. The information contained in this prospectus (and in any supplement or amendment to this prospectus) is accurate only as of the date on the front of the document, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since those dates.
We urge you to read carefully this prospectus (as supplemented and amended), together with the information incorporated herein by reference as described under the heading “Incorporation by Reference” before deciding whether to invest in any of the common stock being offered.
i
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus (as supplemented and amended), including the financial data and related notes, risk factors and other information incorporated by reference in this prospectus, before making an investment decision. Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to “NovaBay,” “the company,” “we,” “us,” “our” or similar references mean NovaBay Pharmaceuticals, Inc.
NovaBay Pharmaceuticals, Inc.
NovaBay Pharmaceuticals, Inc. is a biopharmaceutical company focused on addressing the unmet therapeutic needs of the global, topical anti-infective market with two distinct product categories: (1) our three commercial products containing Neutrox™ (our proprietary, manufactured pure hypochlorous acid solution), namely, Avenova™ (previously known as i-Lid Cleanser) for the eye care market, NeutroPhase® for wound care, and CelleRx™ for the dermatology market; and (2) our clinical stage Aganocide® compounds.
We were incorporated under the laws of the State of California on January 19, 2000, as NovaCal Pharmaceuticals, Inc., and subsequently changed our name to NovaBay Pharmaceuticals, Inc. In June 2010, we changed the state in which we are incorporated, which we refer to as the Reincorporation, and are now incorporated under the laws of the State of Delaware. All references to “we,” “us,” “our,” or “the Company” herein refer to the California corporation prior to the date of the Reincorporation, and to the Delaware corporation on and after the date of the Reincorporation.
NovaBay®, NovaBay Pharma®, AvenovaTM, NeutroPhase®, CellerRx®, AgaNase®, Aganocide®, AgaDerm®, Neutrox™ and Going Beyond AntibioticsTM are trademarks of NovaBay Pharmaceuticals, Inc. All other trademarks and trade names are the property of their respective owners. For further information regarding us and our financial information, you should refer to our recent filings with the Securities and Exchange Commission (the “SEC”). See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
The Offering
This prospectus relates to the resale by the Selling Securityholders listed in this prospectus of up to 25,687,128 shares of our common stock, 16,413,796 shares of which are issuable upon the exercise of warrants held by the Selling Securityholders. Our common stock is currently listed on The NYSE MKT under the symbol “NBY.” All of the shares, if sold, will be sold by the Selling Securityholders. Such Selling Securityholders may sell their shares of our common stock from time to time at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices. We will not receive any of the proceeds from the sale of the shares by the Selling Securityholders. In the case, however, of warrants issued to the Selling Securityholders on March 6, 2015, upon a cash exercise of the warrants by the Selling Securityholders, we will receive, for each share of common stock exercised, the exercise price of $0.60 for short-term warrants and $0.65 for long-term warrants. If the warrants are exercised in a cashless exercise, we will not receive any proceeds from the exercise of the warrants.
1
RISK FACTORS
An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should consider carefully the specific risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, which are incorporated in this prospectus by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any prospectus supplement hereto. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our product candidates, market opportunities, competition, strategies, anticipated trends and challenges in our business and the markets in which we operate, and anticipated expenses and capital requirements. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “future,” “intend,” or “certain” or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Our actual results may differ materially from the results expressed or implied by these forward-looking statements because of the risk factors and other factors disclosed in this prospectus and documents incorporated by reference. The risk factors may not be all of the factors that could cause actual results to vary materially from the forward-looking statements. The forward-looking statements made or incorporated in this prospectus relate only to circumstances as of the date on which the statements are made. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of our common stock by the Selling Securityholders pursuant to this prospectus. A portion of the shares covered by this prospectus are issuable upon exercise of the warrants to purchase our common stock. Upon any exercise of the warrants for cash, the Selling Securityholders would pay us the exercise price of the warrants. The cash exercise price of the short-term warrants (9,273,322 shares) and the long-term warrants (7,140,464 shares) is $0.60 and $0.65, respectively, per share of our common stock. Under certain conditions set forth in the warrants, the warrants are exercisable on a cashless basis. If the warrants are exercised on a cashless basis, we would not receive any cash payment from the Selling Securityholders upon any exercise of the warrants.
