þ
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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68-0423298
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S
Employer
Identification
No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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o
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o
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(Do not check if a smaller reporting company)
o
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þ
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Page
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PART
I — FINANCIAL INFORMATION
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3
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Item 1. Financial
Statements
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3
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Condensed
Consolidated Balance Sheets
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3
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Condensed
Consolidated Statements of Operations
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4
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Condensed
Consolidated Statements of Cash Flows
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5
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Notes
to Condensed Consolidated Financial Statements
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6
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Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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15
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Item 3. Quantitative and
Qualitative Disclosures About Market Risk
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22
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Item 4. Controls and
Procedures
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23
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PART
II — OTHER INFORMATION
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23
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Item 1. Legal
Proceedings
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23
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Item 1A. Risk
Factors
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23
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Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
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23
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Item 3. Defaults Upon
Senior Securities
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23
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Item 4. Removed and
Reserved
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23
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Item 5. Other
Information
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23
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Item 6.
Exhibits
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24
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September 30,
2010
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March 31,
2010
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|||||||
(Unaudited)
|
||||||||
ASSETS
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||||||||
Current
assets:
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||||||||
Cash
and cash equivalents
|
$ | 5,367 | $ | 6,258 | ||||
Accounts
receivable, net
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1,615 | 1,416 | ||||||
Inventories,
net
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648 | 565 | ||||||
Prepaid
expenses and other current assets
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603 | 811 | ||||||
Total
current assets
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8,233 | 9,050 | ||||||
Property
and equipment, net
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1,019 | 1,108 | ||||||
Other
assets
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51 | 60 | ||||||
Total
assets
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$ | 9,303 | $ | 10,218 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 976 | $ | 981 | ||||
Accrued
expenses and other current liabilities
|
1,123 | 1,078 | ||||||
Current
portion of long-term debt, net of discount
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147 | 204 | ||||||
Derivative
liability
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218 | 472 | ||||||
Total
current liabilities
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2,464 | 2,735 | ||||||
Deferred
revenue
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174 | 328 | ||||||
Long-term
debt, net of discount, less current portion
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1,618 | 110 | ||||||
Put
warrant liability
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500 | — | ||||||
Total
liabilities
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4,756 | 3,173 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders’
Equity:
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||||||||
Convertible
preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares
issued and outstanding at September 30, 2010 (unaudited) and March 31,
2010
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— | — | ||||||
Common
stock, $0.0001 par value; 100,000,000 shares authorized, 26,384,357 and
