Attached files
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8-K/A - FORM 8-K/AMENDMENT NO. 1 - Savara Inc | c18324e8vkza.htm |
EX-99.3 - EXHIBIT 99.3 - Savara Inc | c18324exv99w3.htm |
EX-23.1 - EXHIBIT 23.1 - Savara Inc | c18324exv23w1.htm |
Exhibit 99.2
SYNTHRX, INC.
Report on Financial Statements
(A Development Stage Enterprise)
Report on Financial Statements
(A Development Stage Enterprise)
Index
Page | ||||
Report of Independent Public Accountants |
2 | |||
Balance Sheets December 31, 2010 and 2009 |
3 | |||
Statements of Operations Years Ended December 31, 2010 and 2009 and the Period from Inception (January 12, 2004) through December 31, 2010 |
4 | |||
Statements of Stockholders Deficit Years Ended December 31, 2010 and 2009 and the Period from Inception (January 12, 2004) through December 31, 2010 |
5 | |||
Statements of Cash Flows Years Ended December 31, 2010 and 2009 and the Period from Inception (January 12, 2004) through December 31, 2010 |
6 | |||
Notes to Financial Statements |
7-12 |
1
Report of Independent Public Accountants
To Board of Directors and Stockholders
SynthRx, Inc.
SynthRx, Inc.
We have audited the accompanying balance sheets of SynthRx, Inc. (a development stage enterprise)
as of December 31, 2010 and 2009, and the related statements of operations, stockholders deficit
and cash flows for the years then ended and for the period from inception (January 12, 2004)
through December 31, 2010. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of SynthRx, Inc. (a development stage enterprise) as of December
31, 2010 and 2009, and its results of operations and cash flows for the years then ended and for
the period from inception (January 12, 2004) through December 31, 2010, in conformity with
accounting principles generally accepted in the United States of America.
/s/ J.H. Cohn LLP
San Diego, California
March 16, 2011
March 16, 2011
2
SYNTHRX, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
BALANCE SHEETS
December 31, | ||||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash |
$ | 54,533 | $ | 31,663 | ||||
Certificates of deposit |
12,270 | | ||||||
Total current assets |
66,803 | 31,663 | ||||||
Equipment, net |
19,257 | | ||||||
Long-term investments in certificates of deposit |
| 12,088 | ||||||
Total assets |
$ | 86,060 | $ | 43,751 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 24,587 | $ | 2,000 | ||||
Accrued expenses |
7,050 | 2,577 | ||||||
Total current liabilities |
31,637 | 4,577 | ||||||
Notes payable stockholder |
275,000 | 75,000 | ||||||
Total liabilities |
306,637 | 79,577 | ||||||
Commitments and contingencies |
||||||||
Stockholders deficit: |
||||||||
Common stock, $0.001 par value; 100,000 shares
authorized; 1,000 shares issued and outstanding |
1 | 1 | ||||||
Additional paid-in capital |
1,045,268 | 1,045,268 | ||||||
Deficit accumulated during the development stage |
(1,265,846 | ) | (1,081,095 | ) | ||||
Total stockholders deficit |
(220,577 | ) | (35,826 | ) | ||||
Total liabilities and stockholders deficit |
$ | 86,060 | $ | 43,751 | ||||
See
Notes to Financial Statements.
3
SYNTHRX, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
Period from | ||||||||||||
Inception | ||||||||||||
Years Ended December 31, | (January 12, 2004) through | |||||||||||
2010 | 2009 | December 31, 2010 | ||||||||||
Net sales |
$ | | $ | | $ | | ||||||
Cost of goods sold |
| | | |||||||||
Gross margin |
| | | |||||||||
Operating expenses: |
||||||||||||
Research and development |
139,570 | 17,100 | 289,655 | |||||||||
General and administrative |
40,890 | 8,460 | 561,927 | |||||||||
In-process research and development |
| | 409,068 | |||||||||
Total operating expenses |
180,460 | 25,560 | 1,260,650 | |||||||||
Loss from operations |
(180,460 | ) | (25,560 | ) | (1,260,650 | ) | ||||||
Interest income |
182 | 324 | 1,854 | |||||||||
Interest expense |
(4,473 | ) | (2,577 | ) | (7,050 | ) | ||||||
Loss before income taxes |
(184,751 | ) | (27,813 | ) | (1,265,846 | ) | ||||||
Provision for income taxes |
| | | |||||||||
Net loss |
$ | (184,751 | ) | $ | (27,813 | ) | $ | (1,265,846 | ) | |||
See
Notes to Financial Statements.
