Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number: 000-17119
QUANTRX BIOMEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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33-0202574
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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10190 SW 90th Avenue, Tualatin, Oregon 97123
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 575-9385
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(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. [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. [ ]
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. (Check one):
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Large accelerated filer
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[ ]
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Accelerated filer [ ]
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Non-accelerated filer (Do not check if smaller reporting company)
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[ ]
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ]
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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2013): $1,844,793.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of April 27, 2014: 55,428,644 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of QuantRx Biomedical Corporation (the “Company”, “our” or “we”) for the year ended December 31, 2013, originally filed with the Securities and Exchange Commission (“SEC”) on April 14, 2014 (the “Original Filing”). The sole purpose of this Amendment is to include information previously omitted from Items 10, 11, 12, 13, and 14 of Part III of the Original Filing, in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after fiscal year end.
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
For purposes of this Amendment, and in accordance with Rule 12b-15 under the Exchange Act, Items 10 through 14 and the exhibit list of the Original Filing have been amended and restated in their entirety.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing.
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TABLE OF CONTENTS
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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1 | |
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Item 11.
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Executive Compensation
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2 | |
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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3 | |
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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5 | |
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Item 14.
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Principal Accounting Fees and Services
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5 | |
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Item 15
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Exhibit Index
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6 | |
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SIGNATURES
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the Company’s executive officers and directors:
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Directors and Executive Officers
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Age
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Position
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Dr. Shalom Hirschman
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77 |
Chief Executive Officer, Principal Accounting Officer and Chairman
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William H. Fleming, Ph.D.
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67 |
Chief Scientific Officer, President and Director
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Michael Abrams
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44 |
Director
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Shalom Hirschman, M.D. was appointed Chief Executive Officer and Principal Accounting Officer on December 31, 2010, and has served as a Director of the Company since September 2005. Dr. Hirschman was Professor of Medicine, Director of the Division of Infectious Diseases and Vice-Chairman of the Department of Medicine at Mt. Sinai School of Medicine and the Mount Sinai Hospital. He spent nearly three decades at Mt. Sinai until his retirement. He then became the CEO, President and Chief Scientific Officer of Advanced Viral Research Corp. from which he retired in 2004.
Dr. Hirschman’s extensive experience in healthcare, in both academia and as an executive working in advanced clinical research, contribute to the efforts of the Board of Directors in shaping the direction of the Company as it seeks to execute its business plan.
William H. Fleming, Ph.D., has served as President since November 2008, Chief Scientific Officer of the Company since July 2005, and as a Director and Secretary of the Company since February 1994. Prior to that, he served as Vice President of Diagnostics from August 1997 through July 2005, and as Acting CEO from 2003 until May 2005. From February 1994 through August 1997, Dr. Fleming served as President and Chief Operating Officer. In addition, he was President, Chief Operating Officer and a Director of ProFem from July 1993 until its merger with the Company in June 1994. From April 1992 until July 1993, Dr. Fleming served as an associate with Sovereign Ventures, a healthcare consulting firm; concurrently he served as director of corporate development of Antivirals, Inc., a biotechnology company involved in antisense technology. Dr. Fleming is a director of ERC, a non-profit organization.
The Board of Directors believes that Dr. Fleming’s tenure with the Company dating back to 1994, together with his extensive experience in women’s healthcare, including biotechnology expertise, contribute to the Board’s deliberations regarding efforts to commercialize the Company’s PAD technologies.
Michael S. Abrams was appointed to the Board of Directors in March 2012. Mr. Abrams is currently the Chief Financial Officer and Director of FitLife Brands, Inc., a publicly traded company, and is a Managing Director of Burnham Hill Partners LLC, a New York-based investment and merchant banking firm he joined in August of 2003. Mr. Abrams holds a Master of Business Administration with Honors from the Booth School of Business at the University of Chicago.
The Board of Directors believes that Mr. Abrams’ broad experience in corporate finance, including restructurings, as well as his experience as a finance executive working with public companies, provides necessary and relevant experience to the Board of Directors given the Company’s financing challenges and efforts to restructure its business and operations.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s Directors and Officers, and persons who own more than 10% of a registered class of the Company’s equity securities (“Section 16 Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of the forms it has received, on other reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes no delinquent Section 16 reports were filed during 2013.