26,161,428 shares issued and outstanding at September 30, 2010 (unaudited)
and March 31, 2010, respectively
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3 | 3 | ||||||
Additional
paid-in capital
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128,570 | 127,067 | ||||||
Accumulated
other comprehensive loss
|
(2,965 | ) | (2,988 | ) | ||||
Accumulated
deficit
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(121,061 | ) | (117,037 | ) | ||||
Total
stockholders’ equity
|
4,547 | 7,045 | ||||||
Total
liabilities and stockholders’ equity
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$ | 9,303 | $ | 10,218 |
Three Months Ended
September 30,
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Six Months Ended
September 30,
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|||||||||||||||
2010
|
2009
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2010
|
2009
|
|||||||||||||
Revenues
|
||||||||||||||||
Product
|
$ | 2,282 | $ | 1,403 | $ | 4,327 | $ | 2,970 | ||||||||
Service
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184 | 269 | 403 | 549 | ||||||||||||
Total
revenues
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2,466 | 1,672 | 4,730 | 3,519 | ||||||||||||
Cost
of revenues
|
||||||||||||||||
Product
|
638 | 601 | 1,334 | 1,128 | ||||||||||||
Service
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155 | 258 | 334 | 473 | ||||||||||||
Total
cost of revenues
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793 | 859 | 1,668 | 1,601 | ||||||||||||
Gross
profit
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1,673 | 813 | 3,062 | 1,918 | ||||||||||||
Operating
expenses
|
||||||||||||||||
Research
and development
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553 | 583 | 949 | 1,304 | ||||||||||||
Selling,
general and administrative
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2,765 | 2,485 | 6,154 | 5,170 | ||||||||||||
Total
operating expenses
|
3,318 | 3,068 | 7,103 | 6,474 | ||||||||||||
Loss
from operations
|
(1,645 | ) | (2,255 | ) | (4,041 | ) | (4,556 | ) | ||||||||
Interest
expense
|
(88 | ) | (3 | ) | (147 | ) | (7 | ) | ||||||||
Interest
income
|
1 | — | 1 | 1 | ||||||||||||
Change
in fair value of derivative liability
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166 | 451 | 254 | (757 | ) | |||||||||||
Other
expense, net
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(83 | ) | (86 | ) | (91 | ) | (115 | ) | ||||||||
Net
loss
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$ | (1,649 | ) | $ | (1,893 | ) | $ | (4,024 | ) | $ | (5,434 | ) | ||||
Net
loss per common share: basic and diluted
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$ | (0.06 | ) | $ | (0.08 | ) | $ | (0.15 | ) | $ | (0.26 | ) | ||||
Weighted-average
number of shares used in per common share calculations:
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||||||||||||||||
Basic
and diluted
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26,321 | 22,750 | 26,268 | 21,078 | ||||||||||||
Other
comprehensive loss, net of tax
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||||||||||||||||
Net
loss
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$ | (1,649 | ) | $ | (1,893 | ) | $ | (4,024 | ) | $ | (5,434 | ) | ||||
Foreign
currency translation adjustments
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125 | 42 | 23 | 113 | ||||||||||||
Other
comprehensive loss
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$ | (1,524 | ) | $ | (1,851 | ) | $ | (4,001 | ) | $ | (5,321 | ) |
Six Months Ended
September 30,
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||||||||
2010
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2009
|
|||||||
Cash
flows from operating activities:
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||||||||
Net
loss
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$ | (4,024 | ) | $ | (5,434 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
185 | 237 | ||||||
Stock-based
compensation
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1,487 | 906 | ||||||
Change
in fair value of derivative liability
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(254 | ) | 757 | |||||
Non-cash
interest expense
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60 | — | ||||||
Foreign
currency transaction losses
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4 | 26 | ||||||
Loss
on disposal of assets
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— | 125 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(193 | ) | (42 | ) | ||||
Inventories
|
(84 | ) | (148 | ) | ||||
Prepaid
expenses and other current assets
|
208 | 172 | ||||||
Accounts
payable
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— | (11 | ) | |||||
Accrued
expenses and other liabilities
|
(111 | ) | 57 | |||||
Net
cash used in operating activities
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(2,722 | ) | (3,355 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Change
in long-term deposits
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10 | (33 | ) | |||||
Purchases
of property and equipment
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(63 | ) | (68 | ) | ||||
Net
cash used in investing activities
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(53 | ) | (101 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from the issuance of common stock, net of offering costs
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— | 7,159 | ||||||
Proceeds
