UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2014

 

¨ 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: 000-28347

 

ONCOVISTA INNOVATIVE THERAPIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	33-0881303
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

14785 Omicron Drive

Suite 104

San Antonio, Texas 78245

(Address of principal executive offices)

 

(210) 677-6000

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the issuer: (1) 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. Yes x No ¨

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 21,627,868 shares of common stock with a par value of $.001 outstanding as of August 11, 2014.

 

  

ONCOVISTA INNOVATIVE THERAPIES, INC.

 

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2014

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION	2
ITEM 1 – FINANCIAL STATEMENTS	2
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4 – CONTROLS AND PROCEDURES	18
PART II – OTHER INFORMATION	20
ITEM 1 – LEGAL PROCEEDINGS	20
ITEM 1A – RISK FACTORS	20
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4 – MINE SAFETY DISCLOSURES	21
ITEM 5 – OTHER INFORMATION	21
ITEM 6 – EXHIBITS	22

  

  

PART I – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

ONCOVISTA INNOVATIVE THERAPIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

		June 30,				December 31,
		2014				2013
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	55,932			$	44,898
Prepaid and other current assets			43,595				50,945
Total current assets			99,527				95,843
Equipment, net			-				477
Total assets		$	99,527			$	96,320
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable (including related party account payable of $996,000 and $896,000, respectively)		$	1,364,072			$	1,266,391
Accrued expenses (including related party accrued expenses of $710,000 and $660,000, respectively)			2,211,571				1,873,959
Loan Payable (including accrued interest of $1,667)			101,667
Derivative liability			675,267				9,732
Other liability – stock grant			66,000				66,000
Total current liabilities			4,418,577				3,216,082
Commitments and contingencies
Deficit
Common stock, $.001 par value; 147,397,390 shares authorized, 21,627,868 shares issued and outstanding			21,627				21,627
Additional paid-in capital			20,217,726				20,216,731
Accumulated deficit			(24,558,403	)			(23,358,120	)
Total deficit			(4,319,050	)			(3,119,762	)
Total liabilities and deficit		$	99,527			$	96,320

 

See accompanying notes to the condensed consolidated financial statements

 

  

ONCOVISTA INNOVATIVE THERAPIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2014				2013				2014				2013
Revenue		$	–			$	–			$	–			$	–
Operating expenses:
Research and development			125,031				215,718				275,304				453,535
General and administrative			162,713				135,702				257,783				292,534
Total operating expenses			287,744				351,420				533,087				746,069
Loss from operations			(287,744	)			(351,420	)			(533,087	)			(746,069	)
Other income (expense):
Interest income			1				48				6				233
Gain (loss) on derivative liability			(603,516	)			94,127				(665,535	)			40,439
Interest expense			(1,667	)			(116	)			(1,667	)			(152	)
Total other income (expense), net			(605,182	)			94,059				(667,196	)			40,520
Net Loss		$	(892,926	)		$	(257,361	)		$	(1,200,283	)		$	(705,549	)
Net loss per share - basic and diluted		$	(0.04	)		$	(0.01	)		$	(0.06	)		$	(0.03	)
Weighted average number of shares outstanding during the period - basic and diluted			21,627,868				21,627,868				21,627,868				21,627,868

 

See accompanying notes to the condensed consolidated financial statements

 

  

ONCOVISTA INNOVATIVE THERAPIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Six months ended June 30,
		2014				2013
Cash flows from operating activities
Net loss		$	(1,200,283	)		$	(705,549	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			477				2,196
Employee stock-based compensation			995				3,927
Interest expense			1,667				–
Loss (gain) on derivative liability			665,535				(40,439	)
Changes in operating assets and liabilities:
Accounts  receivables, prepaid and other current assets			7,350				(24,982	)
Accounts payable			97,681				154,263
Accrued expenses			337,612				220,602
Net cash used in operating activities			(88,966	)			(389,982	)
Net cash provided by (used in) investing activities			–				–
Cash flows for financing activities
Proceeds from loans payable			100,000				–
Net cash provided by financing activities			100,000				–
Net increase in cash and cash equivalents			11,034				(389,982	)
Cash and cash equivalents at beginning of period			44,898				511,687
Cash and cash equivalents at end of period		$	55,932			$	121,705
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-Cash financing and investing activities:
Warrants issued for legal settlement		$	-			$	3,200

 

See accompanying notes to the condensed consolidated financial statements

 

  

Note 1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

 

OncoVista Innovative Therapies, Inc. (“OVIT”) is a biopharmaceutical company developing targeted anticancer therapies by utilizing tumor-associated biomarkers.  OVIT’s product pipeline is comprised of advanced (Phase II) and early (Phase I) clinical-stage compounds, late preclinical drug candidates and early preclinical leads. OVIT is not committed to any single treatment modality or class of compound, but believes that successful treatment of cancer requires a tailored approach based upon individual patient disease characteristics.

 

Through its former subsidiary, AdnaGen AG (“AdnaGen”), OVIT previously developed diagnostic kits for several cancer indications, and marketed diagnostic kits in Europe for the detection of circulating tumor cells (“CTCs”) in patients with cancer.

