Attached files
| file | filename |
|---|---|
| EX-31.1 - Vyteris Holdings (Nevada), Inc. | v167301_ex31-1.htm |
| EX-32.1 - Vyteris Holdings (Nevada), Inc. | v167301_ex32-1.htm |
| EX-31.2 - Vyteris Holdings (Nevada), Inc. | v167301_ex31-2.htm |
| EX-32.2 - Vyteris Holdings (Nevada), Inc. | v167301_ex32-2.htm |
| EX-10.149 - Vyteris Holdings (Nevada), Inc. | v167301_ex10-149.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO FORM 10-K
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2008
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission
file number 000-32741
Vyteris,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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84-1394211
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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Of
Incorporation or Organization)
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Identification
No.)
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13-01
Pollitt Drive
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Fair
Lawn, New Jersey
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07410
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(Address
of Principal Executive Office)
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(Zip
Code)
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(201)
703-2299
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
stock, par value $.015 per share
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Check
whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of
the Exchange Act during the past twelve 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 x No ¨
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
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.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
Reporting Company x
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Indicate
by check mark whether the registrant is a shel1 company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No x
State
issuer’s revenues for its most recent fiscal
year. $3,150,396
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
The
aggregate market value of voting common equity held by non-affiliates as of
March 6, 2009 was approximately $603,890. The number of shares
outstanding of the registrant’s Common Stock, as of March 8, 2009, was
7,282,802 shares.
Documents
Incorporated by Reference
Portions
of the Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders
are incorporated by reference in Part III hereof.
This is a
“short form” amendment to Form 10-K which merely updates the exhibit list under
Item 15 to reflect an exhibit number change and reflect that confidential
treatment has been requested for Exhibit 10.149.
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ITEM
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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The
following documents are filed as part of this report:
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(a)
(1)
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Financial Statements —
See Index to Consolidated Financial Statements at Part II, Item 8 of this
report.
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Schedules
not listed above have been omitted because the information required to be set
forth therein is not applicable, not required or is included elsewhere in the
financial statements or notes thereto.
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(a)
(3)
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Exhibits
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The
following exhibits are filed with this report:
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2.1
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Merger
Agreement and Plan of Reorganization, dated as of July 8, 2004, by and
among Treasure Mountain Holdings, Inc.(“Treasure Mountain Holdings”), TMH
Acquisition Corp. and Vyteris (“Vyteris”) is incorporated by reference to
Exhibit 2.1 to Treasure Mountain Holdings’ Registration Statement on Form
SB-2 (333-120411) filed November 12,
2004.
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2.2
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Amendment
No. 1, dated as of September 29, 2004, to the Merger Agreement and Plan of
Reorganization, dated as of July 8, 2004, by and among Treasure Mountain
Holdings, TMH Acquisition Corp. and Vyteris is incorporated by reference
to Exhibit 2.2 to Treasure Mountain Holdings’ Registration Statement on
Form SB-2 (333-120411) filed November 12,
2004.
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3.1
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Articles
of Incorporation, as amended, of Treasure Mountain Holdings is
incorporated by reference to Exhibit 3.1 to Treasure Mountain Holdings’
Registration Statement on Form SB-2 (333-120411) filed November 12,
2004.
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3.2
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By-laws,
as amended, of Treasure Mountain Holdings is incorporated by
reference to Exhibit 3.2 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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3.3
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Proposed
amendments to the articles of incorporation of Treasure Mountain
Holdings are
incorporated by reference to Exhibit 3.3 of Amendment No. 2 to Treasure
Mountain Holdings’ Registration Statement on Form SB-2 (333-120411) filed
January 3, 2005.
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5.1
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Opinion
of Hale Lane Peek Dennison and Howard is incorporated by reference to
Exhibit 5.1 to Vyteris Holdings (Nevada) Inc.’s Registration Statement on
Form SB-2 (333-120411) filed September 30,
2005.
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10.1
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Employment
Agreement between Vyteris and Vincent De Caprio is incorporated by
reference to Exhibit 10.1 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.2
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Employment
Agreement between Vyteris and James Garrison is incorporated by
reference to Exhibit 10.2 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.3
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Treasure
Mountain Holdings Proposed 2005 Stock Option Plan is incorporated by
reference to Exhibit 10.3 of Amendment No. 2 to Treasure Mountain
Holdings’ Registration Statement on Form SB-2 (333-120411) filed January
3, 2005.
