________________
|
||
Delaware
(State
or other jurisdiction of
incorporation
or organization
|
3845
(Primary
Standard Industrial
Classification
Code Number
|
22-2457487
(I.R.S.
Employer
Identification
Number
|
________________
|
||
One
University Plaza, Suite 400
Hackensack,
New Jersey 07601
(201)
342-0900
(Address
and Telephone Number of Principal Executive Offices and Principal
Place of
Business)
|
||
________________
|
||
Jonathan
Joels
Treasurer
and Chief Financial Officer
One
University Plaza, Suite 400
Hackensack,
New Jersey 07601
(201)
342-0900
(Name,
Address and Telephone Number of Agent For Service)
|
||
________________
|
||
Copies
to:
Bruce
A. Rich, Esq.
Thelen
Reid Brown Raysman & Steiner LLP
875
Third Avenue
New
York, New York 10022
(212)
603-2000
|
||
________________
|
||
Approximate
Date of Proposed Sale to the Public: from time to time
after the effective date of this Registration
Statement.
|
||
Securities
Covered
Hereby
|
2,646,121
shares, which includes (i) 1,837,730 shares outstanding, (ii) 808,391
shares subject to warrants.
|
1,504,514
of the outstanding shares included herein were issued upon conversion
of
the Series C Convertible Preferred Stock, and 695,682 shares included
herein underlie warrants that were issued to the investors in the
Series C Preferred Stock placement. 333,216 of the
outstanding shares and warrants for the purchase of 112,709 shares
of
common stock at exercise prices ranging from $1.80 to $5.60 per
share
included herein were issued in other placements or upon conversion
of
notes..
|
|
Common
Stock Outstanding prior to the Offering
|
3,791,673
shares
|
Common
Stock to be Outstanding after the Offering
|
4,600,064
shares, assuming the selling stockholders exercise all their warrants,
and
no conversion of outstanding preferred stock, nor exercise of other
outstanding warrants and options.
|
Use
of
Proceeds
|
We
will receive no proceeds from the sale or other disposition of
the shares
of common stock covered hereby by the selling
stockholders. However, we will receive $1,643,161 if all of the
warrants for underlying shares included in this prospectus are
exercised
for cash. We will use these proceeds for general corporate
purposes.
|
OTC
Electronic Bulletin Board Symbol
|
“CAPS”
|
Year
Ended September 30,
|
Six
Months Ended
March
31,
|
|||||||||||||||
(Unaudited)
|
||||||||||||||||
Summary
of Operations
|
2006
|
2005
|
2007
|
2006
|
||||||||||||
Total
revenues
|
$ |
1,235,469
|
$ |
848,802
|
$ |
1,148,021
|
$ |
512,926
|
||||||||
Net
loss
|
(3,396,041 | ) | (2,538,408 | ) | (1,570,884 | ) | (1,404,640 | ) | ||||||||
Net
loss per common share (basic and diluted)
|
$ | (1.42 | ) | $ | (1.16 | ) | $ | (1.08 | ) | $ | (0.82 | ) | ||||
Weighted
average common shares outstanding, basic and diluted
|
3,321,673
|
2,288,543
|
3,626,398
|
3,321,673
|
Statement
of Financial Position
|
As
of
September
30, 2006
|
As
of
March 31,
2007
|
||||||
(Unaudited)
|
||||||||
Cash
and cash equivalents
|
$ |
1,068,954
|
$ |
1,895,129
|
||||
Total
assets
|
2,777,020
|
3,970,169
|
||||||
Working
capital
|
1,653,302
|
2,626,861
|
||||||
Long-term
debt
|
-
|
-
|
||||||
Stockholders’
equity
|
2,159,491
|
3,087,157
|
Fiscal
Period
|
Fiscal
Year Ending
9/30/07
|
Fiscal
Year Ended
9/30/06
|
Fiscal
Year Ended
9/30/05
|
|||
High
|
Low
|
High
|
Low
|
High
|
Low
|
|
First
Quarter
|
$0.65
|
$0.51
|
$2.45
|
$1.05
|
$3.80
|
$2.20
|
Second
Quarter
|
1.08
|
0.45
|
2.35
|
1.30
|
6.80
|
2.60
|
Third
Quarter
|
1.05
|
0.60
|
1.69
|
0.80
|
5.00
|
2.10
|
Fourth
Quarter *
|
0.85
|
0.70
|
0.80
|
0.55
|
2.98
|
2.00
|
a)
|
No
need to pack containers of medical
waste
|
b)
|
No
need to transport infectious waste through facilities with
patients
|
c)
|
No
need to ship infectious medical waste on public
roads
|
d)
|
Environmentally
sound approach for disinfection – uses biodegradable chemicals; does not
release smoke, odor, steam or other emissions to the air; removes
the need
for incineration
|
e)
|
Quiet
system - noise level during cycle is approx. 64.1dB(A), regarded
below
levels of noise safety concerns by most government
regulations
|
a)
|
Reduce
the exposure to infectious medical waste by limiting the time an
employee
handles, stores and packs the waste
|
b)
|
No
need to administer and track waste that is shipped from the
facility
|
c)
|
Ease
of use
|
d)
|
Employees
can continue to perform their regular functions while the SteriMed
Systems
treatment cycle is operational
|
a)
|
Rapid
deployment through our system designs that enable “same day” installation
and start up at a client’s site
|
b)
|
Easily
installed requiring only electricity, water and sewage outlet
which are
usually which are usually readily available. No special ventilation
or
lighting required
|
c)
|
Fast
cycle process times (approximately 15 minutes) that enables even
our
smallest system to generate a rapid throughput
capability
|
d)
|
Limited
training required for operators due to the fully automated systems
based
upon a one-touch start method
|
e)
|
Due
to their compact size, units can be strategically placed in a
health care
facility close to the waste generation
sites
|
f)
|
Due
to its compact size, the SteriMed System is also appropriate
for mobile
facilities such as cruise ships and naval
vessels.
|
a)
|
One
of the lowest capital costs for comprehensive onsite medical waste
systems
|
b)
|
Reduced
labor time as packaging for off site transportation is
eliminated
|
c)
|
No
transportation costs to incineration
site
|
d)
|
Our
business model allows for the SteriMed Systems to be leased to
U.S.
facilities generating the infectious clinical waste. This model
obviates the need for capital investment by users, and should also
reduce
previous operating expenses in disposing of medical
waste.
|
e)
|
Ability
to fix costs for a given period of time, avoiding future price
increases
and surcharges, while allowing for additional capacity at a low
variable
cost
|
f)
|
Energy
efficient systems that consume just pennies per cycle in electricity
and
water
|
a)
|
Enable
infectious medical waste generating facilities to replace existing
systems
while meeting federal, state and local environmental as well
as health
regulations.
|
b)
|
Proprietary,
environmentally safe, 90% biodegradable chemical for disinfection
which
has been cleared for use in many foreign countries and which is
registered in most
states.
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Trademark
No.
|
99205
|
Australia
|
813207
|
11/9/1999
|
813207
|
99202
|
Canada
|
1035658
|
11/12/1999
|
TMA 596,329
|
99203
|
Common European Market Trademarks (CTM)
|
1380195
|
11/11/1999
|
1380195
|
99215
|
Hungary
|
M-9905279
|
11/10/1999
|
164682
|
99200
|
Israel
|
131893
|
11/1/1999
|
131893
|
99204
|
Japan
|
11-103144
|
11/12/1999
|
4562185
|
99206
|
Mexico
|
412940
|
2/23/2001
|
656603
|
99217
|
Poland
|
Z-209696
|
11/10/1999
|
145760
|
99213
|
Russia
|
99719294
|
11/18/1999
|
200276
|
99201
|
U.S.A
|
75/904,150
|
1/29/2000
|
2,713,884
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Trademark
No.
|
99205
|
Australia
|
813207
|
11/9/1999
|
813207
|
99202
|
Canada
|
1035658
|
11/12/1999
|
TMA 596,329
|
99203
|
Common European Market Trademarks (CTM)
|
1380195
|
11/11/1999
|
1380195
|
99215
|
Hungary
|
M-9905279
|
11/10/1999
|
164682
|
99200
|
Israel
|
131893
|
11/1/1999
|
131893
|
99204
|
Japan
|
11-103144
|
11/12/1999
|
4562185
|
99206
|
Mexico
|
412940
|
2/23/2001
|
656603
|
99217
|
Poland
|
Z-209696
|
11/10/1999
|
145760
|
99213
|
Russia
|
99719294
|
11/18/1999
|
200276
|
99201
|
U.S.A
|
75/904,150
|
1/29/2000
|
2,713,884
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Patent
No.
|
Dates
Patent Valid
|
9454
|
U.S.A
|
08/369,533
|
1/5/1995
|
5,620,654
|
4/15/1997 - 4/15/2014
|
9456
|
Canada
|
2,139,689
|
1/6/1995
|
2,139,689
|
10/5/1999 - 1/6/2015
|
9452
|
Australia
|
10096/95
|
1/9/1995
|
684,323
|
4/2/1998-1/9/2015
|
9453
|
Japan
|
7-011844
|
1/23/1995
|
3058401
|
4/21/2000- 1/27/2015
|
9346
|
Israel
|
108,311
|
1/10/1994
|
108,311
|
12/23/1999-1/10/2014
|
9455
|
Europe
|
95630001.6
|
1/5/1995
|
EP0662346
|
3/28/2001 - 1/5/2015
or according to National Phase
|
6.1 - 2114
|
Austria
|
|
1/5/1995
|
E200039
|
2/15/2001-1/5/2015
|
6.2 - 2115
|
Belgium
|
|
1/5/1995
|
10662346
|
2/15/2001-1/5/2015
|
6.3 - 2116
|
Germany
|
|
1/5/1995
|
DE69520458T2
|
2/15/2001-1/5/2015
|
6.4 - 2117
|
Spain
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
6.5 - 2118
|
France
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
6.6 - 2119
|
United
Kingdom
|
|
1/5/1995
|
EP(UK)662346
|
2/15/2001-1/5/2015
|
6.7 - 2120
|
Italy
|
|
1/5/1995
|
0662346
|
2/15/2001-1/5/2015
|
6.8 - 2121
|
Netherlands
|
|
1/5/1995
|
EP0662346
|
2/15/2001-1/5/2015
|
File
No.