 

On October 28, 2010, OVIT entered into a Stock Purchase Agreement with Alere Holdings Bermuda Limited Canon's Court (“Alere Holdings”), whereby OVIT sold all of its shares, representing approximately 78% of the total issued and outstanding shares of AdnaGen to Alere Holdings.  Under the terms of the agreement, OVIT and the other AdnaGen shareholders agreed to sell their respective shares of AdnaGen, and all AdnaGen related business assets, to Alere Holdings for: (i) a $10 million up-front payment; (ii) $10 million in potential milestone payments contingent upon the achievement of various balance sheet objectives within 24 months; and (iii) up to $63 million in potential milestone payments contingent upon the achievement of various clinical, regulatory and sales objectives within the next 36 months.  OVIT is entitled to receive its pro rata portion of the up-front and potential milestone payments.  In November 2010, OVIT received $6.0 million, net of expenses and certain fees, as its share of the $10 million up-front payment. For the six month periods ended June 30, 2014 and 2013, no milestone payments were received.

 

OVIT is using the proceeds from the sale of its shares in AdnaGen to fund on-going development activities for its drug candidate portfolio.  Additionally, OVIT is evaluating several opportunities to license or acquire other compounds or diagnostic technologies that it believes will provide for treatments that are highly targeted with low or no toxicity.

 

At June 30, 2014, OVIT had two full time employees. OncoVista, Inc. (“OncoVista”), OVIT’s operating subsidiary, had no full-time employees.

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, and changes in deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended June 30, 2014 are not necessarily indicative of results for the full fiscal year.

 

The unaudited interim consolidated financial statements should be read in conjunction with the required financial information included as part of OVIT’s Form 10-K for the year ended December 31, 2013.

 

  

Principles of Consolidation

 

The consolidated financial statements include the accounts of OVIT and OncoVista (collectively, the “Company”). All intercompany balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates include the valuation of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, estimates relating to the fair value of derivative liabilities and the valuation allowance for deferred tax assets.

 

Net Loss per Share

 

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding including the effect of share equivalents. Common stock equivalents consist of shares issuable upon the exercise of certain common stock purchase warrants and stock options.

 

As the Company had losses from operations for the three and six month periods ended June 30, 2014 and 2013, respectively, all unvested restricted stock, stock options and warrants are considered to be anti-dilutive. At June 30, 2014 and 2013, the following shares have been excluded since their inclusion in the computation of diluted EPS would be anti-dilutive:

 

		2014				2013
Stock options outstanding under various stock option plans			1,381,500				1,381,500
Warrants			1,625,000				1,625,000
Total			3,006,500				3,006,500

 

Share-Based Compensation

 

All share-based payments to employees are recorded and expensed in the statements of operations under Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation.” ASC 718 requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including grants of employee stock options, based on estimated fair values. The Company has used the Black-Scholes option-pricing model to estimate grant date fair value for all option grants.

 

Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

 

  

Recent Accounting Pronouncements

 

The Company has evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements.

 

Note 3. GOING CONCERN AND MANAGEMENT’S PLANS

 

As reflected in the accompanying consolidated financial statements, the Company reported a net loss of approximately $1,200,000, and net cash used in operations of approximately $89,000 for the six months ended June 30, 2014, an accumulated deficit of approximately $24.6 million and a total deficit of approximately $4.3 million at June 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes it has sufficient capital to meet its anticipated operating cash requirements for the next two to three months.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on management’s ability to further implement its strategic plan, obtain additional capital, principally by obtaining additional debt and/or equity financing, and generate revenues from collaborative agreements or sale of pharmaceutical products. There can be no assurance that these plans will be sufficient or that additional financing will be available in amounts or terms acceptable to the Company, if at all.

 

  

Note 4. EQUIPMENT

 

Equipment balances at June 30, 2014 and December 31, 2013 are summarized below:

 

		2014(Unaudited)				2013
Equipment			30,132			$	30,132
Computer and office equipment			9,326				9,326
			39,458				39,458
Less: accumulated depreciation			(39,458	)			(38,981	)
Equipment, net		$	-			$	477

 

Note 5. ACCRUED EXPENSES

 

Accrued expenses at June 30, 2014 and December 31, 2013 are summarized below:

 

		2014(Unaudited)				2013
Legal and professional		$	28,088			$	28,008
Clinical and other studies			138,427				138,427
Compensation			1,103,352				840,820
Minimum royalty			935,000				860,000
Other			6,704				6,704
Total accrued expenses		$	2,211,571			$	1,873,959

 

Note 6. DEBT

 

In April 2014, the Company borrowed $100,000 in exchange for unsecured notes of totaling $100,000. Accrued interest at June 30, 2014 is approximately $1,700. The notes have an interest rate of 8%, and are due on April 15, 2015. The debt holders may convert the principal and any interest into shares of common stock at a price of $0.75 per share, or 80% of the amount of the Company’s next equity offering. The Company has evaluated the conversion and contingent conversion features of the notes and determined that there is no beneficial conversion feature as of June 30, 2014.

 

Note 7. DERIVATIVE LIABILITY AND FAIR VALUE INFORMATION

 

The Company determined that warrants issued in connection with the bridge round of debt financing entered into by the Company in January 2009 required liability classification due to certain provisions that may result in an adjustment to the number shares issued upon settlement.