SELLING SECURITYHOLDERS
On March 3, 2015, we entered into a definitive securities purchase agreement with the Selling Securityholders, pursuant to which we issued and sold an aggregate of 9,273,332 immediately separable units. Each unit comprises one share of our common stock, a warrant with a 5-year term to purchase three-fourths of a share of our common stock and a warrant with a 15-month term to purchase one share of our common stock, for an aggregate purchase price of $4,928,999.20. On March 6, 2015, we entered into a registration rights agreement with the Selling Securityholders, pursuant to which we agreed to file the registration statement, of which this prospectus is a part, to cover the resale of the shares issued to the Selling Securityholders, and to keep such registration statement effective until the earlier of the date (i) on which all of the 25,687,128 shares registered for resale have been sold under this registration statement or pursuant to Rule 144 under the Securities Act, or Rule 144, or (ii) on the date that all of the 25,687,128 shares can be sold publicly without restriction or limitation under Rule 144.
2
We are registering the resale of the shares issued pursuant to the registration right agreement to permit each of the Selling Securityholders identified below, or their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of the shares in the manner contemplated under “Plan of Distribution” in this prospectus (as may be supplemented and amended). This prospectus covers the sale or other disposition by the Selling Securityholders of up to the total number of shares of common stock issued to the Selling Securityholders pursuant to the securities purchase agreement. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the Selling Securityholders, we are referring to the shares issued to the Selling Securityholders pursuant to the securities purchase agreement, and when we refer to the Selling Securityholders in this prospectus, we are referring to the purchasers under the securities purchase agreement and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
The Selling Securityholders may sell some, all or none of their shares. We do not know how long the Selling Securityholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Securityholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the Selling Securityholders.
The following table sets forth the name of each Selling Securityholder, the number and percentage of our common stock beneficially owned by the Selling Securityholders as of March 20, 2015, the number of shares that may be offered under this prospectus, and the number and percentage of our common stock beneficially owned by the Selling Securityholders assuming all of the shares covered hereby are sold. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. In this regard, solely for purposes of the following table, we have assumed that the Warrants will be exercisable for shares our common stock within 60 days of March 20, 2015, even though the Warrants are not exercisable until September 6, 2015.
All information contained in the table below and the footnotes thereto is based upon information provided to us by the Selling Securityholders. The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all shares being offered by the Selling Securityholders under this prospectus. The percentage of shares owned prior to and after the offering is based on 62,130,261 shares of common stock outstanding as of March 25, 2015. Unless otherwise indicated in the footnotes to this table, we believe that each of the Selling Securityholders named in this table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned.
The following table sets forth:
?
the name of each of the Selling Securityholders;
?
the number of shares of our common stock owned by each such Selling Securityholder prior to this offering;
?
the number of shares of our common stock being offered pursuant to this prospectus;
?
the number of shares of our common stock owned upon completion of this offering; and
?
the percentage (if one percent or more) of common stock owned by each such Selling Securityholder after this offering.
3
Name of Selling Securityholder
Shares of Common Stock Owned Prior to Offering(1)
Shares of Common Stock Being Offered
Shares of Common Stock Owned After Offering
% of Common Stock After Offering
Brio Capital Master Fund Ltd.
1,925,000
1,925,000(2)
0
0
Anson Investments Master Fund LP
2,750,000
2,750,000(3)
0
0
Equitec Specialists, LLC
1,650,000
1,650,000(4)
0
0
Pioneer Pharma (Singapore) Pte. Ltd.
14,236,312
7,122,500(5)
7,113,812
11.5%
Alpha Capital Anstalt
1,375,000
1,375,000(6)
0
0
Lincoln Park Capital Fund, LLC
2,750,000
2,750,000(7)
0
0
Ellis International LP
825,000
825,000(8)
0
0
Iroquois Master Fund Ltd.
2,280,000
1,100,000(9)
1,180,000
1.9%
Iroquois Capital Investment Group LLC
412,500
412,500(10)
0
0
Capital Ventures International
1,100,000
1,100,000(11)
0
0
BMO Nesbitt Burns Inc
825,000
825,000(12)
0
0
Mark M. Sieczkarek
488,131
458,331(13)
29,800
*
Otto Revocable Trust
2,750,000
2,750,000(14)
0
0
Najafi Family Trust, dated September 13, 2006
3,683,331
458,331(15)
3,225,000
5.2%
Maxim Partners LLC
185,466
185,466 (16)
0
0
*Percent of common stock after offering is less than 1%.