from the exercise of common stock options and warrants
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16 | 1,053 | ||||||
Proceeds
from issued debt
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2,000 | — | ||||||
Principal
payments on debt
|
(148 | ) | (224 | ) | ||||
Payments
on capital lease obligations
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— | (4 | ) | |||||
Net
cash provided by financing activities
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1,868 | 7,984 | ||||||
Effect
of exchange rate on cash and cash equivalents
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16 | 3 | ||||||
Net
(decrease) increase in cash and cash equivalents
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(891 | ) | 4,531 | |||||
Cash
and equivalents, beginning of period
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6,258 | 1,921 | ||||||
Cash
and equivalents, end of period
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$ | 5,367 | $ | 6,452 | ||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid for interest
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$ | 87 | $ | 7 | ||||
Equipment
financed
|
$ | 40 | $ | 100 | ||||
Obligations
settled with common stock
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$ | — | $ | 447 |
September 30,
|
||||||||
2010
|
2009
|
|||||||
Options
to purchase common stock
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4,443 | 3,219 | ||||||
Restricted
stock units
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— | 30 | ||||||
Warrants
to purchase common stock
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9,297 | 10,624 | ||||||
13,740 | 13,873 |
Fair value measurements (in thousands) at September 30, 2010 using
|
||||||||||||||||
September 30,
2010
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Quoted prices in
active markets for
identical assets
(Level 1)
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Significant
other
observable
inputs
(Level 2)
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Significant
unobservable
inputs
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Fair
value of warrant obligations (Note 5)
|
$ | 218 | — | — | $ | 218 |
September 30,
2010
|
March 31,
2010
|
|||||||
(unaudited)
|
||||||||
Raw
materials
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$ | 460 | $ | 406 | ||||
Finished
goods
|
325 | 302 | ||||||
785 | 708 | |||||||
Less:
inventory allowances
|
(137 | ) | (143 | ) | ||||
$ | 648 | $ | 565 |
September 30,
2010
|
March 31,
2010
|
|||||||
Expected
life
|
1.87
years
|
2.37
years
|
||||||
Risk-free
interest rate
|
0.42 | % | 1.02 | % | ||||
Dividend
yield
|
0.00 | % | 0.00 | % | ||||
Volatility
|
87 | % | 84 | % | ||||
Warrants
outstanding
|
725,866 | 724,188 | ||||||
Fair
value of warrants
|
$ | 218,000 | $ | 472,000 |
Three Months
Ended
September 30,
|
Six Months
Ended
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Cost
of service revenue
|
$ | 15 | $ | 5 | $ | 30 | $ | 10 | ||||||||
Research
and development
|
52 | 17 | 103 | 46 | ||||||||||||
Selling,
general and administrative
|
301 | 167 | 997 | 334 | ||||||||||||
Total
stock-based compensation
|
$ | 368 | $ | 189 | $ | 1,130 | $ | 390 |
Six Months
Ended
September 30,
|
||||||||
2010
|
2009
|
|||||||
Expected
life
|
5.6
years
|
6.0
years
|
||||||
Risk-free
interest rate
|
1.95 | % | 1.65 | % | ||||
Dividend
yield
|
0.00 | % | 0.00 | % | ||||
Volatility
|
84 | % | 85 | % |
Options
|
Shares
(000)
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Contractual
Term
|
Aggregate
Intrinsic
Value
($000)
|
||||||||||||
Outstanding
at April 1, 2010
|
3,987 | $ | 2.96 | |||||||||||||
Granted
|
500 | 1.97 | ||||||||||||||
Exercised
|
(39 | ) | 0.41 | |||||||||||||
Forfeited
or expired
|
(5 | ) | 13.33 | |||||||||||||
Outstanding
at September 30, 2010
|
4,443 | $ | 2.85 | 7.50 | $ | 1,198 | ||||||||||
Exercisable
at September 30, 2010
|
2,606 | $ | 3.66 | 6.58 | $ | 587 |
Three Months
Ended
September 30,
|
Six Months
Ended
September30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
U.S.
|
$ | 918 | $ | 160 | $ | 1,441 | $ | 289 | ||||||||
Mexico
|
1,054 | 890 | 2,052 | 2,098 | ||||||||||||
Europe
and Other
|
310 | 353 | 834 | 583 | ||||||||||||
$ | 2,282 | $ | 1,403 | $ | 4,327 | $ | 2,970 |
1)
|
moistening
and lubricating absorbent wound dressings for traumatic wounds requiring a
prescription;
|
2)
|
moistening
and debriding acute and chronic dermal lesions requiring a
prescription;
|
3)
|
moistening
absorbent wound dressings and cleaning minor cuts as an over-the-counter
product;
|
4)
|
management
of exuding wounds such as leg ulcers, pressure ulcers, diabetic ulcers and
for the management of mechanically or surgically debridement of wounds in
a gel form and required as a
prescription;
|
5)
|
debridement
of wounds, such as stage I-IV pressure ulcers, diabetic foot ulcers, post
surgical wounds, first and second degree burns, grafted and donor sites as
a preservative, which can kill listed bacteria such as MRSA & VRE
and required as a prescription; and
|
6)
|
as
a hydrogel, for management of wounds including itch and pain relief
associated with dermal irritation, sores, injuries and ulcers of dermal
tissue as a prescription. As an over-the-counter product, the
hydrogel is intended to relieve itch and pain from minor skin irritations,
lacerations, abrasions and minor burns. It is also indicated for
management of irritation and pain from minor
sunburn.