 

The estimated fair value of the derivative liability was $675,267 and $9,732 at June 30, 2014 and December 31, 2013, respectively.

 

The Company uses the Black-Scholes pricing model to calculate the fair value of its warrant liabilities. Key assumptions used to apply these models are as follows:

 

Expected term		0.5-1 years
Volatility		95.5-102.8%
Risk-free interest rate		0.07-0.10%
Dividend yield		0%

 

  

Fair value measurements

 

Assets and liabilities measured at fair value as of June 30, 2014, are as follows:

 

		Value at June 30, 2014				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liability		$	675,267			$	–			$	675,267			$	–

 

The fair value framework requires a categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

 

There were no financial assets or liabilities measured at fair value, with the exception of cash and cash equivalents and the above mentioned derivative liability as of June 30, 2014 and December 31, 2013, respectively. The fair values of accounts payable/loan payable and stock grant liability approximate the carrying amounts due to the short term nature of these instruments. The fair value of related party accounts payable and accrued expenses are not practicable to estimate due to the related party nature of the underlying transactions.

 

Note 8. LEASES, COMMITMENTS AND CONTINGENCIES

 

Lease Obligations

 

In January 2011, the Company entered a three-year lease with an affiliate of the CEO for laboratory space which expired in December 2013. Beginning in January 2014, the Company is utilizing the space, however, no terms have been negotiated and no payments have been made.

 

Legal Matters

 

On August 11, 2011, an action was filed against the Company in the United States District Court for the Southern District of New York, entitled New Millennium PR Communications, Inc., against OncoVista Innovative Therapies, Inc., seeking damages for the alleged breach of a public relations agreement. On January 31, 2013 a settlement was reached whereby the Company agreed to pay New Millennium $7,000, in two payments of $3,500 each, and issue 25,000 warrants at an exercise price of $0.25 per share.

 

On August 26, 2011, an action was filed in the Supreme Court of the State of New York, New York County, by CAMOFI Master LDC and CAMHZN LDC (“Plaintiffs”) against OncoVista Innovative Therapies, Inc. and OncoVista, Inc. (“Defendants”). Plaintiffs brought six claims against the Defendants: three for breach of contract; one for declaratory relief; one for specific performance; and one for attorneys’ fees. The entire action arose from Plaintiffs seeking the issuance of: (i) 1,980,712,767 shares of the Company’s common stock, and (ii) warrants to purchase 702,857,767 shares of the Company’s common stock at an exercise price of $0.001. Plaintiffs alleged these securities were due to them pursuant to a Subscription Agreement, a Warrant Agreement and an Anti-Dilution Agreement signed with the Company for a transaction in August 2007. On June 29, 2012, Plaintiffs filed a motion for summary judgment on all of their causes of action. On January 17, 2013, oral arguments were heard and the court granted the Plaintiffs’ motion for summary judgment on the declaratory relief cause of action only. The court reserved judgment on the other five causes of action and the judge asked the parties to attempt to reach a settlement. While the judge indicated that the Anti-Dilution Agreement was unambiguous and not mistaken, she also indicated that it would not be equitable to either the Company or its public shareholders to issue hundreds of millions of additional shares. The parties were unable to reach a settlement and the matter went back to the court for a decision. On March 25, 2014, the court granted Plaintiffs’ causes of action for breach of contract and attorneys fees, but denied the cause of action for specific performance, ruling that monetary damages would be sufficient to compensate Plaintiffs without the Company being forced to issue hundreds of millions of additional shares. A Special Referee will decide the amount of the monetary damages and attorneys’ fees to be awarded to Plaintiffs. Defendants will have the opportunity to argue these amounts at a hearing before the Special Referee before that decision. The date for this hearing has not yet been set. No amount has been recorded in the accompanying financial statements as the amount is not estimatable as of the issuance of the financial statements.

 

 

On February 16, 2012, the Company filed an action in the 225 Judicial District Court of the State of Texas, Bexar County, entitled OncoVista Innovative Therapies, Inc. against J. Michael Edwards. The action seeks damages relating to the executive employment agreement of J. Michael Edwards, our former Chief Financial Officer. Specifically, the Company is seeking to have the Stock Option Agreement granted to Mr. Edwards on January 6, 2009 be declared void ab initio. The Company is also seeking damages and attorney fees. On March 30, 2012, the Company received a copy of a counterclaim that may be filed in the same court and is seeking approximately $197,000, plus certain health and life insurance benefits, in alleged compensation due. On December 12, 2012 Mr. Edwards filed a third party petition in the court against third party defendant Alexander L. Weis, our Chairman, CEO & President. Depositions are ongoing and the Company believes the counterclaimant’s allegations are without merit and intends to vigorously defend these claims.

 

Note 9. RELATED PARTY TRANSACTIONS

 

Alexander L. Weis, Ph.D., Chairman of the Company’s Board of Directors and its Chief Executive Officer, President, Chief Financial Officer and Secretary, and a significant shareholder, is a beneficial owner of Lipitek International, Inc. and Lipitek Research, LLC. The Company leases its laboratory space from Lipitek, Inc. under a three-year lease agreement. Management believes that rent is based on reasonable and customary rates as if the space were rented to a third party.