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10.4
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Sublease
Agreement between Vyteris and Becton Dickinson, dated November 10, 2000 is
incorporated by reference to Exhibit 10.4 to Treasure Mountain Holdings’
Registration Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.5
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License,
Development and Distribution Agreement, dated as of September 20,
2002 is
incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Treasure
Mountain Holdings’ Registration Statement on Form SB-2 (333-120411) filed
November 30, 2004. ¥
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10.6
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License
and Development Agreement, dated as of September 27, 2004 is incorporated by
reference to Exhibit 10.6 to Amendment No. 1 to Treasure Mountain
Holdings’ Registration Statement on Form SB-2 (333-120411) filed November
30, 2004. ¥
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10.7
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Supply
Agreement, dated as of September 27, 2004 is incorporated by reference to
Exhibit 10.7 to Amendment No. 1 to Treasure Mountain Holdings’
Registration Statement on Form SB-2 (333-120411) filed November 30, 2004.
¥
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10.8
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Registration
Rights Agreement, dated as of September 29, 2004 is incorporated by
reference to Exhibit 10.8 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.9
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Securities
Purchase Agreement, dated as of September 28, 2004, between Vyteris and
Spencer Trask Specialty Group, LLC is incorporated by
reference to Exhibit 10.9 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.10
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Security
Agreement, dated as of September 28, 2004 is incorporated by reference to
Exhibit 10.10 to Treasure Mountain Holdings’ Registration Statement on
Form SB-2 (333-120411) filed November 12,
2004.
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10.11
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Finder’s
Agreement, dated as of March 31, 2004, between Vyteris and Spencer Trask
Ventures, Inc. is incorporated by reference to Exhibit 10.11 to Treasure
Mountain Holdings’ Registration Statement on Form SB-2 (333-120411) filed
November 12, 2004.
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10.12
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Right
of First Refusal Agreement, dated as of March 31, 2004, between Vyteris
and Spencer Trask Ventures, Inc. is incorporated by reference to Exhibit
10.12 to Treasure Mountain Holdings’ Registration Statement on Form SB-2
(333-120411) filed November 12,
2004.
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10.13
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Placement
Agency Agreement, dated as of March 19, 2004, between Vyteris and Spencer
Trask Ventures, Inc. is incorporated by reference to Exhibit 10.13 to
Treasure Mountain Holdings’ Registration Statement on Form SB-2
(333-120411) filed November 12,
2004.
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10.14
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Placement
Agency Agreement, dated as of June 18, 2004, among Vyteris, Inc, Spencer
Trask Ventures, Inc. and Rodman & Renshaw, LLC is incorporated by
reference to Exhibit 10.14 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.15
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Amendment
No. 1, dated July 8, 2004, to Placement Agency Agreement, dated as of June
18, 2004, among Vyteris, Inc, Spencer Trask Ventures, Inc. and Rodman
& Renshaw, LLC is incorporated by
reference to Exhibit 10.15 to Treasure Mountain Holdings’ Registration
Statement on Form SB-2 (333-120411) filed November 12,
2004.
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10.16
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Amendment
No. 2, dated September 13, 2004, to Placement Agency Agreement, dated as
of June 18, 2004, among Vyteris, Inc, Spencer Trask Ventures, Inc. and
Rodman & Renshaw, LLC is incorporated by reference to Exhibit 10.16 to
Treasure Mountain Holdings’ Registration Statement on Form SB-2
(333-120411) filed November 12,
2004.
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10.17
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Lease,
dated December 14, 2004, between CK Bergen Holdings, L.L.C. and Vyteris,
Inc. is incorporated by reference to Exhibit 10.17 of the Registrants’
Annual Report on Form 10-K for the year ended December 31,
2004.
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10.18
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Employment
Agreement between Vyteris and C. Gregory Arnold is incorporated by
reference to Exhibit 10.18 of Amendment No.4 to the Registration Statement
on Form SB-2 (333-1204110) filed on April 15,
2005.
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10.19
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Vyteris
(Holdings) Nevada, Inc. 2005 Stock Options Plan is incorporated by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K
dated April 26, 2005.