__________________
(1)
Includes shares of common stock issuable upon exercise of warrants. For the purposes hereof, we assume the issuance of all such shares pursuant to a cash exercise.
(2)
Consists of 1,225,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 700,000 shares of common stock owned by the Selling Securityholder.
(3)
Consists of 1,750,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 1,000,000 shares of common stock owned by the Selling Securityholder.
(4)
Consists of 1,050,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 600,000 shares of common stock owned by the Selling Securityholder. Equitec Group, LLC as the sole manager of Equitec Specialists, LLC, has voting control and investment discretion over 50% of the securities reported herein held by Equitec. Dan Asher, a Member of Equitec Group, LLC, also has voting control and investment discretion over such securities. As a result, Equitec Group, LLC and Dan Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of such securities. Equitec is an affiliate of a broker-dealer. Equitec acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares and warrants described herein, Equitec did not have any arrangements or understandings with any person to distribute such securities. Cranshire Capital Investments LLC (“Cranshire”) has voting control and investment discretion over 50% of the securities reported herein held by Equitec Specialists, LLC. Mitchell P. Kopin (“Mr. Kopin”), the sole manager of Cranshire and the sole trustee of The Mitchell P. Kopin Revocable Trust (the “Trust”), which is the sole member of Cranshire, also has voting control and investment discretion over such securities. As a result, each of Mr. Kopin, the Trust and Cranshire may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of such securities.
(5)
Consists of 4,532,500 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 2,590,000 shares of common stock owned by the Selling Securityholder.
(6)
Consists of 875,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 500,000 shares of common stock owned by the Selling Securityholder.
(7)
Consists of 1,750,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 1,000,000 shares of common stock owned by the Selling Securityholder.
(8)
Consists of 525,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 300,000 shares of common stock owned by the Selling Securityholder.
(9)
Consists of 700,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 400,000 shares of common stock owned by the Selling Securityholder. Iroquois Capital management L.L.C. (“Iroquois Capital”) is the investment manager of Iroquois master Fuld LTD (“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by IMF.
(10)
Consists of 262,500 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 150,000 shares of common stock owned by the Selling Securityholder.
(11)
Consists of 700,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 400,000 shares of common stock owned by the Selling Securityholder. Heights Capital Management, Inc., the authorized agent of Capital Ventures International (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares.
(12)
Consists of 525,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 300,000 shares of common stock owned by the Selling Securityholder.
4
(13)
Consists of 291,665 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 166,666 shares of common stock owned by the Selling Securityholder.
(14)
Consists of 1,750,000 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder and 1,000,000 shares of common stock owned by the Selling Securityholder.
(15)
Consists of 291,665 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder, and 166,666 shares of common stock owned by the Selling Securityholder.
(16)
Consists of 185,466 shares of common stock issuable upon the exercise of warrants held by the Selling Securityholder.
Relationships with the Selling Securityholders
Affiliates of NovaBay
Set forth below is information with respect to the positions or offices the Selling Securityholders or their affiliates or associates have or have had with us during the past three years:
?
Pioneer Pharma (Singapore) Pte. Ltd., which entity is currently our largest stockholder, and a distributor of our NeutroPhase product in Asia.
?
Ramin Najafi is our Chief Executive Officer and also serves as the Chairman of our Board of Directors.
?
Mark Sieczkarek is a member of our board of directors.
?
Maxim Partners LLC is an affiliate of Maxim Group LLC, which entity was the sales agent for the sale of the securities being registered under this registration statement.
PLAN OF DISTRIBUTION
The Company is registering the shares of its common stock offered pursuant to the Registration Statement and related prospectus, or the Prospectus, on behalf of the Selling Securityholders. The Selling Securityholders, which term as used herein includes pledgees, donees, transferees or other successors-in-interest selling shares received from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer after the date of the Prospectus, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Securityholders will pay any brokerage commissions and similar selling expenses attributable to the sale of the shares. The Company will pay other expenses relating to the preparation, updating and filing of the Registration Statement. The Company will not receive any of the proceeds from the sale of the shares by the Selling Securityholders. In the case, however, of warrants issued to the Selling Securityholders on March 6, 2015, upon a cash exercise of the short-term warrants and the long-term warrants by the Selling Securityholders, the Company will receive the exercise price of $0.60 and $0.65, respectively, per share of its common stock exercised. If the warrants are exercised in a cashless exercise, the Company will not receive any proceeds from the exercise of the warrants.