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Code of Ethics
The Company has adopted a code of ethics, which applies to all our directors, officers and employees. Our code of ethics is intended to comply with the requirements of Item 406 of Regulation S-K. Any person may also obtain a copy of the Company’s code of ethics without charge by sending a written request addressed to: QuantRx Biomedical Corporation, 10190 SW90th Avenue, No. 4690, Tualatin, Oregon, 97123.
Audit Committee
At December 31, 2013, the Company did not have an audit committee. Considering the current suspension of active development of our PAD based products, together with the costs associated with procuring and providing the infrastructure to support an independent audit committee and the Company’s limited number of transactions, Management has concluded that the risks associated with the lack of an independent audit committee are justified and manageable. Management will, however, periodically reevaluate its position with a view to establishing an audit committee in the event it is deemed to be in the best interests of the Company’s stockholders.
Compensation Committee
The Company does not currently have a compensation committee due to the lack of sufficient independent directors. At such time as the Company actively recruits additional management in connection with the recommencement of active operations, the Board of Directors will establish a compensation committee to administer the Company’s stock option plans and to reestablish general policies relating to compensation.
Nominating Committee
The Company’s entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidate’s skills and experience are complementary to the existing Board’s skills and experience as well as the Board’s need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria, and then select nominees that the Board believes best suit the Company’s needs.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth information concerning the compensation paid to the Company’s Chief Executive Officer, and the Company’s two most highly compensated executive officers other than its chief executive officer, who were serving as executive officers as of December 31, 2013 and whose annual compensation exceeded $100,000 during such year (collectively the “Named Executive Officers”):
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Name And
Principal Position
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Year
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Salary
($)
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Bonus
($)
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Option
Awards (1)
($)
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All other
Compensation
($)
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Total
($)
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Dr. Shalom Hirschman
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2013
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2,000
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-
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10,500
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(2)
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12,500
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Chief Executive Officer and Principal Accounting Officer
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2012
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39,000
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-
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-
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9,000
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(3)
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48,000
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(1)
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During the years ended December 31, 2013 and 2012, the Company did not grant stock options to its Named Executive Officers or Directors.
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(2)
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Amount represents the fair value of 550,000 shares of Common Stock issued to Dr. Hirschman as compensation during 2013.
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(3)
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Amount represents the fair value of 150,000 shares of Common Stock issued to Dr. Hirschman as compensation during 2012.
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Outstanding Equity Awards at Fiscal Year-End
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Option Awards
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Name
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Number of
Securities Underlying Unexercised
Options (#) Exercisable
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Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
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Equity Incentive Plan Awards:
Number of
Securities
Underlying Unexercised
Unearned
Options (#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Dr. Shalom Hirschman
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12,500
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-
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0.38
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12/31/2014
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Chief Executive Officer and Principal Accounting Officer
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There are no outstanding stock awards as of December 31, 2013. Exercise prices of all the above option awards were equal to or exceeded the closing stock price on the date of grant.
Director Compensation
The following table sets forth information concerning compensation paid to our non-employee director earned during the years ended December 31, 2013:
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Name
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Fees earned or Paid in Cash
($)
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Option
Awards
($)
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Stock
Awards
($)
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Total
($)
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Michael Abrams
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$
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-
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$
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-
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$
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20,000
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(1)
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$
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20,000
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(1)
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Amount represents the fair value of 1,000,000 shares of Common Stock issued to Mr. Abrams as compensation during 2013.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as of April 27, 2014, concerning the ownership of Common Stock by (i) each stockholder of the Company known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each current member of the Board of Directors of the Company, and (iii) each Executive Officer of the Company named in the Summary Compensation Table appearing under “Executive Compensation” above.
The number and percentage of shares beneficially owned is determined in accordance with Rule 13(d)(3) of the Securities Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Under that rule, beneficial ownership includes any shares as to which the individual or entity has voting power or investment power and any shares that the individual has the right to acquire within 60 days through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power, or shares such powers with his or her spouse, with respect to the shares shown as beneficially owned.