|
Country
|
Application
No.
|
Application
Date
|
Patent
No.
|
Dates
Valid
(Patent
or Application)
|
2338
|
Brazil
|
200300398
|
7/31/2003
|
P10206913-0
|
7/31/2003
- 2/4/2022
|
2339
|
Mexico
|
PA/a/2003/
006946
|
8/4/2003
|
Pending
|
8/4/2003
- 2/4/2022
|
2340
|
Russia
|
2003127023
|
9/4/2003
|
Pending
|
9/4/2003
- 2/4/2022
|
2341
|
South
Africa
|
2003/5602
|
7/21/2003
|
2003/5602
|
9/23/2003
- 2/4/2022
|
2342
|
Canada
|
2437219
|
8/1/2003
|
Pending
|
8/1/2003
- 2/4/2022
|
2343
|
China
|
02806986.2
|
9/22/2003
|
Pending
|
9/22/2003
- 2/4/2022
|
2712
|
Hong
Kong
|
4106248.3
|
8/20/2004
|
ZL028069862
|
6/14/2006-2/4/2022
|
2344
|
India
|
01389/
chenp/03
|
9/2/2003
|
Pending
|
9/2/2003
- 2/4/2022
|
2313/354
|
Europe
|
02711185.5
|
9/5/2003
|
P210477
PCT/EP
|
9/5/2003-
2/4/2022
|
2337
|
Australia
|
2002230065
|
2/4/2002
|
Pending
|
2/4/2002
- 2/4/2022
|
2373
|
USA
|
09/824,685
|
4/4/2001
|
6494391
|
12/17/2002
- 4/4/2021
|
Name
|
Age
|
Position
|
Dwight
Morgan
|
46
|
Chairman
of the Board, President & CEO
|
George
Aaron
|
55
|
Executive
Vice President – International Business Development
|
Jonathan
Joels
|
50
|
Chief
Financial Officer, Treasurer, Secretary
and Director
|
Kenneth
C. Leung (1)(2)
|
62
|
Director
|
Roger
W. Miller
|
60
|
Director
|
Sol
Triebwasser, Ph.D. (1)(2)
|
85
|
Director
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
Awards
|
Payouts
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Restricted
Stock
Award(s)
($)
|
Securities
Underlying
Options
SARs
(#)
|
LTIP
Payouts
($)
|
All
Other
compensation
($)
|
George
Aaron
Chairman,
President/CEO
|
2006
2005
2004
|
240,000
240,000
240,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
Jonathan
Joels
CFO
|
2006
2005
2004
|
220,000
176,000
176,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
Options/SAR
Grants in Last Fiscal Year
|
Individual
Grants
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Name
|
Number
of
Securities
Underlying
Options/SARS
Granted
(#)
|
%
of Total
Options/SARS
Granted
to
Employee(s)
in
Fiscal Year
|
Exercise
On
Base
Price
($/Sh) *
|
Expiration
Date
|
George
Aaron
|
100,000
|
28.3%
|
2.20
|
01/04/16
|
Jonathan
Joels
|
100,000
|
28.3%
|
2.20
|
01/04/16
|
*
Repriced to $1.10 as outlined in the Stock Options section
below
|
Aggregate
Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR
Values
|
Fiscal
Year End Option Value
|
Name
|
Shares
Acquired
or
Exercised
|
Value
Realized
|
Number
of Securities
Underlying
Unexercised
Options
at Sept. 30, 2006
Exercisable/Unexercisable
|
Value
of
Unexercised
In-the
Money
Options
at
Sept. 30, 2006
Exercisable
($)
|
George
Aaron
|
- 0 -
|
- 0 -
|
36,660/83,340
|
$-
0 -
|
Jonathan
Joels
|
- 0 -
|
- 0 -
|
36,660/83,340
|
$-
0 -
|
Name
and Address of
Beneficial
Owner*
|
Position
with
Company
|
Amount
and
Nature
of
Beneficial
Ownership
(1)
of
Common
Stock
|
Percentage
of
Securities
***
|
Austin
W. Marxe and David M. Greenhouse
527
Madison Ave.
New
York, NY 10022
|
Holder
of over five percent
|
9,440,037(2)
|
79.7.%
|
Dolphin
Offshore Partners LP
120
East 17th
Street
New
York, NY 10003
|
Holder
of over five percent
|
3,375,000(3)
|
47.1%
|
Bonanza
Master Fund Ltd.
300
Crescent Ct. Ste. 250
Dallas,
TX 75201
|
Holder
of over five percent
|
2,799,977(4)
|
45.1.%
|
Vision
Opportunity Master Fund Ltd
20
West 55th
Street
New
York, NY 10019
|
Holder
of over five percent
|
416,621(5)
|
9.9%
|
Shrikant
Mehta
Combine
International
354
Indusco Court
Troy,
Michigan 48083
|
Holder
of over five percent
|
210,894
|
5.6%
|
Dwight
Morgan
|
Chairman
of the Board; Chief Executive Officer; President
|
81,457(6)
|
2.1%
|
George
Aaron
|
Director,
Executive Vice President
|
365,216(7)
|
9.3%
|
Jonathan
Joels
|
Director;
Chief
Financial
Officer; Vice President; Treasurer; Secretary
|
360,430(8)
|
9.2%
|
Sol
Triebwasser, Ph.D.
|
Director
|
16,318(9)
|
**
|
Kenneth
C. Leung
|
Director
|
3,332(10)
|
**
|
Roger
W. Miller
|
Director
|
39,224(11)
|
1.0%
|
All
executive officers and Directors as a group (6 persons)
|
865,977(12)
|
20.8%
|
|
_____________
|
*
|
Address
of all holders except those listed with a specific address
above is, One University Plaza, Suite 400, Hackensack, New Jersey
07601.
|
**
|
Less
than one percent (1%)
|
***
|
Does
not include the Series B Preferred Stock, as it is non-voting except
on
matters directly related to such
series.
|
(1)
|
Includes
voting and investment power, except where otherwise noted. The
number of shares beneficially owned includes shares each beneficial
owner
and the group has the right to acquire within 60 days of June 30,
2007
pursuant to stock options, warrants and convertible
securities.
|
(2)
|
Consists
of (A)(i)1,034,482 shares direct, (ii)2,656,092 shares underlying
warrants
presently exercisable, (iii) 1,045,718 shares underlying Series
D
Convertible Preferred Stock and (iv) 2,343,750 shares underlying
Series E
Convertible Preferred Stock held by Special Situations Private
Equity
Fund, L.P., (B)(i) 317,037 shares direct, (ii) 814,274 shares underlying
warrants presently exercisable, (iii) 320,685 shares underlying
Series D
Convertible Preferred Stock and (iv) 718,750 shares underlying
Series E
Convertible Preferred Stock held by Special Situations Fund III,
QP, L.P.,
and (C)(i) 27,790 shares direct, (ii) 71,088 shares underlying
warrants
presently exercisable, (iii) 27,871 shares underlying Series D
Convertible
Preferred Stock and (iv) 62,500 shares underlying Series E Convertible
Preferred Stock held by Special Situations Fund III,
L.P. MGP Advisors Limited (“MGP”) is the general partner
of the Special Situations Fund III, QP, L.P. and the general partner
of
and investment adviser to the Special Situations Fund III,
L.P. AWM Investment Company, Inc. (“AWM”) is the general
partner of MGP and the investment adviser to the Special Situations
Fund
III, QP, L.P. and the Special Situations Private Equity Fund,
L.P. Austin W. Marxe and David M. Greenhouse are the principal
owners of MGP and AWM. Through their control of MGP and AWM,
Messrs. Marxe and Greenhouse share voting and investment control
over the
portfolio securities of each of the funds listed
above.
|
(3)
|
Consists
of (i) 2,250,000 shares underlying Series E Convertible Preferred
Stock
and (ii) 1,125,000 shares underlying warrants presently
exercisable.
|
(4)
|
Consists
of (i) 376,200 shares, (ii) 1,976,012 shares underlying Series
D
Convertible Preferred Stock and (iii) 447,765 shares underlying
warrants
presently exercisable.
|
(5)
|
Includes
416,621 shares underlying Series E Convertible Preferred Stock.