These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the Selling Securityholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under the Prospectus, provided that the Prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act, to include the name of such transferee in the list of Selling Securityholders under the Prospectus.
The Selling Securityholders may use any one or more of the following methods when disposing of shares or interests therein, some of which may or may not involve broker-dealers acting as agent or principal:
?
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
?
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
?
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
5
?
an exchange distribution in accordance with the rules of the applicable exchange;
?
privately negotiated transactions;
?
settlement of short sales, to the extent permitted by law;
?
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
?
in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share;
?
a combination of any such methods of sale; or
?
any other method permitted pursuant to applicable law.
The Selling Securityholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121.
In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because Selling Securityholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Securityholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Securityholders.
6
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
VALIDITY OF SECURITIES
The validity of the securities being offered hereby has been passed upon by Cooley LLP, Palo Alto, California.
EXPERTS
OUM & Co. LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on OUM & Co. LLP’s report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act to register the shares of common stock offered by this prospectus. However, this prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. For further information with respect to us and the securities offered under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s public reference rooms at 100 F Street, N.E., in Washington, D.C. 20549. You can request copies of these documents by contacting the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference rooms. Our SEC filings are also available at the SEC’s website at www.sec.gov. In addition, you can read and copy our SEC filings at the office of the Financial Industry Regulatory Authority at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information contained in documents that we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus modifies or supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, and information that we file later with the SEC also will automatically update and supersede this information.
We incorporate by reference the documents listed below and any documents that we file in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the completion of the offering (other than current reports furnished pursuant to Form 8-K):
7
1. Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 26, 2015, as amended by Form 10-K/A, filed with the SEC on April 14, 2015;
2. Our Current Reports on Form 8-K filed with the SEC on March 9, 2015, March 24, 2015, and April 14, 2014; and
3. The description of our common stock in our registration statement on Form 8-A filed with the SEC on August 29, 2007, as updated by our Form 8-K filed with the SEC on June 29, 2010.
All filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You may request in writing or orally a copy of these filings, at no cost, by writing or telephoning us at the following address:
NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608
(510) 899-8800
Attn: Secretary
NovaBay Pharmaceuticals Announces the Effectiveness of SEC Registration Statement
The rest of the explanation: Dilution.
Now we watch the P&L statement over the next 5 quarters.
Kind regards,
Minding
===============
EMERYVILLE, CA / ACCESSWIRE / April 21, 2015 / NovaBay(R) Pharmaceuticals, Inc. (NYSE MKT: NBY), a biopharmaceutical company commercializing and developing non-antibiotic antimicrobial products for the global eye care market, today announced that the registration statement on Form S-3 associated with the Company's March 2015 private placement has been declared effective by the U.S. Securities and Exchange Commission (SEC).
The registration of these shares causes them to be eligible for open trading in the stock market. The registration statement on Form S-3 and Notice of Effectiveness may be accessed through the SEC's website at http://www.sec.gov. Although the registration of these shares increases the number of shares available on the open market, it does not affect the daily operations of the Company.
About NovaBay Pharmaceuticals, Inc.: Going Beyond Antibiotics(R)
NovaBay Pharmaceuticals is a biopharmaceutical company focusing commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX(TM) Family of Products, including AVENOVA(TM) for the eye care market and NEUTROPHASE(R) for wound care, which was initially cleared by FDA, and CELLERX(TM) for the dermatology market; and its AGANOCIDE(R) compounds, led by AURICLOSENE(TM). NovaBay is partnered in the U.S. and around the globe with: PBE, Inc. (USA), IHT, Inc. (USA), Galderma (France), Virbac (France), China Pioneer Pharma (China and Southeast Asia), Shin Poong Pharmaceuticals (South Korea), Biopharm (North African and Middle East), Sarmedic Ltd (Israel) and Alpha Pharma LLC (Ukraine).