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Name and Address of Beneficial Owner (1)
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Amount and Nature of
Beneficial Ownership
as of April 27, 2014
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Percentage of Class (2)
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Officers and Directors
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William H. Fleming (3)
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1,664,534
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2.98
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%
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Shalom Hirschman (4)
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1,162,500
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2.10
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%
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Michael Abrams (5)
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–
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–
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Total Officers and Directors as a Group
(3 persons)
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2,827,034
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5.08
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%
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5% Beneficial Owners
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Jason T. Adelman (6)
c/o Cipher Capital Partners LLC
1251 Avenue of Americas, Suite 936
New York, NY 10020
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3,979,245
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7.18
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%
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Matthew Balk (7)
50 North 5th Street, Apt. 5GE
Brooklyn, NY 11249
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4,118,500
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7.43
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%
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*
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Less than 1%.
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(1)
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Unless indicated otherwise, the address of each person listed in the table is: c/o QuantRx Biomedical Corporation, 10190 SW 90th Avenue, Tualatin, Oregon 97123.
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The percentage of beneficial ownership of Common Stock is based on 55,428,644 shares of Common Stock outstanding as of April 27, 2014 and excludes all shares of Common Stock issuable upon the exercise of outstanding options or warrants to purchase Common Stock or conversion of any Common Stock equivalents, other than the shares of Common Stock issuable upon the exercise of options or warrants to purchase Common Stock held by the named person to the extent such options or warrants are exercisable within 60 days of April 27, 2014.
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(3)
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Ownership includes beneficial ownership of 1,000 shares of Common Stock held by the executive’s brother, 112,500 Common Stock options currently exercisable, and Common Stock warrants currently exercisable for 260,000 common shares. Does not include 650,000 shares of common stock reserved for issuance at April 27, 2014.
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(4)
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Ownership includes 12,500 Common Stock options currently exercisable. Does not include 550,000 shares of common stock reserved for issuance at April 27, 2014.
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(5)
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Does not include 1,000,000 shares of common stock reserved for issuance at April 27, 2014.
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(6)
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Shares are owned by Mr. Adelman in JTROS with Cass G. Adelman, Mr. Adelman’s spouse, and exclude 3,085,336 shares of Common Stock issuable upon conversion of the Company’s Series B Preferred and 467,000 shares issuable upon conversion of certain promissory notes held by Mr. Adelman. The terms of the promissory notes and the Series B Preferred contain provisions preventing their conversion if as a result of such conversion the holder thereof owns in excess of 4.99% and 9.99%, respectively, of the issued and outstanding shares of Common Stock of the Company.
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(7)
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Shares exclude 300,000 shares of Common Stock issuable upon conversion of the Company’s Series B Preferred and 74,000 shares issuable upon conversion of certain promissory notes held by Mr. Balk. The terms of the promissory notes and the Series B Preferred contain provisions preventing their conversion if as a result of such conversion or exercise the holder thereof owns in excess of 4.99% and 9.99%, respectively, of the issued and outstanding shares of Common Stock of the Company.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Parties
Mr. Michael Abrams, a director of the Company, is an employee of Burnham Hill Advisors, LLC (“BHA”). BHA is a party to a Consulting Agreement for Services ("Agreement") by and between the Company and BHA, dated as of October 29, 2013, which Agreement replaced the previous Consulting Agreement for Services dated August 1, 2012. As compensation for services rendered to the Company under the terms of the Agreement, the Company is required to issue to BHA 100,000 shares of restricted stock monthly through the date of termination, as well as accrue $12,000 per month, which amount continues to accrue until the earlier to occur of such time as the Company's cash balance exceeded $1.5 million, or the date of termination of the Amended Agreement. Prior to August 1, 2012, the Company issued BHA 200,000 warrants monthly as consideration for the services rendered to the Company under the terms of the Amended Agreement. On August 1, 2012, the Company exchanged all previously issued warrants, exercisable for 3.0 million shares of Common Stock, for 1.5 million shares of restricted Common Stock.
Director Independence
The Company has determined that none of its three directors that served on the Company’s Board of Directors at December 31, 2013 were independent on such date, as determined under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 adopted pursuant to the Sarbanes-Oxley Act.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed for professional services rendered by MartinelliMick PLLC ("MartinelliMick") for the audit of our annual financial statements and the reviews of financial statements for years 2013 and 2012 were $25,891 and $26,107, respectively.