 

On November 17, 2005, the Company entered into a purchase agreement with Lipitek and Dr. Weis, under which Lipitek granted the Company an option to purchase all membership interests in Lipitek Research, LLC (Lipitek Research) for a purchase price of $5.0 million, which is payable quarterly based upon revenues of Lipitek Research up to $50,000 per quarter. Through June 30, 2014, the Company had paid a total of $550,000 toward this agreement and has accrued $950,000 and $850,000, which is included in accounts payable in the consolidated balance sheets as of June 30, 2014, and December 31, 2013, respectively. During the six month periods ended June 30, 2014 and 2013, the Company made no payments toward the agreement.

 

Prior to the full payment of the purchase price, the Company has the option, upon 30 days written notice, to abandon the purchase of Lipitek Research and would forfeit the amounts already paid. All intellectual property developments by Lipitek Research through the term of the agreement or 2012, whichever is later, shall remain the Company’s property, irrespective of whether the option is exercised. In addition, the Company will receive 80% of the research and development revenue earned by Lipitek while the agreement is in place. In the six month periods ended June 30, 2014 and 2013, the Company did not recognize any revenue from its share of Lipitek revenues.

 

For the potential acquisition of Lipitek, the Company determined that, under SEC Regulation S-X, Rule 11-01(d) (“11-01”), and ASC 805 Lipitek would be classified as a development stage company and thus was not considered a business. As a result, purchase accounting rules did not apply.  The Company also cannot determine with any certainty at this time, if it will exercise the option to purchase Lipitek in the future.

 

In addition the Company has a license agreement with Lipitek which requires the Company to pay minimum royalties. The Company has accrued $710,000 and $690,000, which is included in accrued expenses in the consolidated balance sheet as of June 30, 2014 and December 31, 2013, respectively.

 

Note 10. EQUITY (DEFICIT)

Common Stock

 

The Company is authorized to issue up to 147,397,390 shares of common stock. At June 30, 2014, shares of common stock reserved for future issuance are as follows:

 

Stock options outstanding			1,381,500
Warrants outstanding			1,625,000
Stock options available for grant			2,159,250
			5,165,750

 

 

Restricted Stock

 

On June 13, 2012, the Company entered into an agreement to grant an aggregate of 300,000 shares of common stock to Landmark Financial Corporation which shares vest at the rate of 50,000 shares per month for six months, the term of the agreement. These shares will be granted for services to be provided by Landmark Financial Corporation related to identifying and evaluating alternative strategies for expanding the Company’s business. As of June 30, 2014 the shares have not been issued to Landmark Financial Corporation. The Company recorded $66,000 in consulting expense for the restricted stock grant for the year ended December 31, 2012, all of which is in accrued expenses as the shares were not issued as of June 30, 2014 and December 31, 2013.

 

Stock Option Plans

 

All option grants are expensed in the appropriate period based upon each award’s vesting terms, in each case with an offsetting credit to additional paid in capital. Under the authoritative guidance for share based compensation, in the event of termination, the Company will cease to recognize compensation expense. There is no deferred compensation recorded upon initial grant date, instead, the fair value of the share-based payment is recognized ratably over the stated vesting period. No stock options were granted during the six months ended June 30, 2014 and 2013.

 

The stock-based compensation expense recorded by the Company for the six months ended June 30, 2014 and 2013, with respect to awards under the Company’s stock plans are as follows:

 

		2014				2013
Research and development		$	995			$	3,927
General and administrative			–				–
Total employee stock-based compensation		$	995			$	3,927

 

The following is a summary of the Company’s stock option activity:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2014			1,381,500			$	0.91
Granted			–				–
Exercised			–				–
Forfeited			–				–
Outstanding at June 30, 2014			1,381,500			$	0.91			4.34   years		$	381,325
Options Exercisable at June 30, 2014			1,381,500			$	0.91			4.34   years		$	381,325

 

  

Warrants

 

The following is a summary of the Company’s warrant activity:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2014			1,625,000			$	0.45
Granted			-
Forfeited			-
Outstanding at June 30, 2014			1,625,000			$	0.45			0.50 years		$	757,625
Exercisable at June 30, 2014			1,625,000			$	0.45			0.50 years		$	757,625

 

  

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)).  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Commission.

 

Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

As used in this Quarterly Report, the terms “we,” “us,” and “our,” mean OncoVista Innovative Therapies, Inc., our current subsidiary, OncoVista, Inc. (“OncoVista”) and our former subsidiary, AdnaGen A.G. (“AdnaGen”), collectively, unless otherwise indicated.

 

Overview

 

We are a biopharmaceutical company developing targeted anticancer therapies by utilizing tumor-associated biomarkers. Our therapeutic strategy is based on targeting the patient’s tumor(s) with treatments that will deliver drugs selectively based upon specific biochemical characteristics of the cancer cells comprising the tumor. Through a combination of licensing agreements, as well as mergers and acquisitions, we have acquired the rights to several technologies with the potential to more effectively treat cancers and significantly improve quality-of-life for patients. We believe that the development of targeted approaches to the administration of anticancer agents should lead to improved outcomes and reduced toxicity.