Here's an iHub explanation: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=84024863
Kind regards,
Minding
=============
What is an SEC "notice of effectiveness"?
The notice of effectiveness is a public declaration by the Securities and Exchange Commission that a public company's registration statement has been accepted.
For shares in a public company to trade on the open market they must be registered by the company. These registration statements are reviewed by the Commission for a period of time before approval is given, and this notice marks the successful completion of this review process.
Effectiveness Notices (5/22/06)
Notifications of effectiveness for Securities Act registration statements and post-effective amendments (other than those that become effective automatically by law) are now posted to the EDGAR system the morning after a filing is determined to be effective. The new EDGAR form type for these notices is EFFECT. For the most recent notices, see the Notice of Effectiveness daily display.
See also SEC to Replace Many Paper Effectiveness Orders With Electronic Notifications of Effectiveness (Press Release 2006-61, April 25, 2006) for more information.
http://www.sec.gov/edgar/searchedgar/edgarsearchupdates.htm
One plane of thought for me when considering biotechs I pigeonhole them by their candidates; from most predictable to least predictable and least dramatic to most dramatic returns:
Generic drugs
US drugs under development that are already approved in non-US markets
Candidates similar to already-approved drugs
Unique candidates with properties not in already-approved drugs
Kind regards,
Minding
It was a smart move, Steve. Not one I made but I wasn't around most of yesterday anyway. I'm ok sitting in a few stocks I own; not trading in and out. MNOV is one.
My friend Carl had this to say:
I have a large position in MNOV. I would normally be a seller into today's news. But there is the potential for more news over the balance of the year that could have an enormous positive (which also means negative impact if the numbers are not good) so to answer a few emails, I am not a seller. But if they are good the stock could soar to heights not expected, so I am not a seller. The news today is nice, but not critical to the future of the company, it is one small positive step. Medical tech stocks are the hottest in the market, and they could easily remain so for a very long time. The results of years of research are being released daily and the psychological impact on stock prices will remain dramatic as traders try to figure out which stock has the potential of hitting a home run. Note how the stock ran up to resistance that exists at where the stock traded in 2011.
Here's what I can say: If it drops to $4 it's a buy.
Using me as a contrary indicator now, huh?
I've been out of the loop for a few hours, but no $6. Congratulations Steve!
Nothing wrong indeed!
Yes he does. And he's been enormously successful since the mid-90s.
Some thoughts from a friend of mine back in January:
MNOV manages to keep making some minor announcements that support the stock. They are not exciting but are representative of the slow and steady process of building a company. What may not be commonly known by many shareholders is that MNOV has a listing also in Japan and often the stock is more active there. It can be found on the Bloomberg website. I have been trying to figure out what future catalysts maybe responsible for the positive activity in the stock. With biotech companies that are in various trial stages it is nothing more than an educated guessing game. If we take a look at the MNOV website and their pipeline MNOV has 5 phase 2 trials in progress. http://medicinova.com/clinical-development/development-pipeline/ . Once the tests are underway it is impossible to know how they maybe proceeding. For example I had a friend in a phase 2 trial. He had a good response but the entire sample did not. You cannot assume that because one is doing well all are.
The NIH has funded a progressive multiple sclerosis trial being run at the Cleveland Clinic. It is impressive that it has been funded by the NIH. If the results come back positive this could set the stock flying. The completion date however is not until 3/17 3 months after the final data collection date. https://clinicaltrials.gov/ct2/show/NCT01982942?intr=ibudilast&rank=6 I suggest reading the history of another trial by MNOV for M.S. http://medicinova.com/clinical-development/core/mn-166/progressive-multiple-sclerosis/ The company also has 3 drug dependency phase 2 trials in various stages of development. They are attempting to eliminate addiction with another drug. Information is on their website. For companies like this a large catalyst would be excellent results in a phase 2 or 3 trial. MNOV is small and the fact that it currently 5 programs in phase 2 trials is impressive. Another for NASH will begin shortly.
Kind regards,
Minding
On second thought, their market cap is $131M which may still be undervalued by half or more given everything in their pipeline.
Heading to $6 now. I have no trading shares so I'm not tempted to sell any shares at this point. They're firing on all cylinders.
I think 6 would be reasonable for a high. I wouldn't be shocked (and of course would be quite pleased) to see 8 if momentum junkies jump in.