Excludes
(i) 333,379 shares underlying Series E Convertible Preferred Stock
and
(ii) 375,000 shares underlying warrants. Pursuant to a Letter Agreement,
dated February 27, 2007, between us and Vision Opportunity Master
Fund,
Ltd. (“Vision”), Vision covenanted not to convert its Series E Convertible
Preferred Stock or exercise its warrants if such conversion or
exercise
would cause its beneficial ownership to exceed 9.99%, which provision
Vision may waive, upon not less than 61 days prior notice to us,
as
reported in its Schedule 13G filed on March 12,
2007.
|
(6)
|
Includes
81,457 shares underlying options presently exercisable and excludes
308,543 shares underlying options which are currently not
exercisable.
|
(7)
|
Includes
(i) 353 shares in retirement accounts, (ii) 8,199 shares underlying
warrants presently exercisable, (iii) 5 shares jointly owned with
his wife
and (iv) 125,205 shares underlying options presently exercisable,
and
excludes 344,795 shares underlying options which are currently
not
exercisable.
|
(8)
|
Includes
(i) 48,000 shares as trustee for his children, (ii) 8,616 shares
underlying warrants presently exercisable, (iii) 125,205 shares
underlying
options presently exercisable, (iv) 17,241 shares in a retirement
account,
and excludes 344,795 shares underlying options which are currently
not
exercisable.
|
(9)
|
Includes
16,248 shares underlying options presently exercisable and excludes
28,752
shares underlying options which are currently not
exercisable.
|
(10)
|
Includes
3,332 shares underlying options presently exercisable and excludes
16,668
shares underlying options which are currently not
exercisable.
|
(11)
|
Includes
2,500 shares underlying options presently exercisable and excludes
17,500
shares underlying options which are currently not
exercisable.
|
(12)
|
Includes
(i) 16,815 shares underlying warrants and (ii) 353,947 shares underlying
options presently exercisable, and excludes 1,061,053 shares underlying
options which are currently not
exercisable.
|
Name(1)
|
Shares
Beneficially
Owned
Prior
To
Offering(1)
|
Percent
Beneficially
Owned
Before
Offering
|
Shares
to
be
Offered
|
Amount
Beneficially
Owned
After
Offering(2)
|
Percent
Beneficially
Owned
After
Offering
|
George
Aaron (3)
|
365,216
|
9.3%
|
240,011
|
125,205
|
3.2%
|
Diana
Anderson (4)
|
4,368
|
*
|
2,000
|
2,368
|
*
|
Roberto
Bianchi (5)
|
18,907
|
*
|
1,666
|
17,241
|
*
|
Bonanza
Trust (6)
|
66,307
|
1.7%
|
29,250
|
37,057
|
*
|
Robert
Cohen (7)
|
39,178
|
1.0%
|
6,896
|
32,282
|
*
|
Dianthus
Trust (8)
|
49,557
|
1.3%
|
12,500
|
37,057
|
*
|
Stanley
Goldberg Ttee Ltnn Intrater
Ttee (9)
|
39,178
|
1.0%
|
6,896
|
32,282
|
*
|
Name(1)
|
Shares
Beneficially
Owned
Prior
To
Offering(1)
|
Percent
Beneficially
Owned
Before
Offering
|
Shares
to
be
Offered
|
Amount
Beneficially
Owned
After
Offering(2)
|
Percent
Beneficially
Owned
After
Offering
|
Jonathan
Joels (10)
|
360,430
|
9.2%
|
235,225
|
125,205
|
3.2%
|
Nicholas
Joels (11)
|
32,144
|
*
|
2,834
|
29,310
|
*
|
Kurt
Kilstock (12)
|
5,000
|
*
|
5,000
|
-
|
*
|
Helen
Kohn (13)
|
78,027
|
2.0%
|
27,500
|
50,527
|
1.3%
|
Eliott
Koppel (14)
|
32,777
|
*
|
3,894
|
28,883
|
*
|
KWG
Trust (15)
|
16,750
|
*
|
16,750
|
-
|
*
|
Laidlaw
& Co. (UK) Ltd. (16)
|
5,000
|
*
|
5,000
|
-
|
*
|
Frayda
Mason (17)
|
45,316
|
1.2%
|
9,000
|
36,316
|
*
|
Little
Bear Investments LLC (18)
|
196,273
|
4.9%
|
2,758
|
193,515
|
4.9%
|
Wolf
Prensky (19)
|
10,968
|
*
|
3,448
|
7,520
|
*
|
Zachary
Prensky (20)
|
46,068
|
1.2%
|
14,482
|
31,586
|
*
|
Deborah
Steinberger Raz (21)
|
1,500
|
*
|
1,500
|
-
|
*
|
David
Roush (22)
|
39,178
|
1.0%
|
6,896
|
32,282
|
*
|
Alan
Rubin (23)
|
78,356
|
2.0%
|
13,792
|
64,564
|
1.7%
|
Special
Situations Fund III LP (24)(25)
|
189,249
|
4.8%
|
38,906
|
150,343
|
3.8%
|
Special
Situations Fund III QP, L.P. (24)(26)
|
2,170,746
|
38.5%
|
443,851
|
1,726,895
|
30.6%
|
Special
Situations Private Equity Fund, L.P. (24)(27)
|
7,080,042
|
72.0%
|
1,448,274
|
5,631,768
|
57.3%
|
Mary
Ellen Spedale (28)
|
9,118
|
*
|
1,250
|
7,868
|
*
|
Jonathan
Steinberger (29)
|
8,844
|
*
|
1,500
|
7,344
|
*
|
Ruth
Steinberger (30)
|
3,000
|
*
|
3,000
|
-
|
*
|
Howard
Sterling (31)
|
7,500
|
*
|
7,500
|
-
|
*
|
Lisa
Sucoff (32)
|
49,316
|
1.3%
|
13,000
|
36,316
|
*
|
Ronit
Sucoff (33)
|
78,027
|
2.0%
|
27,500
|
50,527
|
1.3%
|
Beverly
Tkaczenko (34)
|
15,174
|
*
|
250
|
14,924
|
*
|
Valkyrie
Leasing LLC (35)
|
78,356
|
2.0%
|
13,792
|
64,564
|
1.7%
|
*
|
Less
than one percent (1%).
|
|
1.
|
Unless
otherwise indicated in the footnotes to this table, the persons
and
entities named in the table have sole voting and sole investment
power
with respect to all shares beneficially owned, subject to community
property laws where applicable. Beneficial ownership includes
shares of common stock underlying the Series D Preferred, Series
E
Preferred, options and warrants exercisable within 60 days from
June 30,
2007. Ownership is calculated based upon 3,791,673 shares of
common stock outstanding as of June 30,
2007.
|
|
2.
|
Assumes
the sale of all shares covered hereby. A portion of these
securities are included in separate registration statements that
we filed
on behalf of the holders therein, see Nos. 333-132849 and
333-141647.
|
|
3.
|
Includes
(i) 231,454 shares owned directly, (ii) 8,199 shares underlying
the Prior Warrants, (iii) 353 shares in retirement accounts,
(iv) 5
shares owned jointly with his wife, all registered herein, and
(v) 125,205
shares underlying options Does not include 344,795 shares
underlying options not presently
exercisable.
|
|
4.
|
Includes
2,000 shares underlying Agents’ Warrants registered herein and 2,368
shares underlying other warrants. Does not include 1,000 shares
underlying
2006 Agent’s Warrants and 4,500 shares underlying Agent Warrants in
connection with the 2007 Series E Preferred Stock Placement beneficially
owned by Mrs. Anderson’s husband in which shares she disclaims any
beneficial ownership.
|
|
5.
|
Include
1,666 shares underlying Prior Warrants registered
herein.
|
|
6.
|
Includes
(i) 29,250 shares underlying Agents’ Warrants, registered herein, and (ii)
37,057 shares underlying other warrants. Jeff Zaluda, Trustee
for Agent, has dispositive power and voting power over these
securities.
|
|
7.
|
Includes
6,896 shares underlying 2005 Warrants registered herein and (ii)
15,041
shares underlying other warrants.
|
|
8.
|
Includes
(i) 12,500 shares underlying Agents’ Warrants registered herein and (ii)
37,057 shares underlying other warrants. Deidre Henderson as
Trustee has dispositive power and voting power over these
securities.
|
|
9.
|
Includes
6,896 shares underlying 2005 Warrants registered herein, and
(ii) 15,041
shares underlying other warrants.
|
|
10.
|
Includes
(i) 161,368 shares owned directly, (ii) 8,616 shares underlying Prior
Warrants, (iii) 48,000 shares as trustee for his children, (iv)
17,241
shares in a retirement account, all registered herein, and (v)
125,205
shares underlying options Does not include
344,795 shares underlying options not presently
exercisable.
|
|
11.
|
Includes
2,834 shares underlying Prior Warrants registered
herein.
|
|
12.
|
Includes
5,000 shares underlying Prior Warrants registered
herein.
|
|
13.
|
Includes
(i) 27,500 shares underlying Agents’ Warrants, registered herein and (ii)
50,527 shares underlying other Warrants. This does not include
13,000 shares underlying 2006 Agents’ Warrants beneficially owned by Mrs.
Kohn’s husband in which shares she disclaims beneficial
ownership
|
|
14.
|
Includes
(i) 3,894 shares underlying Prior Warrants registered herein
and (ii)
28,883 shares underlying options.
|
|
15.
|
Includes
16,750 shares underlying Agents’ Warrants registered
herein. Jeff Zaluda, as Trustee, has dispositive power and
voting power over these securities.
|
|
16.
|
Includes
5,000 shares underlying Prior
Warrants.
|
|
17.
|
Includes
(i) 9,000 shares underlying Agents’ Warrants registered herein and (ii)
36,316 shares underlying other warrants. This does not include
8,400 shares underlying 2006 Agents’ Warrants beneficially owned by Mrs.
Mason’s husband in which shares she disclaims beneficial
ownership
|
|
18.
|
Includes
(i) 2,758 underlying 2005 Warrants registered herein, (ii) 125,000
shares
underlying Series E Preferred Stock and (iii) 68,515 shares underlying
other warrants. Jeffrey Mann and Zachary Prensky each has
dispositive power and voting power over these securities. Does
not include 46,068 shares underlying warrants held by Mr.