4
SYNTHRX, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
STATEMENTS
OF STOCKHOLDERS DEFICIT
YEARS ENDED DECEMBER 31, 2010 AND 2009 AND THE PERIOD FROM
INCEPTION (JANUARY 12, 2004) THROUGH DECEMBER 31, 2010
YEARS ENDED DECEMBER 31, 2010 AND 2009 AND THE PERIOD FROM
INCEPTION (JANUARY 12, 2004) THROUGH DECEMBER 31, 2010
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | During the | Total | ||||||||||||||||||
Common Stock | Paid-in | Development | Stockholders | |||||||||||||||||
Shares | Amount | Capital | Stage | Deficit | ||||||||||||||||
Balance at January 12, 2004 (date of inception) |
| $ | | $ | | $ | | $ | | |||||||||||
Common stock issued (June 8, 2004) |
1,000 | 1 | 909,068 | | 909,069 | |||||||||||||||
Stock-based compensation |
| | 136,200 | | 136,200 | |||||||||||||||
Net loss January 12, 2004 through December 31, 2008 |
(1,053,282 | ) | (1,053,282 | ) | ||||||||||||||||
Balance, December 31, 2008 |
1,000 | 1 | 1,045,268 | (1,053,282 | ) | (8,013 | ) | |||||||||||||
Net loss |
(27,813 | ) | (27,813 | ) | ||||||||||||||||
Balance, December 31, 2009 |
1,000 | 1 | 1,045,268 | (1,081,095 | ) | (35,826 | ) | |||||||||||||
Net loss |
(184,751 | ) | (184,751 | ) | ||||||||||||||||
Balance, December 31, 2010 |
1,000 | $ | 1 | $ | 1,045,268 | $ | (1,265,846 | ) | $ | (220,577 | ) | |||||||||
See
Notes to Financial Statements.
5
SYNTHRX, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
Period from | ||||||||||||
Inception | ||||||||||||
Years Ended December 31, | (January 12, 2004) through | |||||||||||
2010 | 2009 | December 31, 2010 | ||||||||||
Operating activities: |
||||||||||||
Net loss |
$ | (184,751 | ) | $ | (27,813 | ) | $ | (1,265,846 | ) | |||
Write off of in-process research and development |
| | 409,068 | |||||||||
Stock-based compensation |
| | 136,200 | |||||||||
Adjustments to reconcile net loss to net cash
used in operating activities: |
||||||||||||
Depreciation and amortization |
1,878 | | 1,878 | |||||||||
Increase (decrease) in: |
||||||||||||
Accounts payable |
22,587 | (7,699 | ) | 24,588 | ||||||||
Accrued expenses |
4,473 | 2,577 | 7,050 | |||||||||
Net cash used in operating activities |
(155,813 | ) | (32,935 | ) | (687,062 | ) | ||||||
Investing activities: |
||||||||||||
Investments in certificates of deposit |
(182 | ) | (324 | ) | (12,270 | ) | ||||||
Purchase of equipment |
(21,135 | ) | | (21,135 | ) | |||||||
Net cash used in investing activities |
(21,317 | ) | (324 | ) | (33,405 | ) | ||||||
Financing activities: |
||||||||||||
Capital contribution |
| | 500,000 | |||||||||
Stockholder loans |
200,000 | 50,000 | 275,000 | |||||||||
Net cash provided by financing activities |
200,000 | 50,000 | 775,000 | |||||||||
Net increase in cash |
22,870 | 16,741 | 54,533 | |||||||||
Cash at beginning of period |
31,663 | 14,922 | | |||||||||
Cash at end of period |
$ | 54,533 | $ | 31,663 | $ | 54,533 | ||||||
See
Notes to Financial Statements.
6
SYNTHRX,
INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 1 Business organization and summary of significant accounting policies:
Nature of operations:
SynthRx, Inc., a Delaware corporation (SynthRx or the Company), is a
development-stage enterprise developing a purified form of a rheologic and
antithrombotic agent, Poloxamer 188, or P188. During the period from January 12,
2004 (date of inception) through December 31, 2010, the Company has devoted
substantially all of its efforts to business planning and research and development.