FastTrack is great news, but it's not research progress. I think it settles back.
Thanks Steve.
Is that MNOV I see above 5 premkt!
Cesca Therapeutics Management Provides Update on Clinical Trials for Critical Limb Ischemia ("CLI") and Acute Myocardial Infarction ("AMI")
From http://finance.yahoo.com/news/cesca-therapeutics-management-provides-clinical-100000564.html
RANCHO CORDOVA, Calif., April 10, 2015 (GLOBE NEWSWIRE) -- Cesca Therapeutics Inc. (KOOL), an autologous cell-based regenerative medicine company, today announced a corporate update on Cesca's clinical trial program in CLI and AMI.
Critical Limb Ischemia
As previously announced in early January, the Company received a letter from the U.S. Food and Drug Administration ("FDA") responding to the Company's submittal of its Investigational Device Exemption ("IDE") application for a pivotal phase three clinical trial for the treatment of no-option patients with CLI. In its letter, the FDA requested additional information on characterization of the output of the SurgWerks(TM) - CLI kit and VXP System, a plan for testing device output for conformity to pre-defined intra-operative release criteria prior to administration, modifications to the management of potential adverse events and a strengthening of the language in the risk clauses in the informed consent document.
The Company determined that in order to meet the FDA's request for additional data it would process and evaluate a number of fresh donor bone marrow samples through each individual step of the SurgWerks-CLI kit and VXP cell automation system. This process included careful characterization after bone marrow aspiration, cellular concentration and simulated delivery through the SurgWerks intramuscular needles. As requested by the FDA, the Company is also adding rapid screening procedures for device cell output and sterility to ensure consistent quality in the operating room.
Ken Harris, Cesca's President and the leader of the Company's clinical programs stated, "we will shortly be concluding this additional testing to confirm that our proprietary devices and methods produce a highly consistent cell output as previously demonstrated in our earlier feasibility studies." "We expect to submit an amended application to the FDA in the next several weeks upon conclusion of our remaining cell characterization and sterility tests," continued Mr. Harris.
The proposed Critical Limb Ischemia Rapid Stem Cell Therapy ("CLIRST III") study is anticipated to be a randomized double blinded placebo controlled trial to evaluate the safety and efficacy of the SurgWerks-CLI and VXP System in treating CLI patients with non-healing foot ulcers who have no further surgical/interventional options other than amputation under current standard of care guidelines. Clinical outcomes will be compared against a placebo control of the same patient population. The primary endpoint will be major amputation free survival at 12 months following enrollment and the study will be conducted across approximately 60 sites.
Related Quotes
KOOL
0.95
+5.26%
Cesca Therapeutics Inc.? Watchlist
0.95+0.05(+5.26%)
NASDAQThu, Apr 9, 2015 3:48 PM EDT
6:01 am Cesca Therapeutics announces an update on its clinical trials of critical limb ischemia and acute myocardial infarction Briefing.com 2 hrs 54 mins ago
CESCA THERAPEUTICS INC. Files SEC form 8-K, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Sta EDGAR Online 6 days ago
More
CLI is the most severe form of Peripheral Arterial Disease ("PAD"), affecting over two million patients in the United States. It is frequently associated with chronic foot and leg ulcers, leading to approximately two hundred thousand amputations per year. A diagnosis of CLI statistically results in a 25% mortality rate, and a 25% amputation rate, within one year.
Acute Myocardial Infarction
In addition to CLI, the Company has also developed an autologous cell therapy using its SurgWerks-AMI and VXP System to treat patients who have suffered an ST Elevated Myocardial Infarction ("STEMI"). In March 2015, Cesca submitted its application to the Internal Review Board ("IRB") of Fortis Healthcare, India, to conduct a phase two feasibility study treating STEMI patients who have a poorly responding ventricle fraction 72 hours after reperfusion. Upon approval from the IRB, the Company expects to submit its phase two feasibility application to the Drug Controller General of India ("DCGI") for approval to conduct its AMI trial in India. The Company anticipates the DCGI to take approximately six months to complete its review of the Company's clinical protocols and trial design.