Prensky.
|
|
19.
|
Includes
3,448 shares underlying 2005 Warrants registered herein and (ii)
7,520
shares underlying other warrants.
|
|
20.
|
Includes
14,482 shares underlying 2005 Warrants registered herein and
(ii) 31,586
shares underlying other warrants.
|
|
21.
|
Includes
1,500 shares underlying Prior Warrants, and does not include
5,000 shares
owned jointly with her husband.
|
|
22.
|
Includes
6,896 shares underlying 2005 Warrants registered herein and (ii)
15,041
shares underlying other warrants.
|
|
23.
|
Includes
13,792 shares underlying 2005 Warrants registered herein and
(ii) 30,082
shares underlying other warrants
|
|
24.
|
MGP
Advisors Limited (“MGP”) is the general partner of the Special Situations
Fund III, QP, L.P. and the general partner of and investment
adviser to
the Special Situations Fund III, L.P. AWM Investment Company,
Inc. (“AWM”) is the general partner of MGP and the investment adviser to
the Special Situations Fund III, QP, L.P. and the Special Situations
Private Equity Fund, L.P. Austin W. Marxe and David M.
Greenhouse are the principal owners of MGP and AWM. Through their
control
of MGP and AWM, Messrs. Marxe and Greenhouse share dispositive
power and
voting power over the portfolio securities of each of the funds
listed
above.
|
|
25.
|
Includes
(i) 27,790 shares owned directly and (ii) 11,116 shares underlying
2005
Warrants all registered herein and (iii) 32,348 shares underlying
Series D
Preferred Stock and associated warrants, (iv) 93,750 shares underlying
Series E Preferred Stock and associated warrants and (v) 24,245
shares
underlying other warrants.
|
|
26.
|
Includes
(i) 317,037 shares owned directly and (ii) 126,814 shares underlying
2005
Warrants all registered herein and (iii) 372,178 shares underlying
Series
D Preferred Stock and associated warrants, (iv) 1,078,125 shares
underlying Series E Preferred Stock and associated warrants and
(v)
276,592 shares underlying other
warrants.
|
|
27.
|
Includes
(i) 1,034,482 shares owned directly and (ii) 413,792 shares underlying
2005 Warrants all registered herein and (iii) 1,213,629 shares
underlying
Series D Preferred Stock and associated warrants, (iv) 3,515,625
shares
underlying Series E Preferred Stock and associated warrants and
(v)
902,514 shares underlying other
warrants
|
|
28.
|
Includes
(i) 1,250 shares underlying Agents’ Warrants, registered herein, and (ii)
7,868 shares underlying other
warrants.
|
|
29.
|
Includes
1,500 shares underlying Prior
Warrants.
|
|
30.
|
Includes
3,000 shares underlying Prior
Warrants.
|
|
31.
|
Includes
7,500 shares underlying Agents’
Warrants.
|
|
32.
|
Includes
(i) 13,000 shares underlying Agents’ Warrants, registered herein and (ii)
36,316 shares underlying other
warrants.
|
|
33.
|
Includes
(i) 27,500 shares underlying Agents’ Warrants, registered herein and (ii)
50,527 shares underlying other
warrants.
|
|
34.
|
Includes
(i) 250 shares underlying Prior Warrants registered herein and
(ii) 14,924
shares underlying options. Does not include 10,876 shares
underlying options presently not
exercisable.
|
|
35.
|
Includes
13,792 shares underlying 2005 Warrants registered herein and
(ii) 30,082
shares underlying other warrants.
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchases;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales effected after the date the registration statement
of which
this prospectus is a part is declared effective by the
SEC;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per share;
and
|
|
·
|
a
combination of any such methods of
sale.
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
– F-22
|
|
F-23
|
|
F-24
|
|
F-25
|
|
F-26
|
|
F
-27 – F-33
|
|
ASSETS
|
|||||
Current
Assets:
|
|||||
Cash
and cash equivalents
|
$ |
1,068,954
|
|||
Accounts
receivable, net of reserve for bad debts of $5,163
|
249,761
|
||||
Inventories,
net
|
952,116
|
||||
Total current assets |
2,270,831
|
||||
Property
and Equipment:
|
|||||
Office
furniture and equipment
|
230,604
|
||||
Equipment
for lease
|
23,500
|
||||
Leasehold
improvements
|
29,003
|
||||
283,107
|
|||||
Less:
accumulated depreciation
|
202,781
|
||||
Property
and equipment, net
|
80,326
|
||||
Other
Assets:
|
|||||
Goodwill
|
285,010
|
||||
Intangible
assets, net
|
120,083
|
||||
Other
|
20,770
|
||||
Total
other assets
|
425,863
|
||||
Total
Assets
|
$ |
2,777,020
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||
Current
Liabilities:
|
|||||
Accounts
payable
|
$ |
383,458
|
|||
Accrued
expenses
|
59,402
|
||||
Accrued
compensation
|
174,669
|
||||
Total
current liabilities
|
617,529
|
||||
Commitments
and Contingencies
|
-
|
||||
Stockholders’
Equity:
|
|||||
Preferred
stock, $.01 par value
|
|||||
Authorized
- 1,000,000 shares
|
|||||
Issued
and outstanding - Series A, none; Series B, convertible,
|
|||||
27,000
shares . Liquidation preference $2,700,000
|
2,700,000
|
||||
Series
D, stated value $12.40, convertible, 241,933 shares
|
3,000,000
|
||||
Common
stock, $.01 par value
|
|||||
Authorized
- 50,000,000 shares, issued 3,322,798 shares
and
|
|||||
outstanding
3,321,673 shares
|
33,228
|
||||
Additional
paid-in capital
|
74,001,747
|
||||
Accumulated
deficit
|
(77,573,234 | ) | |||
Treasury
stock (1,125 common shares, at cost)
|
(2,250 | ) | |||
Total
stockholders’ equity
|
2,159,491
|
||||
Total
Liabilities and Stockholders' Equity
|
$ |
2,777,020
|
For
the years ended
|
||||||||
September
30, 2006
|
September
30, 2005
|
|||||||
Revenues:
|
||||||||
Product
sales
|
$ |
1,069,902
|
$ |
727,491
|
||||
Equipment
rental
income
|
-
|
13,305
|
||||||
Consulting
and
royalty fees
|
165,567
|
108,006
|
||||||
Total
revenues
|
1,235,469
|
848,802
|
||||||
Operating
Expenses:
|
||||||||
Cost
of product
sales and equipment rental income
|
802,532
|
490,827
|
||||||
Research
and
development
|
342,587
|
325,486
|
||||||
Selling,
general
and administrative; includes stock based compensation of $52,642 in
2006
|
3,064,084
|
2,730,071
|
||||||
Impairment
of
goodwill
|
452,000
|
-
|
||||||
Total
operating expenses
|
4,661,203
|
3,546,384
|
||||||
Operating
loss
|
(3,425,734 | ) | (2,697,582 | ) | ||||
Other
income
|
-
|
482,200
|
||||||
Interest
income
|
29,693
|
30,477
|
||||||
Interest
expense
|
-
|
353,503
|
||||||
Net
loss
|
(3,396,041 | ) | (2,538,408 | ) | ||||
Deemed
Dividend -
Series D Convertible Preferred Stock
|
(1,317,061 | ) |
-
|
|||||
Beneficial
Conversion Feature - Series C Convertible
|
||||||||
Preferred
Stock
|
-
|
(124,528 | ) | |||||
Net
loss attributable to common stockholders
|
$ | (4,713,102 | ) | $ | (2,662,936 | ) | ||
Net
loss per basic and diluted common share
|
$ | (1.42 | ) | $ | (1.16 | ) | ||
Weighted
average number of common shares outstanding, basic and
diluted
|
3,321,673
|
2,288,543
|
Series
B Convertible
|
Series
C Convertible
|
Series
D Convertible
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Preferred
Stock
|
Preferred
Stock
|
Common
Stock
|
Treasury
Stock
|
||||||||||||||||||||||||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Number
of
Shares
|
Amount
|
Total
Stockholdrs'
Equity
(Deficiency)
|
||||||||||||||||||||||||||||||||||||||||
Balance,
October 1, 2004
|
27,000
|
$ |
2,700,000
|
-
|
$ |
-
|
-
|
$ |
-
|
1,023,453
|
$ |
10,235
|
$ |
68,031,614
|
$ | (71,638,785 | ) |
1,125
|
$ | (2,250 | ) | $ | (899,186 | ) | ||||||||||||||||||||||||||||
Issuance
of
Series
C
Manadatory
Convertible
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
45,000
|
4,500,000
|
(434,966 | ) |
4,065,034
|
|||||||||||||||||||||||||||||||||||||||||||||||
Conversion
of secured convertible notes
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
and
bridge financing into Series C Mandatory
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible
Preferred Stock
|
21,68
|
2,168,100
|
2,168,100
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Conversion
of Series C Preferred into common stock
|
(66,681 | ) | (6,668,100 | ) |
2,299,345
|
22,993
|
6,645,107
|
-
|
||||||||||||||||||||||||||||||||||||||||||||
Net
loss
|
(2,538,408 | ) | (2,538,408 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance,
September 30, 2005
|
27,000
|
$ |
2,700,000
|
-
|
$ |
-
|
-
|
$ |
-
|
3,322,798
|
$ |
33,228
|
$ |
74,241,755
|
$ | (74,177,193 | ) |
1,125
|
$ | (2,250 | ) | $ |
2,795,540
|
|||||||||||||||||||||||||||||
Issuance
of
Series
D
Convertible
Preferred
Stock,
net
|
241,933
|
3,000,000
|
(292,650 | ) |
2,707,350
|
|||||||||||||||||||||||||||||||||||||||||||||||
Grant