|
•
|
We
could move forward into the pivotal phase of our U.S. clinical
program for Microcyn Technology;
|
•
|
There
were no safety issues relative to moving into this next clinical phase
immediately, and carcinogenicity studies would not be required for product
approval; and
|
•
|
Clinical
requirements for efficacy and safety for a new drug application, or NDA,
would be appropriately accounted for within the agreed upon pivotal trial
designs.
|
Three Months
Ended September 30,
|
||||||||||||||||
2010
|
2009
|
Increase
|
Increase
|
|||||||||||||
U.S.
|
$ | 918,000 | $ | 160,000 | $ | 758,000 | 474% | |||||||||
Europe
and Rest of World
|
310,000 | 353,000 | (43,000 | ) | (12)% | |||||||||||
Mexico
|
1,054,000 | 890,000 | 164,000 | 18% | ||||||||||||
Total
|
$ | 2,282,000 | $ | 1,403,000 | $ | 879,000 | 63% |
Six Months
Ended June 30,
|
||||||||||||||||
2010
|
2009
|
Increase
|
Increase
|
|||||||||||||
U.S.
|
$ | 1,441,000 | $ | 289,000 | $ | 1,152,000 | 399% | |||||||||
Europe
and Rest of World
|
834,000 | 583,000 | 251,000 | 43% | ||||||||||||
Mexico
|
2,052,000 | 2,098,000 | (46,000 | ) | (2)% | |||||||||||
Total
|
$ | 4,327,000 | $ | 2,970,000 | $ | 1,357,000 | 46% |
·
|
net
proceeds of $21,936,000 raised in our initial public offering on
January 30, 2007;
|
|
·
|
net
proceeds of $9,124,000 raised in a private placement of common shares on
August 13, 2007;
|
|
·
|
net
proceeds of $12,613,000 raised through a registered direct placement from
March 31, 2008 to April 1, 2008;
|
|
·
|
net
proceeds of $1,514,000 raised through a private placement on
February 6, 2009;
|
|
·
|
net
proceeds of $948,000 from a private placement on February 24,
2009;
|
|
·
|
net
proceeds of $2,000,000 from a private placement on June 1,
2009;
|
|
·
|
net
proceeds of $5,411,000 from a registered direct offering on July 30, 2009;
and
|
|
·
|
proceeds
of $4,239,000 received from the exercise of common stock purchase warrants
and options.
|
•
|
the
scope, rate of progress and cost of our clinical trials and other research
and development activities;
|
•
|
future
clinical trial results;
|
•
|
the
terms and timing of any collaborative, licensing and other arrangements
that we may establish;
|
•
|
the
cost and timing of regulatory
approvals;
|
•
|
the
cost and delays in product development as a result of any changes in
regulatory oversight applicable to our
products;
|
•
|
the
cost and timing of establishing sales, marketing and distribution
capabilities;
|
•
|
the
effect of competing technological and market
developments;
|
•
|
the
cost of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property
rights; and
|
•
|
the
extent to which we acquire or invest in businesses, products and
technologies.
|
|
·
|
If some or all of the Target
Milestones are met, then the bonus may equal up to 58% of individual base
salary.
|
|
·
|
If some or all of the Stretch
Milestone are met, then the bonus may equal up to 68% of individual base
salary.
|
|
·
|
If some or all of the Target
Milestones are met, then the bonus may equal up to 48% of individual base
salary.
|
|
·
|
If some or all of the Stretch
Milestones are met, then the bonus may equal up to 64% of individual base
salary.