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10.23
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11.5%
Senior Secured Note issued to Spencer Trask Specialty Group, LLC on May
27, 2005 is incorporated by reference to Exhibit 10.23 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.24
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11.5%
Senior Secured Note issued to Spencer Trask Private Equity Fund I, LP on
May 27, 2005 is incorporated by reference to Exhibit 10.24 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.25
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11.5%
Senior Secured Note issued to Spencer Trask Private Equity Fund II, LP on
May 27, 2005 is incorporated by reference to Exhibit 10.25 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.26
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11.5%
Senior Secured Note issued to Spencer Trask Private Accredited Equity Fund
III, LLC on May 27, 2005 is incorporated by reference to Exhibit 10.26 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.27
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11.5%
Senior Secured Note issued to Spencer Trask Illumination Fund LLC on May
27, 2005 is incorporated by reference to Exhibit 10.27 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.28
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11.5%
Senior Secured Note issued to Spencer Trask Specialty Group, LLC on June
2, 2005 is incorporated by reference to Exhibit 10.28 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.29
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11.5%
Senior Secured Note issued to Spencer Trask Private Equity Fund I, LP on
June 2, 2005 is incorporated by reference to Exhibit 10.29 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.30
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11.5%
Senior Secured Note issued to Spencer Trask Private Equity Fund II, LP on
June 2, 2005 is incorporated by reference to Exhibit 10.30 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.31
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11.5%
Senior Secured Note issued to Spencer Trask Private Accredited Equity Fund
III LLC on June 2, 2005 is incorporated by reference to Exhibit 10.31 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.32
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11.5%
Senior Secured Note issued to Spencer Trask Illumination Fund LLC on June
2, 2005 is incorporated by reference to Exhibit 10.32 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.33
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11.5%
Senior Secured Note issued to Spencer Trask Specialty Group, LLC on June
21, 2005 is incorporated by reference to Exhibit 10.33 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.34
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11.5%
Senior Secured Note issued to Spencer Trask Specialty Group, LLC on July
13, 2005. is incorporated by reference to Exhibit 10.34 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.35
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11.5%
Senior Secured Note issued to Spencer Trask Specialty Group, LLC on July
18, 2005. is incorporated by reference to Exhibit 10.35 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.36
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Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on May 27, 2005 is
incorporated by reference to Exhibit 10.36 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.37
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Warrant
Agreement issued to Spencer Trask Private Equity Fund I, LP on May 27,
2005. is incorporated by reference to Exhibit 10.37 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.38
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Warrant
Agreement issued to Spencer Trask Private Equity Fund II, LP on May 27,
2005. is incorporated by reference to Exhibit 10.38 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.39
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Warrant
Agreement issued to Spencer Trask Private Accredited Equity Fund III, LLC
on May 27, 2005 is incorporated by reference to Exhibit 10.39 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.40
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Warrant
Agreement issued to Spencer Trask Illumination Fund LLC on May 27, 2005 is
incorporated by reference to Exhibit 10.40 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.41
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Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on June 2, 2005 is
incorporated by reference to Exhibit 10.41 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.42
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Warrant
Agreement issued to Spencer Trask Private Equity Fund I, LP on June 2,
2005. is incorporated by reference to Exhibit 10.42 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.43
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Warrant
Agreement issued to Spencer Trask Private Equity Fund II, LP on June 2,
2005. is incorporated by reference to Exhibit 10.43 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.44
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Warrant
Agreement issued to Spencer Trask Private Accredited Equity Fund III LLC
on June 2, 2005. is incorporated by reference to Exhibit 10.44 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.45
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Warrant
Agreement issued to Spencer Trask Illumination Fund LLC on June 2, 2005.
is incorporated by reference to Exhibit 10.45 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.46
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Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on June 21, 2005.
is incorporated by reference to Exhibit 10.46 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.47
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Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on July 13, 2005.
is incorporated by reference to Exhibit 10.47 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.48
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Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on July 18, 2005.
is incorporated by reference to Exhibit 10.48 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.49
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Subscription
Agreement between the Registrant and Spencer Trask Specialty Group, LLC,
dated May 27, 2005. is incorporated by reference to Exhibit 10.49 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.50
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Subscription
Agreement between the Registrant and Spencer Trask Private Equity Fund I,
LP, dated May 27, 2005 is incorporated by reference to Exhibit 10.50 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.51
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Subscription
Agreement between the Registrant and Spencer Trask Private Equity Fund II,
LP, dated May 27, 2005 is incorporated by reference to Exhibit 10.51 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.52
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Subscription
Agreement between the Registrant and Spencer Trask Private Accredited
Equity Fund III, LLC, dated May 27, 2005. is incorporated by reference to
Exhibit 10.52 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2005
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10.53
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Subscription
Agreement between the Registrant and Spencer Trask Illumination Fund LLC,
dated May 27, 2005 is incorporated by reference to Exhibit
10.53 to the Registrant’s Quarterly Report on Form 10-QSB for
the quarterly period ended June 30,
2005.