of stock options to Consultants
for
Services
|
52,642
|
52,642
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net
loss
|
(3,396,041 | ) | (3,396,041 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance,
September 30, 2006
|
27,000
|
$ |
2,700,000
|
-
|
$ |
-
|
241,933
|
$ |
3,000,000
|
3,322,798
|
$ |
33,228
|
$ |
74,001,747
|
$ | (77,573,234 | ) |
1,125
|
$ | (2,250 | ) | $ |
2,159,491
|
For
the Years Ended
|
||||||||
September
30, 2006
|
September
30, 2005
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
loss
|
$ | (3,396,041 | ) | $ | (2,538,408 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Amortization
of debt discount
|
-
|
165,220
|
||||||
Amortization
of deferred financing costs
|
-
|
89,542
|
||||||
Depreciation
and amortization
|
177,671
|
310,693
|
||||||
Impairment
of goodwill
|
452,000
|
-
|
||||||
Stock
based compensation expense
|
52,642
|
-
|
||||||
Interest
on secured convertible notes
|
-
|
95,300
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable, net
|
(122,509 | ) | (53,769 | ) | ||||
Inventories,
net
|
(283,500 | ) |
108,079
|
|||||
Other
assets
|
29,758
|
(14,536 | ) | |||||
Accounts
payable and accrued expenses
|
239,932
|
(1,100,161 | ) | |||||
Net
cash used in operating activities
|
(2,850,047 | ) | (2,938,040 | ) | ||||
Cash
Flows from Investing Activities:
|
||||||||
Proceeds
from sale of Strax business
|
-
|
66,000
|
||||||
Acquisition
of property and equipment
|
(42,147 | ) | (32,139 | ) | ||||
Increase
in security deposit
|
(3,360 | ) | (4,080 | ) | ||||
Net
cash (used in) provided by investing activities
|
(45,507 | ) |
29,781
|
|||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from short term loan
|
-
|
100,000
|
||||||
Repayment
of short term loan
|
-
|
(100,000 | ) | |||||
Proceeds
from short term loans - related party
|
-
|
145,923
|
||||||
Repayment
of short term loans - related party
|
-
|
(73,123 | ) | |||||
Net
proceeds from issuance of Series C Preferred Stock
|
-
|
4,065,034
|
||||||
Net
proceeds from issuance of Series D Preferred Stock
|
2,707,350
|
-
|
||||||
Net
cash provided by financing activities
|
2,707,350
|
4,137,834
|
||||||
Net
(decrease) increase in cash and cash equivalents
|
(188,204 | ) |
1,229,575
|
|||||
Cash
and cash equivalents, beginning of year
|
1,257,158
|
27,583
|
||||||
Cash
and cash equivalents, end of year
|
$ |
1,068,954
|
$ |
1,257,158
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid for interest
|
$ |
-
|
$ |
49,541
|
||||
Cash
paid for income taxes
|
$ |
3,110
|
$ |
192,672
|
||||
Non
Cash Investing and Financing Activities:
|
||||||||
Transfer
of net book value of certain equipment for leases to
inventory
|
$ |
-
|
$ |
66,177
|
||||
Conversion
of secured convertible notes into equity
|
$ |
-
|
$ |
1,500,000
|
||||
Conversion
of notes payable -related party into equity
|
$ |
-
|
$ |
500,000
|
||||
Conversion
of short-term loans payable - related party into equity
|
$ |
-
|
$ |
72,800
|
Asset
Classification
|
Useful
Lives
|
Office
furniture and equipment
|
3-5
years
|
Leasehold improvements | Term of Lease |
Equipment
for lease
|
5
years
|
September
30,
|
||
2006
|
2005
|
|
Risk free interest rate
|
4.00
– 5.00%
|
4.00
–5.00%
|
Expected dividend yield
|
--
|
--
|
Expected lives
|
3
to 10 years
|
10
years
|
Expected volatility
|
29
– 77%
|
29
– 80%
|
Weighted average value of grants per share
|
$2.08
|
$3.32
|
Weighted average remaining contractual life of options outstanding
(years)
|
7.67
|
6.35
|
For
the years ended
|
||
September
30,
|
||
2006
|
2005
|
|
Net
loss attributable to common stockholders as reported
|
$(4,713,102)
|
$(2,662,936)
|
Add: Stock
based employee compensation expense, included in reported
loss.
|
--
|
--
|
Less:
Stock-based employee compensation as determined under fair value
based
method for all awards.
|
(91,668)
|
(2,991)
|
Pro
forma net loss
|
$(4,804,770)
|
$(2,665,927)
|
Net
Loss per share:
|
||
Basic
and diluted loss attributable to common stockholders – as
reported
|
$(1.42)
|
$
(1.16)
|
Basic
and diluted loss attributable to common stockholders - pro
forma
|
$(1.45)
|
$
(1.16)
|
Accumulated
|
Sept
30,2006
|
||
Asset
Type
|
Cost
|
Amortization
|
Net
Book Value
|
Technology
|
$550,000
|
$550,000
|
$ -
|
Permits
|
290,000
|
219,917
|
70,083
|
Customer Relationships
|
200,000
|
150,000
|
50,000
|
$1,040,000
|
$919,917
|
$120,083
|
Fiscal
Period
|
Amortization
|
2007
|
98,000
|
2008
|
22,083
|
$120,083
|
Raw
materials
|
$719,116
|
Finished
goods
|
233,000
|
$952,116
|
September
30,
|
||
2006
|
2005
|
|
Tax
benefit at statutory rate
|
(34.0%)
|
(34.0%)
|
Adjustments
for change in valuation allowance
|
34.0%
|
34.0%
|
-
|
-
|
Fiscal
Year
|
Amount
|
2007
|
$105,742
|
2008
|
93,983
|
2009
|
96,071
|
2010
|
98,160
|
2011
|
100,248
|
Number
of
Shares
|
Warrant
Price
Per
Share
|
Weighted
Average
Exercise
Price
Per
Share
|
|
Balance
October 1, 2004
|
160,519
|
$1.60
- $15.00
|
$5.95
|
Granted
in 2005
|
707,984
|
$2.90
- $5.60
|
$5.01
|
Forfeited/Expired
in 2005
|
(45,107)
|
$4.00
- $15.00
|
$9.45
|
Balance,
September 30, 2005
|
823,396
|
$1.60
- $5.60
|
$4.95
|
Granted
in 2006
|
850,750
|
$1.50 -
$2.00
|
$1.82
|
Forfeited/Expired
in 2006
|
(15,000)
|
$1.60
|
$1.60
|
Balance,
September 30, 2006
|
1,659,146
|
$1.50
– $5.60
|
$3.38
|
Number
of
Shares
|
Option
Price
Per
Share
|
Weighted
Average
Exercise
Price
Per
Share
|
|
Balance
October 1, 2004
|
51,800
|
$3.00
- $4.00
|
$3.07
|
Granted
in 2005
|
-
|
-
|
-
|
Balance,
September 30, 2005
|
51,800
|
$3.00
- $4.00
|
$3.07
|
Granted
in 2006
|
458,000
|
$2.20
|
$2.20
|
Forfeited/Expired
in 2006
|
(3,750)
|
$3.00
|
$3.00
|
Balance,
September 30, 2006
|
506,050
|
$2.20
- $4.00
|
$2.28
|
Number
of
Shares
|
Option
Price
Per
Share
|
Weighted
Average
Exercise
Price
Per
Share
|
|
Balance,
October 1, 2004
|
52,654
|
$2.00
- $402.00
|
$3.40
|
Forfeited/Expired
in 2005
|
(64)
|
$402.00
|
$402.00
|
Balance,
September 30, 2005
|
52,500
|
$2.00
- $3.00
|
$2.95
|
Granted
in 2006
|
130,000
|
$0.70
- $1.75
|
$0.94
|
Forfeited/Expired
in 2006
|
(52,500)
|
$2.00
- $3.00
|
$2.95
|
Balance,
September 30, 2006
|
130,000
|
$0.70
- $1.75
|
$0.94
|
Number
of
Shares
|
Option
Price
Per
Share
|
Weighted
Average
Exercise
Price
Per
Share
|
|
Balance,
October 1, 2004
|
36,350
|
$3.00
-$100.00
|
$4.60
|
Forfeited/Expired
in 2005
|
(1,375)
|
$3.00
- $100.00
|
$10.32
|
Balance,
September 30, 2005
|
34,975
|
$3.00
- $100.00
|
$4.27
|
Forfeited/Expired
in 2006
|
(3,475)
|
$3.00
- $100.00
|
$11.48
|
Balance,
September 30, 2006
|
31,500
|
$3.00
- $5.00
|
$3.48
|
Outstanding
Options
|
|||
Weighted-
|
|||
Number
|
Average
|
Weighted-
|
|
Range
of
|
Outstanding
at
|
Remaining
|
Average
|
Exercise
|
September
30,
|
Contractual
|
Exercise
|
Prices
|
2006
|
Life
(years)
|
Price
|
$0.70
|
100,000
|
3.00
|
$0.70
|
1.75
|
30,000
|
4.83
|
1.75
|
2.20
|
458,000
|
9.33
|
2.20
|
3.00
– 5.00
|
79,550
|
5.03
|
3.24
|
|
|||
$0.70
- $5.00
|
667,550
|
7.67
|
$2.08
|
Exercisable
Options
|
|||
Weighted-
|
|||
Number
|
Average
|
Weighted-
|
|
Range
of
|
Outstanding
at
|
Remaining
|
Average
|
Exercise
|
September
30,
|
Contractual
|
Exercise
|
Prices
|
2006
|
Life
(years)
|
Price
|
$0.70
|
100,000
|
3.00
|
$0.70
|
2.20
|
76,303
|
9.33
|
2.20
|
3.00
– 5.00
|
79,550
|
5.03
|
3.24
|
|
|||
$0.70
- $5.00
|
255,853
|
5.37
|
$1.94
|
Total
stock options vested and exercisable at September 30,
2006
|
Number
of
Shares
|
Range
of
Exercise
Price
Per
Share
|
Weighted
Average
Exercise
Price
Per
Share
|
Plan
shares
|
155,853
|
$2.20-$5.00
|
$2.73
|
Non-plan
shares
|
100,000
|
0.70
|
$0.70
|
255,853
|
$0.70
- $5.00
|
$1.94
|
For
the years ended September 30,
|
2006
|
2005
|
Net
Revenues:
|
||
Israel
|
$490,096
|
$398,215
|
United
States
|
745,373
|
450,587
|
Revenues
as reported in the accompanying financial statements
|
$1,235,469
|
$848,802
|
September
30, 2006
|
|
Identifiable
Assets:
|
|
Israel
|
$962,732
|
United
States
|
1,814,288
|
Total
Assets as reported in the accompanying financial
statements
|
$2,777,020
|
ASSETS
|
||||
Current
Assets:
|
||||
Cash
and cash equivalents
|
$ |
1,895,129
|
||
Accounts
receivable, net
|
385,309
|
|||
Inventories,
net
|
1,229,435
|
|||
Total
current assets
|
3,509,873
|
|||
Property
and Equipment:
|
||||
Office
furniture and equipment
|
245,136
|
|||
Leasehold
improvements
|
29,722
|
|||
274,858
|
||||
Less:
accumulated depreciation
|
191,425
|
|||
Property and equipment, net
|
83,433
|
|||
Other
Assets:
|
||||
Goodwill
|
285,010
|
|||
Intangible
assets, net
|
71,083
|
|||
Other
|
20,770