 

We expect to be a major participant in the oncology arena through the successful development and commercialization of innovative therapies which, as a result of their lower toxicity and greater efficacy, will increase patient survival rates and enhance patient quality of life. In targeting compounds for acquisition, we focus on candidates that have been previously tested in human clinical trials or animal models, as well as technologies that may improve the delivery or targeting of previously tested, and in some cases marketed, anticancer agents. Our senior management team and our panel of internationally-recognized clinical advisors have made significant contributions to the development of leading drugs currently used in cancer treatment. Management, in conjunction with our advisors, will evaluate in-licensing candidates based on several criteria, including development and registration strategies to be employed, commercialization opportunities and competitive technologies being developed elsewhere.

 

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In the second quarter of 2008, we launched the Phase I/II clinical trial for Cordycepin (OVI-123) at two sites in the U.S. and, following completion of the Phase I portion of the trial, we planned to collect initial Phase II efficacy data in a small cohort of refractory leukemia patients who express the marker, terminal deoxynucleotidyl transferase (TdT). In October 2009, after enrolling five patients in this clinical trial, we placed the clinical trial on administrative hold until such time that additional capital can be raised. We have engaged a clinical research organization (“CRO”) in France to do additional pre-clinical in-vitro evaluations of Cordycepin and the ADA inhibitor Pentostatin with the intent of gaining a better understanding of the inhibition effects of Pentostatin on Cordycepin. We are in the process of reinitiating the Phase I/II clinical trial to determine the maximum tolerated dose, and expect to start enrolling patients in 2014 if additional financing is obtained.

 

 

 

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We have completed Good Laboratory Practice (“GLP”) animal drug safety studies in two species for our lead drug candidate from the L-nucleoside conjugate program (OVI-117). We have accumulated in vitro and in vivo data indicating that several of the L-nucleoside conjugates are effective against various types of cancer. To date, OVI-117 has undergone two proof-of-concept studies of human cancers in animal models, as both a single agent and as a multi-agent combination therapy with oxaliplatin. The Investigational New Drug application (IND) was submitted to the FDA on June 2, 2012 and approved by the FDA on July 5, 2012. We have engaged a contract manufacturer and a clinical batch of OVI-117 is available for use in our proposed Phase 1 trial. The clinical protocol has been written and a principal investigator engaged. We believe that OVI-117 should be ready to enter Phase I clinical trials in 2014 if additional financing is available.

 

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We previously developed diagnostic kits through our former majority-owned German operating subsidiary, AdnaGen AG for several cancer indications, and marketed diagnostic kits in Europe for the detection of circulating tumor cells (“CTCs”) in patients with cancer.   In October 2010, we entered into a Stock Purchase Agreement with Alere Holdings Bermuda Limited Canon's Court (“Alere Holdings”), whereby we sold all of our shares, representing approximately 78% of the total issued and outstanding shares of AdnaGen.  Under the terms of the agreement, we and the other AdnaGen shareholders agreed to sell our respective shares of AdnaGen, and all AdnaGen related business assets, to Alere Holdings for: (i) a $10 million up-front payment; (ii) $10 million in potential milestone payments contingent upon the achievement of various balance sheet objectives within 24 months; and (iii) up to $63 million in potential milestone payments contingent upon the achievement of various clinical, regulatory and sales objectives within the next 36 months.  We are entitled to receive our pro rata portion of the up-front and potential milestone payments. No milestone payments were received in the six months ended June 30, 2014 nor the year ended December 31, 2013.

 

To date, we have financed our operations principally through offerings of securities exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). We are using the proceeds from the sale of our shares in AdnaGen to fund on-going development activities for our drug candidate portfolio.  We estimate that our cash reserves will be sufficient to permit us to continue at our anticipated level of operations for at least 2 to 3 months. However, we anticipate we will need to raise additional capital to support our current operations and fund in-licensing and research and development programs and will further require additional financing at various intervals in the future. We can provide no assurance that additional funding will be available on a timely basis, terms acceptable to us, or at all.

 

If we are unsuccessful raising additional funding, our business may not continue as a going concern and if sufficient capital is not available, we may be required to delay, further scale back or eliminate one or more of our research and development or acquisition and in-licensing programs or to enter into license or other arrangements with third parties to commercialize products or technologies that we would otherwise seek to develop and commercialize ourselves. In such event, our business, prospects, financial condition, and results of operations may be adversely affected because we may be required to further scale back, eliminate, or delay development or acquisition efforts or product introductions or enter into royalty, sales, or other agreements with third parties in order to commercialize our products. Even if we do find additional funding sources, we may be required to issue securities with greater rights than those currently possessed by holders of our common stock. We may also be required to take other actions that may lessen the value of our common stock or dilute our common stockholders, including borrowing money on terms that are not favorable to us or issuing additional equity securities. If we experience difficulties raising money in the future, our business, prospects, financial condition, and results of operation will be materially adversely affected.