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10.54
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Subscription
Agreement between the Registrant and Spencer Trask Specialty Group, LLC,
dated June 2, 2005 is incorporated by reference to Exhibit 10.54 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.55
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Subscription
Agreement between the Registrant and Spencer Trask Private Equity Fund I,
LP, dated June 2, 2005. is incorporated by reference to Exhibit 10.55 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.56
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Subscription
Agreement between the Registrant and Spencer Trask Private Equity Fund II,
LP, dated June 2, 2005. is incorporated by reference to Exhibit 10.56 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.57
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Subscription
Agreement between the Registrant and Spencer Trask Private Accredited
Equity Fund III LLC, dated June 2, 2005. is incorporated by reference to
Exhibit 10.57 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2005.
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10.58
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Subscription
Agreement between the Registrant and Spencer Trask Illumination Fund LLC,
dated June 2, 2005 is incorporated by reference to Exhibit 10.58 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.59
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Subscription
Agreement between the Registrant and Spencer Trask Specialty Group, LLC,
dated June 21, 2005 is incorporated by reference to Exhibit 10.59 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.60
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Subscription
Agreement between the Registrant and Spencer Trask Specialty Group, LLC,
dated July 13, 2005 is incorporated by reference to Exhibit 10.60 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.61
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Subscription
Agreement between the Registrant and Spencer Trask Specialty Group, LLC,
dated July 18, 2005 is incorporated by reference to Exhibit 10.61 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.62
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Letter
Agreement, dated as of August 2, 2005, between the Registrant and Spencer
Trask Specialty Group, LLC is incorporated by reference to Exhibit 10.62
to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005.
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10.63
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Letter
Agreement, dated as of August 2, 2005, between the Registrant and Spencer
Trask Ventures, Inc. is incorporated by reference to Exhibit 10.63 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.64
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Letter
Agreement, dated as of July 28, 2005, between the Registrant and Qubit
Holdings, LLC is incorporated by reference to Exhibit 10.64 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005
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10.65
|
Securities
Purchase Agreement between the Registrant and the investors named therein,
dated as of August 19, 2005 is incorporated by reference to Exhibit 10.65
to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005.
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10.66
|
Registration
Rights Agreement between the Registrant and the investors named therein,
dated as of August 19, 2005 is incorporated by reference to Exhibit 10.66
to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly
period ended June 30, 2005.
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10.67
|
Security
Agreement among the Registrant, Vyteris, Inc., Satellite Asset Management,
L.P. and the lenders named therein, dated as of August 19, 2005 is
incorporated by reference to Exhibit 10.67 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.68
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Cash
Collateral Agreement among the Registrant, the investors named therein and
Wachovia Bank, National Association, dated as of August 19, 2005 is
incorporated by reference to Exhibit 10.68 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended June 30,
2005.
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10.69
|
Subsidiary
Guaranty given by Vyteris, Inc. to the investors named therein, dated as
of August 19, 2005 is incorporated by reference to Exhibit 10.69 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.70
|
Form
of Convertible Debenture issued pursuant to the Securities Purchase
Agreement contained in Exhibit 10.65 is incorporated by reference to
Exhibit 10.70 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2005.
|
|
10.71
|
Form
of Warrant issued pursuant to the Securities Purchase Agreement contained
in Exhibit 10.65 is incorporated by reference to Exhibit 10.71 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2005.
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10.72
|
11.5%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on January 31, 2006 is incorporated by reference to Exhibit 10.72 of the
Registrants’ Annual Report on Form 10-K for the year ended December 31,
2005.
|
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10.73
|
Note
and Warrant Purchase Agreement between the Registrant and Spencer Trask
Specialty Group, LLC, dated January 31, 2006 is incorporated by
reference to Exhibit 10.73 of the Registrants’ Annual Report on Form 10-K
for the year ended December 31,
2005.
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10.74
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated January 31, 2006 is incorporated by reference to Exhibit 10.74
of the Registrants’ Annual Report on Form 10-K for the year ended December
31, 2005.