|
|||
Total
other assets
|
376,863
|
|||
Total
Assets
|
$ |
3,970,169
|
||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
Current
Liabilities:
|
||||
Accounts
payable
|
$ |
619,945
|
||
Accrued
expenses
|
71,424
|
|||
Accrued
compensation
|
191,643
|
|||
Total
current liabilities
|
883,012
|
|||
Commitments
and Contingencies
|
-
|
|||
Stockholders’
Equity:
|
||||
Preferred
stock, $.01 par value
|
||||
Authorized
- 1,000,000 shares
|
||||
Issued
and outstanding - Series A, none; Series B, convertible,
|
||||
27,000
shares . Liquidation preference $2,700,000
|
2,700,000
|
|||
Series
D, stated value $12.40, convertible, 194,933 shares
|
2,417,200
|
|||
Series
E, stated value $250.00, convertible, 10,000 shares
|
2,500,000
|
|||
Common
stock, $.01 par value
|
||||
Authorized
- 50,000,000 shares, issued 3,792,798 shares
and
|
||||
outstanding
3,791,673 shares
|
37,928
|
|||
Additional
paid-in capital
|
74,578,397
|
|||
Accumulated
deficit
|
(79,144,118 | ) | ||
Treasury
stock (1,125 common shares, at cost)
|
(2,250 | ) | ||
Total
stockholders’ equity
|
3,087,157
|
|||
Total
Liabilities and Stockholders' Equity
|
$ |
3,970,169
|
For
the six months ended
|
||||||||
March
31, 2007
|
March
31, 2006
|
|||||||
Revenues:
|
||||||||
Product
sales
|
$ |
1,053,596
|
$ |
447,388
|
||||
Consulting
and
royalty fees
|
94,425
|
65,538
|
||||||
Total
revenues
|
1,148,021
|
512,926
|
||||||
Operating
Expenses:
|
||||||||
Cost
of product
sales
|
679,543
|
342,848
|
||||||
Research
and
development
|
148,565
|
176,187
|
||||||
Selling,
general
and administrative, includes stock-based
|
||||||||
compensation
of
$104,550 for the six months ended March 31, 2007.
|
1,885,137
|
1,405,653
|
||||||
Total
operating expenses
|
2,713,245
|
1,924,688
|
||||||
Operating
loss
|
(1,565,224 | ) | (1,411,762 | ) | ||||
Interest
(expense),
income
|
(5,660 | ) |
7,122
|
|||||
-
|
||||||||
Net
loss
|
(1,570,884 | ) | (1,404,640 | ) | ||||
Deemed
Dividend -
Series D Convertible Preferred Stock
|
-
|
(1,317,061 | ) | |||||
Deemed
Dividend -
Series E Convertible Preferred Stock
|
(2,346,938 | ) |
-
|
|||||
Net
loss
attributable to common stockholders
|
$ | (3,917,822 | ) | $ | (2,721,701 | ) | ||
Net
loss per basic
and diluted common share
|
$ | (1.08 | ) | $ | (0.82 | ) | ||
Weighted
average number of common shares outstanding, basic and
diluted
|
3,626,398
|
3,321,673
|
Series
B Convertible
|
Series D
Convertible
|
Series E
Convertible
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Preferred
Stock
|
Preferred
Stock
|
Common
Stock
|
Treasury
Stock
|
||||||||||||||||||||||||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Number
of
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Number
of
Shares
|
Amount
|
Total
Stockholdrs'
Equity
(Deficiency)
|
||||||||||||||||||||||||||||||||||||||||
Balance,
October 1, 2006
|
27,000
|
$ |
2,700,000
|
241,933
|
$ |
3,000,000
|
-
|
$ |
-
|
3,322,798
|
$ |
33,228
|
$ |
74,001,747
|
$ | (77,573,234 | ) |
1,125
|
$ | (2,250 | ) | $ | 2,159,491 | |||||||||||||||||||||||||||||
Conversion
of Series D
Preferred
Stock
to
Common
Shares
|
(47,000
|
) |
(582,800
|
) | 470,000 | 4,700 | 578,100 |
-
|
||||||||||||||||||||||||||||||||||||||||||||
Issuance
of
Series
E
Preferred
Stock,
net
(See
Note 7)
|
10,000
|
2,500,000
|
(106,000 | ) |
2,394,000
|
|||||||||||||||||||||||||||||||||||||||||||||||
Adoption
of
SFAS
123 (R)
|
44,262
|
44,262
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based
Compensation
|
60,288
|
60,288
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Net
loss
|
(1,570,884 | ) | (1,570,884 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance,
March
31, 2007
|
27,000
|
$ |
2,700,000
|
194,933
|
$ |
2,417,200
|
10,000
|
$ |
2,500,000
|
3,792,798
|
$ |
37,928
|
$ |
74,578,397
|
$ | (79,144,118 | ) |
1,125
|
$ | (2,250 | ) | $ |
3,087,157
|
Six
Months Ended March 31,
|
||||||||
2007
|
2006
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
loss
|
$ | (1,570,884 | ) | $ | (1,404,640 | ) | ||
Adjustments
to
reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and
amortization
|
61,144
|
110,032
|
||||||
Stock-based
compensation
|
104,550
|
-
|
||||||
Changes
in
operating assets and liabilities:
|
||||||||
Accounts
receivable, net
|
(135,548 | ) | (42,827 | ) | ||||
Inventories,
net
|
(277,319 | ) | (114,445 | ) | ||||
Other
assets
|
-
|
(57,252 | ) | |||||
Accounts
payable
|
236,487
|
(83,580 | ) | |||||
Accrued
expenses
|
28,996
|
62,161
|
||||||
Net
cash used in
operating activities
|
(1,552,574 | ) | (1,530,551 | ) | ||||
Cash
Flows from Investing Activities:
|
||||||||
Acquisition
of
property and equipment
|
(15,251 | ) | (13,418 | ) | ||||
Increase
in
security deposit
|
-
|
(3,156 | ) | |||||
Net
cash used in
investing activities
|
(15,251 | ) | (16,574 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from short
term promissory note
|
100,000
|
-
|
||||||
Repayment
of short
term promissory note
|
(100,000 | ) |
-
|
|||||
Net
proceeds from
issuance of Series D Preferred Stock
|
-
|
2,707,350
|
||||||
Net
proceeds from
issuance of Series E Preferred Stock
|
2,394,000
|
-
|
||||||
Net
cash provided
by financing activities
|
2,394,000
|
2,707,350
|
||||||
Net
increase in cash and cash equivalents
|
826,175
|
1,160,225
|
||||||
Cash
and cash equivalents, beginning of period
|
1,068,954
|
1,257,158
|
||||||
Cash
and cash equivalents, end of period
|
$ |
1,895,129
|
$ |
2,417,383
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid for
interest
|
$ |
806
|
$ |
-
|
||||
Cash
paid for
income taxes
|
$ |
5,338
|
$ |
3,110
|
||||
Non
Cash-Flow Items:
|
||||||||
Conversion
of
47,000 shares of Series D Preferred Stock to common shares
|
$ |
582,800
|
$ |
-
|
Number
of Options
|
Weighted
Average Exercise Price
|
|
Outstanding at October 1, 2006
|
667,550
|
$2.08
|
Granted
|
1,180,000
|
$0.61
|
Forfeited / Expired
|
-
|
-
|
Outstanding at March 31, 2007
|
1,847,550
|
$0.86
|
Outstanding
Options
|
Options
Exercisable
|
||||||
Weighted-
|
|||||||
Number
|
Average
|
Weighted-
|
Number
|
Weighted-
|
|||
Range
of
|
Outstanding
at
|
Remaining
|
Average
|
Exercisable
at
|
Average
|
||
Exercise
|
March
31,
|
Contractual
|
Exercise
|
March
31,
|
Exercise
|
||
Prices
|
|
2007
|
Life
(years)
|
Price
|
2007
|
Price
|
|
$0.52
– 0.80
|
1,280,000
|
9.05
|
$0.61
|
108,330
|
0.71
|
||
1.10
|
458,000
|
8.83
|
1.10
|
133,553
|
1.10
|
||
1.75
|
30,000
|
4.33
|
1.75
|
22,500
|
1.75
|
||
3.00
– 5.00
|
79,550
|
4.53
|
3.24
|
79,550
|
3.24
|
||
|
|||||||
$0.52
- $5.00
|
|
1,847,550
|
8.73
|
$0.86
|
343,933
|
$1.51
|
Six
months ended
March
31, 2006
|
||||
Net
loss attributable to common stockholders as reported
|
$ | (2,721,701 | ) | |
Deduct:
Stock-based employee compensation determined under
fair
value method for all awards, net of related tax effects
|
(1,220 | ) | ||
Pro
forma net loss attributable to common stockholders
|
$ | (2,722,921 | ) | |
Pro
forma net loss per share attributable to common stockholders
(basic
and diluted)
|
$ | (0.82 | ) |
March
31, 2007
|
March
31, 2006
|
|
Options
Outstanding
|
1,847,550
|
544,725
|
Warrants
Outstanding
|
4,966,646
|
1,659,146
|
Series
B Preferred Stock
|
57,989
|
57,989
|
Series
D Preferred Stock
|
3,370,286
|
2,419,330
|
Series
E Preferred Stock
|
6,250,000
|
0
|
Total
|
16,492,471
|
4,681,190
|
Raw
materials
|
$ |
886,368
|
||
Finished
goods
|
343,067
|
|||
$ |
1,229,435
|
For
the Year Ending September 30,
|
Amount
|
|||
Six
months ending September 30, 2007
|
45,947
|
|||
2008
|
93,983
|
|||
2009
|
96,071
|
|||
2010
|
98,160
|
|||
Thereafter
|
100,248
|
|||
$ |
434,409
|
No
dealer, salesperson or other person has been authorized to give
any
information or to make any representations other than those contained
in
this Prospectus in connection with the offering made by this
Prospectus,
and, if given or made, such information or representations must
not be
relied upon as having been authorized by the Company or the selling
stockholders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than those
specifically offered hereby or an offer to sell or a solicitation
of an
offer to buy any of these securities in any jurisdiction to any
person to
whom it is unlawful to make such offer or solicitation. Except
where otherwise indicated, this Prospectus speaks as of the effective
date
of the Registration Statement. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances
create any
implication that there has been no change in the affairs of the
Company
since the date hereof.