Accordingly, the Company is considered to be in the development stage. The Company
is an early stage enterprise and is subject to all of the risks associated with
development stage companies.
Management is evaluating various strategic options, including the sale or exclusive
license of the Companys product candidate program, a strategic business merger and
other similar transactions, certain of which may result in a change of control of
the Company. There can be no assurances that the Company will be successful in
consummating a strategic transaction on a timely basis or at all.
Use of estimates:
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to
make estimates and assumptions that affect the reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
Cash equivalents:
Cash equivalents include all cash balances and highly-liquid investments with a
maturity of three months or less when acquired. At December 31, 2010 and 2009, the
Company did not have any cash equivalents.
Equipment:
Equipment is stated at cost. Depreciation is calculated using the straight-line
method over estimated useful lives of the assets. Repairs and maintenance are
expensed as incurred.
Research and development expenses:
Research and development expenses (R&D) are comprised of costs incurred in
performing R&D activities including consulting and development costs. Research and
development costs are expensed as incurred.
7
Note 1 Business organization and summary of significant accounting policies (continued):
General and administrative expenses:
General and administrative expenses include legal, finance and facilities. In
addition, general and administrative expenses include fees for professional
services, intellectual property protection and occupancy costs. These costs are
expensed as incurred.
Purchased in-process research and development:
The Company entered into a license agreement with CytRx Corporation (CytRx) in
June 2004 in exchange for 199 shares of the Companys common stock and a cash
payment of $228,164. CytRx granted SynthRx an exclusive license to certain
identified CytRx patent rights. The estimated fair value of the license agreement,
which had not reached technological feasibility, had no alternative future use, and
had uncertainty in generating future economic benefits, was expensed. Accordingly,
in 2004, the Company wrote off $409,068 of acquired R&D.
Patent costs:
Legal costs in connection with patent applications are expensed as incurred and
classified as general and administrative expenses.
Income taxes:
The Company accounts for income taxes pursuant to the asset and liability method
which requires deferred income tax assets and liabilities to be computed for
temporary differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in future periods
based on enacted laws and rates applicable to the periods in which the temporary
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected to
be realized. The income tax provision is the tax payable or refundable for the
period plus or minus the change during the year in deferred tax assets and
liabilities.
The Company adopted the new accounting for uncertainty in income taxes guidance on
January 1, 2009. The adoption of that guidance did not result on the recognition of
any unrecognized tax benefits and the Company has no unrecognized tax benefits at
December 31, 2010 and 2009. The Companys U.S. Federal and state income tax returns
prior to fiscal year 2008 are closed. Management continually evaluates expiring
statutes of limitations, audit, proposed settlements, changes in tax law and new
authoritative rulings.
8
Note 1 Business organization and summary of significant accounting policies (concluded):
Subsequent events:
The Company has evaluated events and transactions for potential recognition or
disclosures through March 16, 2011, which is the date the financial statements were
available to be issued.
Note 2 Investments:
At December 31, 2010 and 2009, total Federally insured certificates of deposits were
$12,270 and $12,088, respectively. Income from certificates of deposit held during the
years ended December 31, 2010 and 2009 were $182 and $324, respectively.
Note 3 Equipment:
Equipment consists of the following at December 31, 2010 and 2009:
2010 | 2009 | |||||||
Microscope |
$ | 21,135 | $ | | ||||
Less accumulated depreciation |
(1,878 | ) | | |||||
Totals |
$ | 19,257 | $ | | ||||
Depreciation expense for the years ended December 31, 2010 and 2009 amounted to
$1,878 and $0, respectively.
Note 4 Notes payable stockholder:
Notes payable stockholder consists of the following:
2010 | 2009 | |||||||
Loan (A) |
$ | 25,000 | $ | 25,000 | ||||
Loan (B) |
50,000 | 50,000 | ||||||
Loan (C) |
100,000 | | ||||||
Loan (D) |
100,000 | | ||||||
Totals |
275,000 | 75,000 | ||||||
Less current portion |
| | ||||||
Long-term portion |
$ | 275,000 | $ | 75,000 | ||||
9
Note 4 Notes payable stockholder (concluded):
(A) | On June 30, 2008, the Company borrowed $25,000 from Dr.
Robert Hunter. The note payable is due in full on or before June 30, 2013.
Interest at 3.84% is due annually beginning July 1, 2010. |
(B) | On January 31, 2009, the Company borrowed $50,000 from Dr.