 

  

Development Programs

 

Our most advanced product candidate is Cordycepin (OVI-123) which is in Phase I/II clinical trials for refractory leukemia patients who express the enzyme TdT. We have received orphan drug designation from the FDA for Cordycepin which affords us seven years of market exclusivity once the drug is approved for marketing. We initiated a Phase I/II trial based on the “original” ADA-sensitive compound in the second quarter of 2008. The trial was being conducted at two U.S. centers (The Dana Farber Cancer Institute in Boston, Massachusetts and the Cancer Therapy Research Center at the University of Texas Health Sciences Center at San Antonio, Texas) and was designed to enroll up to 24 patients in the first stage and up to 20 patients in the second stage. The primary objective of the 1^st phase of the study is to determine the maximally tolerated dose (“MTD”) and the recommended dose (RD) of Cordycepin, given one hour following a fixed dose of the ADA inhibitor Pentostatin, in patients with refractory TdT-positive leukemia. The primary objectives of the 2^nd phase of the study will be to determine the single and multiple dose pharmacokinetics of Cordycepin given one hour following a fixed dose of Pentostatin and to measure and quantify any clinical responses following administration of Cordycepin/Pentostatin at the recommended dose in 20 subjects. Secondary objectives will include assessing the pharmacokinetics efficacy and safety at the MTD. We anticipate a total time period of 18 months for the trial during which patients will receive Cordycepin for three consecutive days repeated every 28 days. Patients will be eligible for re-treatment if all dose-related toxicities have been resolved by day 28 and there is no evidence of disease progression. Subjects may receive treatment until disease progression and will be followed for at least 30 days after the last administration of study drug.  In October 2009, after enrolling five patients in this clinical trial, we placed the clinical trial on administrative hold until such time that additional capital can be raised. We engaged a clinical research organization (“CRO”) in France to do additional pre-clinical in-vitro evaluations of Cordycepin and the ADA inhibitor Pentostatin with the intent of gaining a better understanding of the inhibition effects of Pentostatin on Cordycepin. We are in the process of reinitiating the Phase I/II clinical trial to determine the maximum tolerated dose, and expect to start enrolling patients in 2014 if additional financing is available.

 

One of our L-nucleoside conjugate candidates, OVI-117, is a conjugate of an L-nucleoside  (L-uridine) and the highly toxic compound 5’-fluorodeoxyuridine monophosphate (FdUMP), a thymidylate synthase (TS) inhibitor. We have accumulated in vitro and in vivo data indicating that several of the L-nucleoside conjugates are effective against various types of cancer. To date, OVI-117 has undergone two proof-of-concept studies in animals, as both a single agent and as a multi-agent combination therapy with oxaliplatin. We have completed Good Laboratory Practice (“GLP”) animal drug safety studies in two species for OVI-117. The Investigational New Drug application (IND) was submitted to the FDA on June 2, 2012 and approved by the FDA on July 5, 2012. We engaged a contract manufacturer and a clinical batch of OVI-117 is available for use in our proposed Phase 1 trial. The clinical protocol has been written and a principal investigator engaged. We believe that OVI-117 should be ready to enter Phase I clinical trials in 2014 if additional financing is available.

  

Other Research and Development Plans

 

In addition to conducting Phase I and Phase II clinical trials, we plan to conduct pre-clinical research to accomplish the following:

 

·

further deepen and broaden our understanding of the mechanism of action (MoA) of our products in cancer;

·

develop alternative delivery systems and determine the optimal dosage for different patient groups;

·

demonstrate proof of concept in animal models of human cancers; and

·

develop successor products to our current products.

 

Other Strategic Plans

 

In addition to developing our existing anti-cancer drug portfolio, we plan to obtain rights to additional drug candidates or diagnostic technologies through licensing, partnerships, and mergers/acquisitions. Our efforts in this area will be guided by business considerations (cost of the opportunity, fit with existing portfolio, etc.) as well as input from our clinical advisory board regarding likelihood of successful clinical development and marketing approval. Our goal is to create a well-balanced product portfolio including lead molecules in different stages of development and addressing different medical needs.

 

  

Results of Operations

 

Three Months Ended June 30, 2014 and 2013

 

Research and development. Research and development expenses decreased by approximately $91,000, or approximately 42%, to approximately $125,000 for the three months ended June 30, 2014, as compared to approximately $216,000 for the three months ended June 30, 2013. The decrease in 2014 is primarily due to reduced activities in the Phase 1 trials due to a lack of sufficient capital.

 

General and administrative. General and administrative expenses increased by approximately $27,000, or approximately 20%, to approximately $163,000 for the three months ended June 30, 2014, as compared to approximately $136,000 for the three months ended June 30, 2013. The increase was due primarily to an increase in legal and professional fees from prior year.

 

Other Income (Expense). Other income decreased $699,000, or 743% to loss of approximately $605,000 for the three months ended June 30, 2014 compared to income of approximately $94,000 for the three months ended June 30, 2013. The decrease was primarily due to an increase in the fair value of the derivative liability of approximately $604,000.

 

Six months ended June 30, 2014 and 2013

 

Research and development. Research and development expenses decreased by approximately $179,000 or 39%, to approximately $275,000 for the six months ended June 30, 2014, as compared to approximately $454,000 for the six months ended June 30, 2013. The decrease in 2014 is primarily due to reduced activities in the Phase 1 trials due to a lack of sufficient capital.

 

General and administrative. General and administrative expenses decreased by approximately $35,000 or 12%, to approximately $258,000 for the six months ended June 30, 2014, as compared to approximately $293,000 for the six months ended June 30, 2013. The decrease was due primarily to a decrease in consulting expense for professional services and legal and professional fees.

 

Other Income (Expense). Other income decreased $708,000 or 1747% to loss of approximately $667,000 for the six months ended June 30, 2014 compared to income of approximately $40,000 for the six months ended June 30, 2013. The decrease was primarily attributed to an increase in the fair value of the derivative liability of approximately $666,000.