|
2,646,121
Shares
of
Common
Stock
CAPRIUS,
INC.
|
1
|
|
|
4
|
July
___, 2007
|
|
12
|
||
13
|
||
13
|
||
13
|
||
14
|
||
31
|
||
35
|
||
38
|
||
38
|
|
|
41
|
|
|
45
|
||
47
|
||
47
|
||
47
|
||
1
|
||
1
|
||
F-1
|
Registration
Fee
|
$ |
1,693
|
||
Legal
Fees and
Expenses
|
30,000
|
|||
Accounting
Fees and
Expenses
|
20,000
|
|||
Printing
|
2,500
|
|||
Miscellaneous
Expenses
|
5,807
|
|||
Total
|
$ |
60,000
|
2.1
|
Agreement
and Plan of Merger, dated January 20, 1997, by and among Registrant,
Medial Diagnostics, Inc. (“Strax”), Strax Acquisition Corporation and US
Diagnostic Inc. (incorporated by reference to Exhibit 1 to Registrant’s
Form 8-K filed January 23, 1997).
|
2.2
|
Agreement
and Plan of Merger dated as of June 28, 1999 among Registrant,
Caprius
Merger Sub, Opus Diagnostics Inc. (“Opus”), George Aaron and Jonathan
Joels (incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K,
filed July 1, 1999 (the “July 1999 Form
8-K”)).
|
3.1
|
Certificate
of Incorporation of Registrant. (incorporated by reference to Exhibit
3
filed with Registrant’s Registration Statement on Form S-2, and amendments
thereto, declared effective August 18, 1993 (File No. 033-40201)
(“Registrant’s Form S-2”)).
|
3.2
|
Amendment
to Certificate of Incorporation of Registrant filed November 5,
1993
(incorporated by reference to Exhibit 3.2 to Registrant’s Form S-4, filed
October 9, 1997(File No.
333-37481)).
|
3.3
|
Amendment
to Certificate of Incorporation of Registrant, filed August 31,
1995,
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K for an
event of August 31, 1995 (the “August 1995 Form
8-K”)).
|
3.4
|
Amendment
to Certificate of Incorporation of Registrant, filed September
21, 1995
(incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on
Form 10-K for the nine months ended September 30, 1995 (the “ANMR 1995
Form 10-K”)).
|
3.5
|
Certificate
of Merger, filed on June 28, 1999 with the Secretary of State of
the State
of Delaware. (incorporated by reference to Exhibit 3.1 of Form
8-K dated June 28, 1999).
|
3.6
|
Certificate
of Amendment to Certificate of Incorporation, filed April 1, 2005
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K, filed
April 5, 2005 (the “April 2005 Form
8-K”).
|
3.7
|
Certificate
of Designation of Series B Convertible Redeemable Preferred Stock
of
Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Form
8-K, filed September 2, 1997).
|
3.8
|
Certificate
of Designations, Preferences and Rights of Series C Mandatory Convertible
Preferred Stock (incorporated by reference to Exhibit 3.1 to Registrant’s
Form 8-K, filed for an event of February 15, 2005 (the “February 2005 Form
8-K”)).
|
3.9
|
Certificate
of Designations Preferences and Rights of Series D Convertible
Preferred
Stock (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K,
filed for an event of February 17, 2006 (the “February 2006 Form
8-K”)).
|
3.10
|
Certificate
of Designations, Preferences and Rights of Series E Convertible
Preferred
Stock, filed on February 27, 2007 with the Secretary of State of
Delaware
(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed
March 1, 2007 (the “March 2007 Form
8-K”)).
|
3.11
|
Amended
and Restated By-laws of Registrant (incorporated by reference to
Exhibit
3.4 to Registrant’s Form S-4).
|
4.1
|
Form
of Warrant issued to certain employees in connection with Registrant’s
Bridge Financing in March 2000 (incorporated by reference to Exhibit
4.7
to Registrant’s July 2000 Form SB-2, filed July 26, 2000 (File No.
333-42222)).
|
4.2
|
Form
of Series A Warrant from Registrant’s April 2000 private placement of
Units (the “April Private Placement”) (incorporated by reference to
Exhibit 10.2 to Registrant’s Form 8-K, filed April 28, 2000 (the “April
2000 Form 8-K”)).
|
4.3
|
Form
of Series B Warrant from the April Private Placement (incorporated
by
reference to Exhibit 10.3 to Registrant’s April 2000 Form
8-K).
|
4.4
|
Form
of Common Stock Purchase Warrants for up to 300,000 shares of Common
Stock, expiring February 28, 2006 (incorporated by Reference to
Exhibit
10.3 to the Registrant’s Form 10-QSB for the fiscal quarter ended March
31, 2001).
|
4.5
|
Form
of 2005 Series A Warrant (granted February 15, 2005) (incorporated
by
reference to Exhibit 4.1 to Registrant’s February 2005 Form
8-K).
|
4.6
|
Form
of 2005 Series B Warrant (granted February 15, 2005) (incorporated
by
reference to Exhibit 4.2 to Registrant’s February 2005 Form
8-K).
|
4.7
|
Form
of Dealer Warrant (granted February 15, 2005) (incorporated by
reference
to Exhibit 4.3 to Registrant’s February 2005 Form
8-K).
|
4.8
|
Form
of Lock-Up Agreement with George Aaron and Jonathan Joels (incorporated
by
reference to Exhibit 4.4 to Registrant’s February 2005 Form
8-K).
|
4.9
|
Form
of 2006 Series A Warrant (granted February 17, 2006) incorporated
by
reference to Exhibit 4.1 to Registrant’s February 2006 Form
8-K).
|
4.10
|
Form
of 2006 Series B Warrant (granted February 17, 2006) incorporated
by
reference to Exhibit 4.2 to Registrant’s February 2006 Form
8-K).
|
4.11
|
Placement
Agent Warrant, dated February 17, 2006 (incorporated by reference
to
Exhibit 4.3 to Registrant’s February 2006 Form
8-K).
|
4.12
|
Placement
Agent Warrants, dated February 17, 2006 (incorporated by reference
to
Exhibit 4.1 to Registrant’s March 2006 Form
8-K/A-1).
|
4.13
|
Form
of Warrant issued to the Investors in the 2007 placement (incorporated
by
reference to Exhibit 4.1 to Registrant’s March 2007 Form
8-K).
|
4.14
|
Placement
Warrant Agreement, dated as of March 1, 2007, for 70,000 shares
of Common
Stock (incorporated by reference to Exhibit 4.2 to Registrants
March 2007
Form 8-K).
|
4.15
|
Warrant
Agreement, dated as of March 1, 2007, for 112,500 shares of Common
Stock
(incorporated by reference to Exhibit 4.3 to Registrant’s March 2007 Form
8-K).
|
10.1.1
|
Registration
Rights Agreement, dated August 18, 1997, between Registrant and
General
Electric Company (“GE”) (incorporated by reference to Exhibit 10.2 to
Registrant’s Form 8-K, filed September 2, 1997 (the “September 1997 Form
8-K”)).
|
10.1.2
|
Stockholders
Agreement, dated August 18, 1997, between Registrant and GE (incorporated
by reference to Exhibit 10.3 to Registrant’s September 1997 Form
8-K).
|
10.1.3
|
Settlement
and Release Agreement, dated August 18, 1997, between the Registrant
and
GE (incorporated by reference to Exhibit 10.4 to Registrant’s September
1997 Form 8-K).
|
10.1.4
|
License
Agreement, dated August 18, 1997, between Registrant and GE (incorporated
by reference to Exhibit 10.4 to Registrant’s September 1997 Form
8-K).
|
10.2.1
|
Form
of Option Agreement granted to Shrikant Mehta with respect to the
April
Private Placement (incorporated by reference to Exhibit 10.17 to
Registrant’s 2000 Form SB-2).
|
10.3.1
|
Purchase
and Sale Agreement, dated as of October 9, 2002, Among Registrant,
Opus
and Seradyn, Inc. (“Seradyn”) (incorporated by reference to Exhibit 10.1
to Registrant’s Form 8-K for an event of October 9, 2002 (the “October
2002 Form 8-K”)).
|
10.3.2
|
Royalty
Agreement, dated as of October 9, 2002, between Opus and Seradyn
(incorporated by reference to Exhibit 10.2 to Registrant’s October 2002
Form 8-K).
|
10.3.3
|
Non-compete
Agreement, dated as of October 9, 2002, between Opus and Seradyn
(incorporated by reference to Exhibit 10.3 to Registrant’s October 2002
Form 8-K).
|
10.3.4
|
Consulting
Agreement, dated as of October 9, 2002, between Opus and Seradyn
(incorporated by reference to Exhibit 10.4 to Registrant’s October 2002
Form 8-K).
|
10.3.5
|
Amendment
to Royalty Agreement dated June 19, 2007, among Registrant, Opus
and
Seradyn (incorporated by reference to Exhibit 10.1 to Registrant’s Form
8-K for an event of June 19, 2007).
|
10.4.1
|
Stock
Purchase Agreement, dated December 17, 2002, among Registrant,
M.C.M.