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10.75
|
Warrant
Agreement issued to Spencer Trask Specialty Group, LLC on January 31, 2006
is incorporated by reference to Exhibit 10.75 of the Registrants’ Annual
Report on Form 10-K for the year ended December 31,
2005.
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10.76
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on February 13, 2006 is incorporated by reference to Exhibit 10.76 of the
Registrants’ Annual Report on Form 10-K for the year ended December 31,
2005.
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10.77
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated February 13, 2006 is incorporated by reference to
Exhibit 10.77 of the Registrants’ Annual Report on Form 10-K for the year
ended December 31, 2005.
|
|
10.78
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated February 13, 2006 is incorporated by reference to Exhibit 10.78
of the Registrants’ Annual Report on Form 10-K for the year ended December
31, 2005.
|
|
10.79
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on February 16, 2006 is incorporated by reference to Exhibit 10.79 of the
Registrants’ Annual Report on Form 10-K for the year ended December 31,
2005.
|
|
10.80
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated February 16, 2006 is incorporated by reference to
Exhibit 10.80 of the Registrants’ Annual Report on Form 10-K for the year
ended December 31, 2005.
|
|
10.81
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated February 16, 2006. 10.0% Convertible Promissory Note issued to
Spencer Trask Specialty Group, LLC on February 16, 2006 is incorporated by
reference to Exhibit 10.81 of the Registrants’ Annual Report on Form 10-K
for the year ended December 31,
2005.
|
|
10.82
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on March 20, 2006 is incorporated by reference to Exhibit 10.82 of the
Registrants’ Annual Report on Form 10-K for the year ended December 31,
2005.
|
|
10.83
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated March 20, 2006 is incorporated by reference to Exhibit
10.83 of the Registrants’ Annual Report on Form 10-K for the year ended
December 31, 2005.
|
|
10.84
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated March 20, 2006 is incorporated by reference to Exhibit 10.84 of
the Registrants’ Annual Report on Form 10-K for the year ended December
31, 2005.
|
|
10.85
|
Separation
Agreement between the Registrant and Michael McGuinness, dated March 16,
2006 is incorporated by reference to Exhibit 10.85 of the Registrants’
Annual Report on Form 10-K for the year ended December 31,
2005.
|
|
10.86
|
Separation
Agreement between the Registrant and Vincent DeCaprio, dated December 27,
2005 is incorporated by reference to Exhibit 10.86 of the Registrants’
Annual Report on Form 10-K for the year ended December 31,
2005.
|
|
10.87
|
Employment
Agreement, Stock Option Agreement between the Registrant and Timothy
McIntyre, dated January 1, 2006. Guaranty between and Spencer
Trask Specialty Group, LLC and Timothy McIntyre, dated January 1, 2006 is
incorporated by reference to Exhibit 10.87 of the Registrants’ Annual
Report on Form 10-K for the year ended December 31,
2005.
|
|
10.88
|
Amendment
to the Securities Purchase Agreement between the Registrant and
Spencer Trask Specialty Group, LLC, dated March 29, 2006 is incorporated
by reference to Exhibit 10.88 to the Registrant’s Quarterly Report on Form
10-QSB for the quarterly period ended March 31,
2006.
|
|
10.89
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on April 4, 2006 is incorporated by reference to Exhibit 10.89 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.90
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated April 4, 2006 is incorporated by reference to Exhibit
10.90 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended March 31,
2006.
|
|
10.91
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated April 4, 2006 is incorporated by reference to Exhibit 10.91 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.92
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on April 18, 2006 is incorporated by reference to Exhibit 10.92 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.93
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated April 18, 2006 is incorporated by reference to Exhibit
10.93 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended March 31,
2006.
|
|
10.94
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated April 18, 2006 is incorporated by reference to Exhibit 10.94 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.95
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on May 5, 2006 is incorporated by reference to Exhibit 10.95 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.96
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated May 5, 2006 is incorporated by reference to Exhibit
10.96 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended March 31,
2006.
|
|
10.97
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated May 5, 2006 is incorporated by reference to Exhibit 10.97 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006.
|
|
10.99
|
Allonge,
Amendment and Waiver Number Two to the Securities Purchase Agreement
between the Registrant and Spencer Trask Specialty Group, LLC, dated April
27, 2006 is incorporated by reference to Exhibit 10.99 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2006.
|
|
10.100
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on May 23, 2006 is incorporated by reference to Exhibit 10.100 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.101
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated May 23, 2006 is incorporated by reference to Exhibit
10.101 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2006.