|
Number
|
Description
|
|
3.1
|
Restated
Certificate of Incorporation of Registrant (included as Exhibit 3.1 of the
Company’s Annual Report on Form 10-K for the year ended
March 31, 2007, and incorporated herein by
reference).
|
|
3.2
|
Amended
and Restated Bylaws of Registrant, as amended effective on June 11,
2008 (included as Exhibit 3.1(ii) to the Company’s Annual Report on
Form 10-K for the year ended March 31, 2008, and incorporated
herein by reference).
|
|
3.3* |
Amended
and Restated Bylaws of the Registrant as Amended, effective November 3,
2010.
|
|
4.1
|
Specimen
Common Stock Certificate (included as Exhibit 4.1 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
4.2
|
Warrant
to Purchase Series A Preferred Stock of Registrant by and between
Registrant and Venture Lending & Leasing III, Inc., dated
April 21, 2004 (included as Exhibit 4.2 to the Company’s Registration
Statement on Form S-1 (File No. 333-135584), as amended,
declared effective on January 24, 2007, and incorporated herein by
reference).
|
|
4.3
|
Warrant
to Purchase Series B Preferred Stock of Registrant by and between
Registrant and Venture Lending & Leasing IV, Inc., dated
June 14, 2006 (included as Exhibit 4.3 to the Company’s Registration
Statement on Form S-1 (File No. 333-135584), as amended,
declared effective on January 24, 2007, and incorporated herein by
reference).
|
|
4.4
|
Form
of Warrant to Purchase Common Stock of Registrant (included as Exhibit 4.4
to the Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
4.5
|
Form
of Warrant to Purchase Common Stock of Registrant (included as Exhibit 4.5
to the Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
4.6
|
Form
of Warrant to Purchase Common Stock of Registrant (included as Exhibit
4.11 to the Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
4.7
|
Form
of Warrant to Purchase Common Stock of Registrant (included as Exhibit
4.12 to the Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
4.8
|
Form
of Warrant to Purchase Common Stock of Registrant (included as
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
August 13, 2007, and incorporated herein by
reference).
|
|
4.9
|
Form
of Warrant to Purchase Common Stock of Registrant (included as
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
March 28, 2008, and incorporated herein by
reference).
|
|
4.10
|
Warrant
issued to Dayl Crow, dated March 4, 2009 (included as Exhibit 4.16 to
the Company’s Annual Report on Form 10-K filed on June 11, 2009, and
incorporated herein by reference).
|
|
4.11
|
Form
of Common Stock Purchase Warrant for July 2009 offering, (included as
Exhibit 4.15 to the Company’s Registration Statement on Form S-1 (File No.
333-158539), as amended, declared effective on July 24, 2009, and
incorporated herein by reference)
|
|
4.12
|
Warrant
to Purchase Shares of Common Stock of Oculus Innovative Sciences, Inc.,
(Included as Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on May 6, 2010, and incorporated herein by
reference).
|
10.1
|
Form
of Indemnification Agreement between Registrant and its officers and
directors (included as Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 (File No. 333-135584), as amended,
declared effective on January 24, 2007, and incorporated herein by
reference).
|
|
10.2
|
Form
of 2006 Stock Incentive Plan and related form stock option plan agreements
(included as Exhibit 10.6 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared
effective on January 24, 2007, and incorporated herein by
reference).
|
|
10.3
|
Amended
and Restated Investors Rights Agreement, effective as of
September 14, 2006 (included as Exhibit 4.6 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.4
|
Form
of Promissory Note issued to Venture Lending & Leasing III, Inc.