Technologies, Ltd. and M.C.M. Environmental Technologies,
Inc.(incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K
for an event of December 17, 2002 (the “December 2002 Form
8-K”).
|
10.4.2
|
Stockholders
Agreement, dated December 17, 2002, among M.C.M. Technologies,
Inc. and
the holders of its outstanding capital stock (incorporated by reference
to
Exhibit 10.2 to Registrant’s December 2002 Form
8-K).
|
10.4.3
|
Form
of Unsecured Promissory Notes, issued for the short-term Loan
(incorporated by reference to Exhibit 10.13.3 to Registrant’s September
2002 Form 10-KSB.)
|
10.4.4
|
Form
of Subscription Agreement relating to the short-term Loan (incorporated
by
reference to Exhibit 10.13.4 to Registrant’s September 2002 Form
10-KSB).
|
10.4.5
|
Form
of Common Stock Purchase Warrant relating to the short-term Loan
(incorporated by reference to Exhibit 10.13.5 to Registrant’s September
2002 Form 10-KSB).
|
10.5
|
Form
of Common Stock Warrant relating to Line of Credit (incorporated
by
reference to Exhibit 10.14 to Registrant’s September 2002 Form
10-KSB).
|
10.6.1
|
Securities
Purchase Agreement, among Registrant and investors dated as of
April 26,
2004 (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K
for an event of April 27, 2004 (the “April 2004 Form
8-K”)).
|
10.6.2
|
Form
of 8% Senior Secured Convertible Promissory Note (incorporated
by
reference to Exhibit 10.2 to Registrant’s April 2004 Form
8-K).
|
10.6.3
|
Security
and Pledge Agreement by the Registrant in favor of CAP Agent Associates,
LLC, dated April 26, 2004 (incorporated by reference to Exhibit
10.3 to
Registrant’s April 2004 Form 8-K).
|
10.6.4
|
Registration
Rights Agreement, dated April 26, 2004, between Registrant and
the
purchasers of the Notes, and Sands Brothers International Ltd.
(“SBIL”)
(incorporated by reference to Exhibit 10.4 to Registrant’s April 2004 Form
8-K).
|
10.6.5
|
Dealer
Agreement, dated April 12, 2004, between Registrant and SBIL (incorporated
by reference to Exhibit 10.5 to Registrant’s April 2004 Form
8-K).
|
10.6.6
|
Common
Stock Purchase Warrant Agreement, dated April 26, 2004, between
Registrant
and SBIL (incorporated by reference to Exhibit 10.6 to Registrant’s April
2004 Form 8-K).
|
10.7.1
|
Form
of Secured Promissory Note issued for the short-term Bridge Loans
(incorporated by reference to Exhibit 10.11.1 Registrant’s Form 10-KSB for
fiscal year ended September 30, 2003 (the “2003 Form
10-KSB”)).
|
10.7.2
|
Form
of Common Stock Purchase Warrant relating to the short-term Bridge
Loans
(incorporated by reference to Exhibit 10.11.2 to Registrant’s 2003 Form
10-KSB).
|
10.7.3
|
Form
of Guaranty and Security Agreement relating to the short-term Bridge
Loans
(incorporated by reference to Exhibit 10.11.3 to Registrant’s 2003 Form
10-KSB).
|
10.8
|
License
and Manufacturing Agreement between M.C.M. Environmental Technologies
Inc.
and CID Lines, dated November 26, 2002 (incorporated by reference
to
Exhibit 10.14 to Amendment No. 1 to Registrant’s September 2004 Form SB-2,
filed November 5, 2004 (File No. 333-118869) (“November 2004 Form
SB-2/A-1”)).
|
10.9
|
Distribution
Agreement between M.C.M. Environmental Technologies, LTD and Euromedic
Group, dated November 1, 2002 (incorporated by reference to Exhibit
10.15
to Registrant’s November 2004 Form
SB-2/A-1).
|
10.10
|
Distribution
Agreement between M.C.M. Environmental Technologies, LTD and Lysmed,
L.L.C., dated January 12, 2001 (incorporated by reference to Exhibit
10.16
to Registrant’s November 2004 Form
SB-2/A-1).
|
10.11.1
|
Purchase
Agreement for the sale of 45,000 shares of Series C Mandatory Convertible
Preferred Stock and Series A and Series B warrants (incorporated
by
reference to Exhibit 10.1 to Registrant’s February 2005 Form
8-K).
|
10.11.2
|
Registration
Rights Agreement, dated February 15, 2005, by and among the Registrant
and
investors (incorporated by reference to Exhibit 10.2 to Registrant’s
February 2005 Form 8-K).
|
10.11.3
|
Amendment
and Conversion Agreement, dated February 15, 2005, by and among
the
Registrant and note holders (incorporated by reference to Exhibit
10.3 to
Registrant’s February 2005 Form
8-K).
|
10.11.4
|
Exchange
Agreement, dated February 15, 2005, by and among the Registrant
and
certain lenders (incorporated by reference to Exhibit 10.4 to Registrant’s
February 2005 Form 8-K).
|
10.11.5
|
Registration
Rights Agreement, dated February 15, 2005, by and among the Registrant
and
note holders (incorporated by reference to Exhibit 10.5 to Registrant’s
February 2005 Form 8-K).
|
10.12.1
|
Financial
Advisory Agreement, dated January 11, 2005, between the Registrant
and
Laidlaw & Company (UK) Ltd. (incorporated by reference to Exhibit
10.6.1 to Registrant’s February 2005 Form
8-K).
|
10.12.2
|
Amendment
to Financial Advisory Agreement, dated February 9, 2005 (incorporated
by
reference to Exhibit 10.6.2 to Registrant’s February 2005 Form
8-K).
|
10.13
|
Settlement
Agreement and Policies Release by and among Admiral Insurance Company
and
Registrant and certain Caprius directors and officers including
George
Aaron, Jonathan Joels, Shrikant Mehta and Sanjay Mody (incorporated
by
reference to Exhibit 10.1 to Registrant’s June 30, 2005 Form
10-QSB).
|
10.14
|
Form
of Agreement of Lease between Venture Hackensack Holding, Inc.
and
Caprius, Inc. dated January 1, 2006 (incorporated by reference
to Exhibit
10.1 to Registrant’s December 31, 2005 Form
10-QSB.)
|
10.15.1
|
Purchase
Agreement for sale of Series D Convertible Preferred Stock (incorporated
by reference to Exhibit 10.1 to Registrant’s February 2006 Form
8-K).
|
10.15.2
|
Registration
Rights Agreement dated February 16, 2006, by and among Registrant
and the
purchasers (incorporated by reference to Exhibit 10.2 to Registrant’s
February 2006 Form 8-K).
|
10.16
|
Form
of Letter Agreement, dated October 30, 2006, between the Caprius,
Inc. and
Dwight Morgan (incorporated by reference to Registrant’s November 2006
Form 8-K).
|
10.17.1
|
Purchase
Agreement for sale of Series E Preferred Stock dated as of February
27,
2007 (incorporated by reference to Exhibit 10.1 to Registrant’s March 2007
Form 8-K)
|
10.17.2
|
Registration
Rights Agreement dated March 1, 2007, by and among Registrant and
the
purchasers (incorporated by reference to Exhibit 10.2 to Registrant’s
March 2007 Form 8-K)
|
10.17.3
|
Letter
Agreement, dated February 27, 2007, between the Company and Vision
Opportunity Master Fund Ltd. (incorporated by reference to Exhibit
10.3
top Registrant’s March 2007 Form
8-K).
|
Caprius,
Inc.
|
||
By:
|
/s/
Jonathan Joels
|
|
Jonathan
Joels
Chief
Financial Officer
|
Signature
|
Title
|
Date
|
/s/
Dwight
Morgan
Dwight Morgan |
Chairman
of the Board,
President
and CEO
|
July
20, 2007
|
/s/
Jonathan
Joels
Jonathan Joels |
Director,
Chief Financial Officer and
Chief
Accounting Officer
|
July
20, 2007
|
/s/
George
Aaron
George Aaron |
Director
|
July
20, 2007
|
/s/
Kenneth C.
Leung
Kenneth C. Leung |
Director
|
July
20, 2007
|
/s/
Roger W.
Miller
Roger W. Miller |
Director
|
July
20, 2007
|
/s/
Sol
Triebwasser
Sol Triebwasser, Ph.D. |
Director
|
July
20, 2007
|