 

Going Concern and Recent Events

 

Our consolidated financial statements for the six months ended June 30, 2014 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We reported a net loss of approximately $1,200,000, and net cash used in operations of approximately $89,000 for the six months ended June 30, 2014, an accumulated deficit of approximately $24.6 million and total deficit of approximately $4.3 million at June 30, 2014. The Report of the Independent Registered Public Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2012 includes a “going concern” explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

 

In November 2010, we received approximately $6.0 million as our pro rata portion of the up-front payment from the sale of our shares of AdnaGen as described above. Management believes we now have sufficient capital to meet our anticipated operating cash requirements for the next two to three months.

 

Our ability to continue as a going concern depends on the success of management’s plans to achieve the following:

 

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Continue to aggressively seek investment capital;

·

Develop our product pipeline;

·

Advance scientific progress in our research and development; and

·

Continue to monitor and implement cost control initiatives to conserve cash.

 

  

Liquidity and Capital Resources

 

At June 30, 2014, we had cash and cash equivalents of approximately $55,900 compared to approximately $44,900 at December 31, 2013. In order to preserve principal and maintain liquidity, our funds are primarily invested in checking and interest bearing saving accounts with the primary objective of capital preservation. Based on our current projections, we believe that our available resources and cash flow are sufficient to meet our anticipated operating cash needs for the next two to three months. Our ability to continue as a going concern is dependent on our ability to further implement our strategic plan, continue to obtain additional debt and/or equity financing, and generate additional revenues from collaborative agreements.

 

To date, we have financed our operations principally through proceeds of offerings of securities exempt from the registration requirements of the Securities Act. We can provide no assurance that additional funding will be available on terms acceptable to us, or at all. Accordingly, we may not be able to secure the funding which is required to expand research and development programs beyond their current levels or at levels that may be required in the future. If we cannot secure adequate financing, we may be required to delay, scale back or eliminate one or more of our research and development programs or to enter into license or other arrangements with third parties to commercialize products or technologies that we would otherwise seek to develop and commercialize ourselves. Our future capital requirements will depend upon many factors, including:

 

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Continued scientific progress in our research and development programs;

·

Costs and timing of conducting clinical trials and seeking regulatory approvals and patent prosecutions;

·

Competing technological and market developments; and

·

Our ability to establish additional collaborative relationships.

 

Accordingly, we may be required to issue equity or debt securities or enter into other financial arrangements, including relationships with corporate and other partners, in order to raise additional capital. Depending upon market conditions, we may not be successful in raising sufficient additional capital for our short or long-term requirements. In such event, our business, prospects, financial condition, and results of operations would be materially adversely affected.

 

Operating Activities. For the six months ended June 30, 2014, net cash used in operations decreased $301,000, or 77% to approximately $89,000 compared to approximately $390,000 for the six months ended June 30, 2013. The decrease was primarily due to the reduced activities in the clinical development of our agents due to lack of sufficient capital to start our Phase 1 trials.

 

Investing Activities. There was no cash provided by investing activities for the six months ended June 30, 2014 or 2013.

 

Financing activities. For the six months ended June 30, 2014, net cash provided by financing activities increased by $100,000 compared to nil for the six months ended June 30, 2013. The increase is attributed to the bridge loans of $100,000 raised in April 2014.

 

Recent Accounting Pronouncements

 

The Company has evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements.

 

Critical Accounting Policies

 

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are disclosed throughout this section where such policies affect our reported and expected financial results. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

 

  

Revenue Recognition. While the Company is not currently recognizing revenues, we anticipate that future revenues will be generated from product sales. The Company expects to recognize revenue from product sales in accordance with SEC, Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” that requires the Company recognize revenue when each of the following four criteria is met: 1) a contract or sales arrangement exists; 2) products have been shipped or services have been rendered; 3) the price of the products or services is fixed or determinable; and 4) collectability is reasonably assured. The Company anticipates that customers will have no right of return for products sold. Revenues are considered to be earned upon shipment.

 

Share-Based Compensation. We follow Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options based on estimated fair values. We have used the Black-Scholes option pricing model to estimate grant date fair value for all option grants. The assumptions we use in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As such, as we use different assumptions based on a change in factors, our stock-based compensation expense could be materially different in the future.

 

Preclinical Study and Clinical Trial Accruals. Substantially all of our preclinical studies and clinical trials are being performed by third-party CROs and other outside vendors. For preclinical studies, we use the percentage of work completed to date and contract milestones achieved to determine the accruals recorded. For clinical trial accruals, we use the number of patients enrolled, period of patient enrollment and percentage of work completed to date to estimate the accruals. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, correspondence and status meetings with CROs and review of contractual terms. Our estimates are dependent on the timeliness and accuracy of data provided by our CROs and other vendors. If we have incomplete or inaccurate data, we may under-or overestimate activity levels associated with various studies or clinical trials at a given point in time. In this event, we could record adjustments to research and development expenses in future periods when the actual activity levels become known. No material adjustments to preclinical study and clinical trial expenses have been recognized to date.