|
|
10.102
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated May 23, 2006 is incorporated by reference to Exhibit 10.102 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.103
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on June 8, 2006 is incorporated by reference to Exhibit 10.103 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.104
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated June 8, 2006 is incorporated by reference to Exhibit
10.104 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2006.
|
|
10.105
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated June 8, 2006 is incorporated by reference to Exhibit 10.105 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.106
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on June 26, 2006 is incorporated by reference to Exhibit 10.106 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.107
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated June 26, 2006 is incorporated by reference to Exhibit
10.107 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended June 30,
2006.
|
|
10.108
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated June 26, 2006 is incorporated by reference to Exhibit 10.108 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 2006.
|
|
10.109
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on July 7, 2006 is incorporated by reference to Exhibit 10.109 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.110
|
Note
Purchase Agreement between the Registrant and Spencer
Trask Specialty Group, LLC, dated July 7, 2006 is incorporated
by reference to Exhibit 10.110 to the Registrant’s Quarterly Report on
Form 10-QSB for the quarterly period ended September 30,
2006.
|
|
10.111
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated July 7, 2006 is incorporated by reference to Exhibit 10.111 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.112
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on July 17, 2006 is incorporated by reference to Exhibit 10.112 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.113
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated July 17, 2006 is incorporated by reference to Exhibit
10.113 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended September 30,
2006.
|
|
10.114
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated July 17, 2006 is incorporated by reference to Exhibit 10.114 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.115
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on August 2, 2006 is incorporated by reference to Exhibit 10.115 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.116
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated August 2, 2006 is incorporated by reference to Exhibit
10.116 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended September 30,
2006.
|
|
10.117
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated August 2, 2006 is incorporated by reference to Exhibit 10.117
to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly
period ended September 30, 2006.
|
|
10.118
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on August 17, 2006 is incorporated by reference to Exhibit 10.118 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.119
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated August 17, 2006 is incorporated by reference to Exhibit
10.119 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended September 30,
2006.
|
|
10.120
|
Registration
Rights Agreement between the Registrant and Spencer Trask Specialty Group,
LLC, dated August 17, 2006 is incorporated by reference to Exhibit 10.120
to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly
period ended September 30, 2006.
|
|
10.121
|
Lease
Agreement between Lincoln Fair Lawn Associates and the Registrant dated
August 29, 2006 is incorporated by reference to Exhibit 10.121 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.122
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on August 30, 2006 is incorporated by reference to Exhibit 10.122 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.123
|
Note
Purchase Agreement between the Registrant and Spencer
Trask Specialty Group, LLC, dated August 30, 2006 is
incorporated by reference to Exhibit 10.123 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended September 30,
2006.
|
|
10.124
|
Registration
Rights Agreement between the Registrant and Spencer
Trask Specialty Group, LLC, dated August 30, 2006 is
incorporated by reference to Exhibit 10.124 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended September 30,
2006.
|
|
10.125
|
10.0%
Convertible Promissory Note issued to Spencer Trask Specialty Group, LLC
on August 31, 2006 is incorporated by reference to Exhibit 10.125 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.126
|
Note
Purchase Agreement between the Registrant and Spencer Trask Specialty
Group, LLC, dated August 31, 2006 is incorporated by reference to Exhibit
10.126 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended September 30,
2006.
|
|
10.127
|
Registration
Rights Agreement between the Registrant and Spencer
Trask Specialty Group, LLC, dated August 31, 2006 is
incorporated by reference to Exhibit 10.127 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarterly period ended September 30,
2006.
|
|
10.128
|
Finder's
Agreement between the Registrant and International Capital Advisory Inc.
dated September 13, 2006 is incorporated by reference to Exhibit 10.128 to
the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2006.
|
|
10.129
|
Advisory
Consulting Agreement between the Registrant and International Capital
Advisory Inc. dated September 13, 2006 is incorporated by reference to
Exhibit 10.129 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarterly period ended September 30,
2006.
|
|
10.130
|
Spencer
Trask Ventures, Inc. Proposal for the Acquisition of Lehigh Valley
Technologies, Inc. by the Registrant dated February 23,
2007.
|
|
10.131
|
Subscription
Agreement, dated July 2007
|
|
10.132
|
Form
of Investor Warrant, dated July 2007
|
|
10.133
|
Product
Marketing Agreement between Vyteris, Inc. and Laboratory Corporation of
America Holdings, dated June 5,
2007
|
|
10.134
|
2007
Outside Director Cash Compensation and Stock Incentive
Plan.