The Acute Myocardial Rapid Stem Cell Therapy ("AMIRST II") study is anticipated to be a randomized active control multi-center phase two feasibility study including approximately 40 patients with a 1:1 randomization. The primary endpoint for safety will be major adverse cardiovascular events ("MACE") and the secondary endpoint for efficacy will be left ventricular ejection fraction ("LVEF") changes.
About Cesca Therapeutics Inc.
Cesca Therapeutics Inc. (www.cescatherapeutics.com) is engaged in the research, development and commercialization of autologous cell-based therapeutics for use in regenerative medicine. The Company is a leader in the development and manufacture of automated blood and bone marrow processing systems that enable the separation, processing and preservation of cell and tissue therapy products. These include:
SurgWerks(TM); proprietary stem cell therapy point-of-care kits for the treatment of vascular and orthopedic indications that integrate the following indication specific elements:
Cell harvesting
Cell processing and selection
Cell diagnostics
Cell delivery
CellWerks(TM); a proprietary stem cell laboratory kit for the processing of target cells used in the treatment of oncological and hematological disorders.
The AutoXpress(R) (AXP); a proprietary automated device, along with companion sterile blood processing disposables, for the harvesting of stem cells from cord blood.
The MarrowXpress(R) (MXP); a derivative product of the AXP and its accompanying disposable bag set, for the isolation and concentration of stem cells from bone marrow. Self-powered and microprocessor-controlled, the MXP contains flow control optical sensors that volume-reduces blood from bone marrow to a user defined volume in 30 minutes while retaining over 90% of mononuclear cells (MNCs).
The Res-Q(TM) 60 (Res-Q); a point-of-care system designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates and whole blood for platelet rich plasma (PRP).
The BioArchive(R) System; an automated cryogenic device, used by cord blood stem cell banks in more than 30 countries, for cryopreservation and archiving of cord blood stem cell units for transplant.
Forward Looking Statement
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements, including FDA approval, timing of the Company's submission of IDE applications, or amendments to such applications, and outcomes from such submissions. Further, clinical trial outcomes are not predictable, and results may vary from the Company's expectations, including the start of any such clinical trials, patient follow up issues, and costs associated with such trials. Further description of other risks that could cause actual events to differ from the outcomes predicted by Cesca Therapeutics' forward-looking statements is set forth under the caption "Risk Factors" in Cesca Therapeutics annual report on Form 10-K and other reports it files with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.
Contact:
Cesca Therapeutics Inc.
http://www.cescatherapeutics.com
Investor Contact: Kirin Smith, ProActive Capital Group
+ 1-646-863-6519, or ir@cescatherapeutics.com
Hi Mike,
I've been considering submitting a review of Sigma Labs (SGLB) for my application to MCC. Is that an acceptable offering?
Thanks,
George Fowler
SGLB
Like many, I seek companies with motes. I can think of no better example of this than Sigma Labs. There are completing the development of a 3D in-process quality assurance software suite called PrintRite3D. To the best of my knowledge, no one else on the planet is doing this.
Some of their scientific team come out of the Los Alamos National Lab. In developing the suite, they are working with and/or have agreements or contracts with GE Aviation, Honeywell, Boeing, Additive Industries, Materialise, DARPA, and many others. They are on the verge of announcing release of the last piece to the software suite. (See the Sigma Labs IPQA Tools page in the presentation below.)
While Sigma has enough cash at present, they won't be printing money for some time mainly because the 3D industry is so young and working out kinks. That said, I expect major contracts with some of the companies they're working with in development.
There is one glaring weakness IMO. They have only one independent board member and no strong business expertise. Because they are contract-oriented and have strong relationships with big guns, this doesn't appear to be a problem at present but is something I'm watching closely.
At the very least this is one for your watch list.
Disclosure: I have shares below and above the current price.
Kind regards,
Minding
------------------
10-K: http://www.sec.gov/Archives/edgar/data/788611/000114420415020248/v404668_10k.htm
Recent CC: http://seekingalpha.com/article/3043136-sigma-labs-sglb-ceo-mark-cola-on-q4-2014-results-earnings-call-transcript?app=1&auth_param=91gr1:1ahm0ei:4902fe2a3bcc7f93d4f0882a043c1c4c
Recent presentation: http://additiveworld.com/upload/file/Sigma%20Labs%20Presentation%20AI%20Mtg%2020150304_REV1.pdf
Forget fears of a falling SPX, THIS is bordering on a crisis Steve.