 

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of June 30, 2014, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that, as of June 30, 2014, our disclosure controls and procedures were ineffective at the reasonable assurance level in timely alerting him to material information required to be included in our periodic SEC reports as a result of the material weakness in internal control over financial reporting discussed below. Management’s assessment of the effectiveness of internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.

 

Management’s Quarterly Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control system is a process designed by, or under the supervision of, our principal executive and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

 

  

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

 

Because of our inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. In making this assessment we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COS0) in Internal Control – Integrated Framework. As a result of its assessment, management identified a material weakness in our internal control over financial reporting. Based on the weakness described below, management concluded that our internal control over financial reporting was not effective as of June 30, 2014.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our assessment, management identified the following material weaknesses in internal control over financial reporting as of June 30, 2014:

 

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While there were internal controls and procedures in place that relate to financial reporting and the prevention and detection of material misstatements, these controls did not meet the required documentation and effectiveness requirements under the Sarbanes-Oxley Act (“SOX”) and therefore, management could not certify that these controls were correctly implemented. As a result, it was management’s opinion that the lack of documentation warranted a material weakness in the financial reporting process.

 

·

Our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CFO, as appropriate to allow timely decisions. Inadequate controls include the lack of procedures used for identifying, determining, and calculating required disclosures and other supplementary information requirements.

 

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There is lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Chief Financial Officer who also serves as our Chief Executive Officer. This weakness is due to our lack of working capital to hire additional staff during the period covered by this report. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow.

 

Changes in Internal Control Over Financial Reporting

 

There were no significant changes in our internal control over financial reporting that occurred during the six months ended June 30, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

On August 11, 2011, an action was filed against the Company in the United States District Court for the Southern District of New York, entitled New Millennium PR Communications, Inc., against OncoVista Innovative Therapies, Inc., seeking damages for the alleged breach of a public relations agreement. On January 31, 2013 a settlement was reached whereby the Company agreed to pay New Millennium $7,000, in two payments of $3,500 each, and issue 25,000 warrants at an exercise price of $0.25 per share.

 

On August 26, 2011, an action was filed in the Supreme Court of the State of New York, New York County, by CAMOFI Master LDC and CAMHZN LDC (“Plaintiffs”) against OncoVista Innovative Therapies, Inc. and OncoVista, Inc. (“Defendants”). Plaintiffs brought six claims against the Defendants: three for breach of contract; one for declaratory relief; one for specific performance; and one for attorneys’ fees. The entire action arose from Plaintiffs seeking the issuance of: (i) 1,980,712,767 shares of the Company’s common stock, and (ii) warrants to purchase 702,857,767 shares of the Company’s common stock at an exercise price of $0.001. Plaintiffs alleged these securities were due to them pursuant to a Subscription Agreement, a Warrant Agreement and an Anti-Dilution Agreement signed with the Company for a transaction in August 2007. On June 29, 2012, Plaintiffs filed a motion for summary judgment on all of their causes of action. On January 17, 2013, oral arguments were heard and the court granted the Plaintiffs’ motion for summary judgment on the declaratory relief cause of action only. The court reserved judgment on the other five causes of action and the judge asked the parties to attempt to reach a settlement. While the judge indicated that the Anti-Dilution Agreement was unambiguous and not mistaken, she also indicated that it would not be equitable to either the Company or its public shareholders to issue hundreds of millions of additional shares. The parties were unable to reach a settlement and the matter went back to the court for a decision. On March 25, 2014, the court granted Plaintiffs’ causes of action for breach of contract and attorneys fees, but denied the cause of action for specific performance, ruling that monetary damages would be sufficient to compensate Plaintiffs without the Company being forced to issue hundreds of millions of additional shares. A Special Referee will decide the amount of the monetary damages and attorneys’ fees to be awarded to Plaintiffs. Defendants will have the opportunity to argue these amounts at a hearing before the Special Referee before that decision. The date for this hearing has not yet been set. No amount has been recorded in the accompanying financial statements as the amount is not estimatable as of the issuance of the financial statements.

 

On February 16, 2012, the Company filed an action in the 225 Judicial District Court of the State of Texas, Bexar County, entitled OncoVista Innovative Therapies, Inc. against J. Michael Edwards. The action seeks damages relating to the executive employment agreement of J. Michael Edwards, our former Chief Financial Officer. Specifically we are seeking to have the Stock Option Agreement granted to Mr. Edwards on January 6, 2009 be declared void ab initio. The Company is also seeking damages and attorney fees. On March 30, 2012, the Company received a copy of a counterclaim that may be filed in the same court and is seeking approximately $197,000, plus certain health and life insurance benefits, in alleged compensation due. On December 12, 2012 Mr. Edwards filed a third party petition in the court against third party defendant Alexander L. Weis, our Chairman, CEO & President. Depositions are ongoing and the Company believes the counterclaimant’s allegations are without merit and intends to vigorously defend these claims.

 

ITEM 1A – RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There have been no events which are required to be reported under this item.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

There have been no events which are required to be reported under this item.

 

  

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

Not applicable.

 

  

ITEM 6 – EXHIBITS

 

Exhibits:

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

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.

 

ONCOVISTA INNOVATIVE THERAPIES, INC.

 

/s/ Alexander L. Weis
Alexander L. Weis, Ph.D.
Chief  Executive Officer, and Chief Financial Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)

 

Date: August 12, 2014