Audit-Related Fees
During the years ended December 31, 2013 and 2012, no assurance or related services were performed MartinelliMick that were reasonably related to the performance of the audit or review of our financial statements.
Tax Fees
During the year ended December 31, 2013 and 2012, no fees were billed by MartinelliMick for tax compliance, tax advice or tax planning services.
All Other Fees
During the years ended December 31, 2013 and 2012, no fees were billed by MartinelliMick other than the fees set forth under the captions “Audit Fees” and “Tax Fees” above.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this annual report:
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Exhibit No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed with Form 10-KSB filed on April 16, 2001)
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3.2
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Certificate of Amendment to the Articles of Incorporation of the Company, dated November 30, 2005 (incorporated by reference to Exhibit 3.2 filed with Form 10-KSB on March 31, 2006)
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3.3
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Bylaws of the Company (incorporated by reference to Exhibit 3.2 filed with Form 10KSB40/A filed on September 23, 1999)
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3.4
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Certificate of Amendment to the Bylaws of the Company dated December 2, 2005 (incorporated by reference to Exhibit 3.4 filed with Form 10-KSB on March 31, 2006)
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3.5**
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Certificate of Amendment to the Articles of Incorporation, dated January 25, 2010.
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3.6**
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Certificate of Withdrawal of the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock, dated November 19, 2010
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3.7
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Certificate of Designation for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 filed with Form 10-K on April 14, 2011)
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4.1
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Form of Warrant to Purchase Shares of Common Stock of QuantRx Biomedical Corporation, dated October 2007 (incorporated by reference to Exhibit 10.2 filed with Form 8-K on October 24, 2007)
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4.2
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Form of Warrant to Purchase Shares of Common Stock of QuantRx issued by QuantRx in favor of Investors (incorporated by reference to Exhibit 4.2 filed with Form 8-K on January 29, 2008).
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4.3
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Form of Warrant to Purchase Shares of Common Stock of QuantRx, dated June 2008, issued by QuantRx in favor of lender (incorporated by reference to Exhibit 4.2 filed with Form 8-K on July 28, 2008).
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4.4
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Form of Warrant to Purchase Shares of Common Stock of QuantRx, dated August 2008, issued by QuantRx in favor of lender. (incorporated by reference to Exhibit 4.2 filed with Form 8-K on August 27, 2008).
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4.5
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Warrant to Purchase 2,000,000 Shares of Common Stock of QuantRx, dated July 30, 2009, issued by QuantRx in favor of NuRx (incorporated by reference to Exhibit 10.4 filed with Form 8-K on August 5, 2009)
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4.6
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Warrant to Purchase 2,000,000 Shares of Common Stock of QuantRx, dated July 30, 2009, issued by QuantRx in favor of NuRx (incorporated by reference to Exhibit 10.5 filed with Form 8-K on August 5, 2009)
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10.1
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2007 Incentive and Non-Qualified Stock Option Plan (incorporated by reference to Exhibit C filed with Schedule 14A on June 5, 2007)
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10.2
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Employment Agreement, dated July 30, 2009, by and between QuantRx and William Fleming (incorporated by reference to Exhibit 10.8 filed with Form 8-K on August 5, 2009)
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10.3
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Settlement Agreement and Release, dated as of July 7, 2011, by and between the Company and NuRx Pharmaceuticals, Inc. (incorporated by reference to Exhibit 99.1 filed with Form 8-K on July 8, 2011).
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14.1
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Ethical Guidelines adopted by the Board of Directors of the Company on May 31, 2005 (incorporated by reference to Exhibit 14.1 filed with Form 10-KSB on March 31, 2006)
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31.1*
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Principal Executive Officer pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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Certification of Principal Financial Officer pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase
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* Document is filed herewith
** Document was filed with Original Filing
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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.
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QuantRx Biomedical Corporation
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Date: April 30, 2014
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By:
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/s/ Shalom Hirschman
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Principal Executive and Principal Accounting Officer
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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.
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QuantRx Biomedical Corporation
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Date: April 30, 2014
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By:
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/s/ William H. Fleming
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William H. Fleming, Director
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Date: April 30, 2014
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By:
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/s/ Shalom Hirschman
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Shalom Hirschman, Director
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Date: April 30, 2014
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By:
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/s/ Michael Abrams
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Michael Abrams, Director
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