Robert Hunter. The note payable is due in full on or before December 2013.
Interest at 2.48% is due annually beginning January 1, 2011. |
(C) | On March 29, 2010, the Company borrowed $100,000 from Dr.
Robert Hunter. The note payable is due in full on or before December 31, 2014.
Interest at 2.48% is due annually beginning April 1, 2011. |
(D) | On October 29, 2010, the Company borrowed $100,000 from Dr.
Robert Hunter. The note payable is due in full on or before December 31, 2014.
Interest at 2.48% is due annually beginning November 1, 2011. |
Principal payments on the above obligations in each of the fiscal years subsequent to
December 31, 2010 are as follows:
Fiscal | ||||
Year | Amount | |||
2011 |
$ | | ||
2012 |
| |||
2013 |
75,000 | |||
2014 |
200,000 | |||
Total |
$ | 275,000 | ||
Note 5 Stockholders equity:
The Company is authorized to issue 200,000 shares of stock consisting of 100,000
shares of common stock, par value $0.001 per share and 100,000 shares of preferred
stock.
On October 20, 2003, Dr. Robert L. Hunter and CytRx entered into an agreement to
provide for the formation and operation of SynthRx. In consideration with the
agreement, SynthRx issued Dr. Robert Hunter 801 shares of its common stock equal to
80.1% of the total outstanding capital stock of SynthRx and issued CytRx 199 shares of
its common stock equal to 19.9% of the total outstanding capital stock of SynthRx.
10
Note 5 Stockholders equity (concluded):
On October 28, 2004, Dr. Robert L. Hunter issued 150 shares of common stock to two
individuals for services they had performed for the Company. The fair
value of these shares at the time they were issued was $136,200 which was recorded as additional
paid-in capital and general and administrative expenses.
Note 6 Income taxes:
Due to the Companys historical net loss position, and as a full valuation allowance
against deferred tax assets has been recorded, there is no provision or benefit for
income taxes recorded for the years ended December 31, 2010 and 2009.
Deferred income taxes reflect the net tax effect of temporary differences between the
carrying amount of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of deferred tax assets
and liabilities at December 31, 2010 and 2009 are as follows:
Deferred tax assets: | 2010 | 2009 | ||||||
Net operating loss carryforward |
$ | 245,848 | $ | 179,506 | ||||
Intangible assets |
73,486 | 78,658 | ||||||
Other |
2,522 | 876 | ||||||
Total deferred tax assets |
321,856 | 259,040 | ||||||
Less: valuation allowance |
(321,856 | ) | (259,040 | ) | ||||
Total deferred tax assets, net of valuation allowance |
$ | | $ | | ||||
The Company has established a full valuation allowance against the deferred tax assets
due to the uncertainty surrounding the realization of such assets. The Company has
determined it is more likely than not that the deferred tax assets are not realizable
due to its historical loss position.
At December 31, 2010, the Company had Federal income tax net operating loss
carryforwards of approximately $723,000. The Federal tax loss carryforwards will begin
expiring in 2024. Under Section 382 of the Internal Revenue Code of 1986, as amended,
substantial changes in the Companys ownership may limit the amount of net operating
loss carryforwards that could be utilized annually in the future to offset taxable
income. Any such annual limitation may significantly reduce the utilization of the net
operating losses before they expire.
11
Note 7 License agreement:
On June 8, 2004, the Company entered into a license agreement with CytRx in
exchange for 199 shares of the Companys common stock and a non-refundable cash
payment of $228,164. The fair value of common stock issued in exchange for these
rights and the cash payment, in the amount of $409,069, were charged to research
and development expense in the year ended December 31, 2004 (see Note 1).
Upon attainment of certain milestones, which include regulatory approvals and
first commercial sales, the Company may be obligated to pay fees of up to
$8,000,000.
The Company is obligated to pay a royalty of 5% of sales under the license to
FlOCOR Intellectual Property, 5% of sales under the license for Anti-Infectives
Intellectual Property and 4% of sales under the license for OptiVax Intellectual
Property.
Note 8 Subsequent events:
In February 2011, the Company entered into an agreement and plan of merger to be
acquired by Adventrx Pharmaceuticals, Inc. and Subsidiaries (Adventrx). Under
the proposed merger, all shares of the Company will be purchased for 2,938,773
shares of Adventrx common stock and potentially an aggregate of 13,478,050 shares
if certain milestones are achieved.
12