Does anyone have a guess what the SEC filing below might be about?
10-Qs are about company performance; disclosure of relevant financial information. What in a 10-Q would require confidential treatment?
Thanks.
Kind regards,
Minding
==============
From http://www.sec.gov/Archives/edgar/data/1053369/999999999715007521/filename1.pdf
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION March 17, 2015
ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934
Elite Pharmaceuticals, Inc.
File No. 001-15697 - CF#32086 _____________________
Elite Pharmaceuticals, Inc. submitted an application under Rule 24b-2 requesting confidential treatment for information it excluded from the Exhibits to a Form 10-Q filed on February 17, 2015.
Based on representations by Elite Pharmaceuticals, Inc., that this information qualifies as confidential commercial or financial information under the Freedom of Information Act, 5 U.S.C. 552(b)(6), the Division of Corporation Finance has determined not to publicly disclose it. Accordingly, excluded information from the following exhibit(s) will not be released to the public for the time period(s) specified:
Exhibit 10.82 through June 23, 2016
For the Commission, by the Division of Corporation Finance, pursuant to delegated authority:
Brent J. Fields Deputy Secretary
My pleasure Steve.
wade, have you looked at Morningstar (see http://www.morningstar.com/stocks/XNAS/RMTI/quote.html) and SEC Live (http://www.seclive.com)? They may help speed up your research.
Kind regards,
Minding
Enjoying the ride. There's been some talk over at COCP if you're interested.
Kind regards,
Minding
Here's one summary of the 10-K. Better to read the 10-K though.
Kind regards,
Minding
==============
From http://www.journaltranscript.com/2015/04/cocrystal-pharma-inc-otcbbcocp-puts-up-a-decent-financial-report/
Cocrystal Pharma Inc (OTCBB:COCP) Puts Up A Decent Financial Report 0
By David Fisher on April 2, 2015 Science
Cocrystal Pharma Inc (OTCBB:COCP), an over-the-counter drugs manufacturer, moved sideways after reporting its Annual Report for the year 2015. The stock suffered bouts of negativity, but overall maintained a good run during the last several months. The success of the company is evidenced from its share price that managed to cross 50 cents mark to $1 per share and is eyeing above $1.5 levels now.
Financial numbers
The company released its Annual Report for the period ended on December 31, 2014, where is recorded no revenues for the period. The only receipt was that of $9,000 in the form of grant in 2014. A positive side of the Annual Report was that its net loss narrowed heavily from $3.8 million to $99,000 during the said period. The net loss so reported for 2014 consists impact of a substantial decrease in the fair value of outstanding warrants. At the same time, the operating loss of the company in 2014 stood at $5.76 million as compared to $4 million in 2013.
Expenses and cash
On the expenses front, the company anticipates research and development (R&D) expenses to increase on account of plans to expand pre-clinical development activities. The company’s R&D expenses for the year 2014 came in at $4.07 million, which compares to $3.8 million in 2013. On the other hand, Cocrystal Pharma Inc (OTCBB:COCP) reported a 693% increase in General and administrative expenses from $0.219 million in 2013 to $1.73 million in 2014, which are associated with personnel costs and other costs pertaining to mergers and financing. The cash and cash equivalents balance was $3.97 million for the period ended on December 31, 2014.
The financial report of Cocrystal Pharma Inc (OTCBB:COCP) could be viewed as healthy given the company is an OTC stock. However, the impact of the same is not felt so much on the company’s stock, which declined marginally by 0.68% to $1.47. The average volume of shares during the last previous session was 1.92 million.
Yeh, there's a diagnosis for that. ;)
Minding
Speaking of research ... have you all seen http://www.seclive.com which formats SEC reports? And if they have a problem doing so, they have a link to the SEC site. Membership is free.
Kind regards,
Minding
Speaking of research ... have you all seen http://www.seclive.com which formats SEC reports? And if they have a problem doing so, they have a link to the SEC site. Membership is free.
Kind regards,
Minding
Speaking of research, have you all seen http://www.seclive.com which formats SEC reports? And if they have a problem doing so, they have a link to the SEC site. Cocrystal's latest report has a formatting problem, for example.
Membership is free.
Kind regards,
Minding
The PR isn't actionable for investors.
Minding