|
|
10.135
|
2007
Stock Option Plan.
|
|
10.136
|
International
Capital Advisory, Inc., Consulting Agreement dated July 25, 2007, as
assigned to Wolverine International Holdings, on July 25,
2007.
|
|
10.137
|
Agreement
to Engage Viking Investment Group II Inc. as a Financial Consultant dated
July 26, 2007.
|
|
10.138
|
Consulting
Sales and Promotion Agreement with Caswood Group, Inc., dated May 11,
2007.
|
|
10.139
|
Employment
Agreement between Vyteris, Inc. and Anthony Cherichella, dated as of
August 1, 2007.
|
|
10.140
|
Allonge,
Amendment and Waiver No. 6 between the Company and Spencer Trask Specialty
Group, LLC and affiliated entities, dated September 24,
2007.
|
|
10.141
|
Separation
and General Release Agreement between Vyteris, Inc. and Timothy J.
McIntyre, dated as of March 21,
2008.
|
|
10.142
|
Letter
Agreement between Ferring Pharmaceuticals, Inc. and Vyteris, Inc., dated
July 8, 2008.
|
|
10.143
|
$2,500,000
Principal Amount Secured Note, executed by Vyteris, Inc. in favor of
Ferring Pharmaceuticals, Inc., dated July 8,
2008.
|
|
10.144
|
$50,000
Principal Amount Secured Note, executed by Vyteris, Inc. in favor of
Ferring Pharmaceuticals, Inc., dated July 8,
2008.
|
|
10.145
|
Security
Agreement, between Vyteris, Inc. and Ferring Pharmaceuticals, Inc., dated
July 8, 2008.
|
|
10.146
|
Certificate
of Change of Vyteris, Inc., filed with the Nevada Secretary of State on
May 6, 2008.
|
|
10.147
|
Employment
Agreement between the Company and Haro Hartounian, dated November 21,
2008
|
|
10.148
|
Employment
Agreement between the Company and Joseph Himy, dated November 21,
2008
|
|
10.149
|
Letter
Agreement, executed by Vyteris, Inc., Vyteris, Inc. and Ferring
Pharmaceuticals, Inc., dated March
2009**
|
|
10.150
|
Equipment
Lease, executed by Vyteris, Inc. and Ferring Pharmaceuticals, Inc., dated
March 2009
|
|
10.151
|
Security
Agreements, executed by Vyteris, Inc. and Ferring Pharmaceuticals, Inc.,
dated March 2009
|
|
10.152
|
Bill
of Sale, executed by Vyteris, Inc. and Ferring Pharmaceuticals, Inc.,
dated March 2009
|
|
16.1
|
Letter
from Madsen & Associates, CPA's, Inc. dated November 5, 2004 is
incorporated by reference to Exhibit 16.1 to Treasure Mountain Holdings’
Current Report on Form 8-K filed November 5,
2004.
|
|
21.1
|
Subsidiaries
of Treasure Mountain is incorporated by reference to Exhibit 21.1 to
Treasure Mountain Holdings’ Registration Statement on Form SB-2
(333-120411) filed November 12,
2004.
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of the Principal Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
of the Principal Accounting Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
**
Confidential Treatment Requested
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Vyteris
, Inc.
|
||
|
November
23, 2009
|
By:
|
/s/ Haro
Hartounian
|
|
Haro
Hartounian
|
||
|
Chief
Executive Officer and Director (Principal Executive
Officer)
|
||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ DAVID
DIGIACINTO
|
Director
|
November
23, 2009
|
||
|
David
DiGiacinto
|
||||
|
/s/ HARO
HARTOUNIAN
|
President,
Chief Executive Officer
|
November
23, 2009
|
||
|
Haro
Hartounian
|
and
Director (Principal Executive Officer)
|
|||
|
/s/ JOSEPH N.
HIMY
|
Chief
Financial Officer
|
November
23, 2009
|
||
|
Joseph
N. Himy
|
(Principal
Accounting Officer)
|
|||
|
/s/ ARTHUR COURBANOU
|
Director
|
November
23, 2009
|
||
|
Arthur
Courbanou
|
||||
|
/s/ RUSSELL O.
POTTS
|
Director
|
November
23, 2009
|
||
|
Russell
O. Potts
|