(included as Exhibit 4.7 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared effective
on January 24, 2007, and incorporated herein by
reference).
|
|
10.5
|
Form
of Promissory Note (Equipment and Soft Cost Loans) issued to Venture
Lending & Leasing IV, Inc. (included as Exhibit 4.8 to the
Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
10.6
|
Form
of Promissory Note (Growth Capital Loans) issued to Venture
Lending & Leasing IV, Inc. (included as Exhibit 4.9 to the
Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by
reference).
|
10.7
|
Form
of Promissory Note (Working Capital Loans) issued to Venture
Lending & Leasing IV, Inc. (included as Exhibit 4.10 to the
Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
10.8
|
Office
Lease Agreement, dated October 26, 1999, between Registrant and RNM
Lakeville, L.P. (included as Exhibit 10.7 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584),
as amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.9
|
Amendment
to Office Lease No. 1, dated September 15, 2000, between
Registrant and RNM Lakeville L.P. (included as Exhibit 10.8 to the
Company’s Registration Statement on Form S-1
(File No. 333-135584), as amended, declared effective on
January 24, 2007, and incorporated herein by
reference).
|
|
10.10
|
Amendment
to Office Lease No. 2, dated July 29, 2005, between Registrant
and RNM Lakeville L.P. (included as Exhibit 10.9 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584),
as amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
10.11
|
Amendment
No. 3 to Lease, dated August 23, 2006, between Registrant and
RNM Lakeville L.P. (included as Exhibit 10.23 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584),
as amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.12
|
Amendment
No. 4 to Lease, dated September 13, 2007, by and between
Registrant and RNM Lakeville L.P. (included as Exhibit 10.43 to the
Company’s Annual Report on Form 10-K for the year ended
March 31, 2008, and incorporated herein by
reference).
|
|
10.13
|
Office
Lease Agreement, dated May 15, 2005, between Oculus Technologies of
Mexico, S.A. de C.V. and Antonio Sergio Arturo Fernandez Valenzuela
(translated from Spanish) (included as Exhibit 10.10 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.14
|
Office
Lease Agreement, dated July 2003, between Oculus Innovative Sciences, B.V.
and Artikona Holding B.V. (translated from Dutch) (included as
Exhibit 10.11 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared effective
on January 24, 2007, and incorporated herein by
reference).
|
|
10.15
|
Amendment
to Office Lease Agreement, effective February 15, 2008, by and
between Oculus Innovative Sciences Netherlands B.V. and Artikona Holding
B.V. (translated from Dutch) (included as Exhibit 10.44 to the Company’s
Annual Report on Form 10-K for the year ended March 31, 2008,
and incorporated herein by reference).
|
|
10.16
|
Form
of Director Agreement (included as Exhibit 10.20 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
10.17
|
Leasing
Agreement, dated May 5, 2006, by and between Mr. Jose Alfonzo I.
Orozco Perez and Oculus Technologies of Mexico, S.A. de C.V. (included as
Exhibit 10.22 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared effective
on January 24, 2007, and incorporated herein by
reference).
|
|
10.18
|
Stock
Purchase Agreement, dated June 16, 2005, by and between Registrant,
Quimica Pasteur, S de R.L., Francisco Javier Orozco Gutierrez and Jorge
Paulino Hermosillo Martin (included as Exhibit 10.24 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.19
|
Framework
Agreement, dated June 16, 2005, by and among Javier Orozco Gutierrez,
Quimica Pasteur, S de R.L., Jorge Paulino Hermosillo Martin, Registrant
and Oculus Technologies de Mexico, S.A. de C.V. (included as
Exhibit 10.25 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared
effective on January 24, 2007, and incorporated herein by
reference).
|
10.20
|
Mercantile
Consignment Agreement, dated June 16, 2005, between Oculus
Technologies de Mexico, S.A. de C.V., Quimica Pasteur, S de R.L. and
Francisco Javier Orozco Gutierrez (included as Exhibit 10.26 to the
Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
10.21
|
Partnership
Interest Purchase Option Agreement, dated June 16, 2005, by and
between Registrant and Javier Orozco Gutierrez (included as
Exhibit 10.27 to the Company’s Registration Statement on
Form S-1 (File No. 333-135584), as amended, declared effective
on January 24, 2007, and incorporated herein by
reference).
|
|
10.22
|
Termination
of Registrant and Oculus Technologies de Mexico, S.A. de C.V. Agreements
with Quimica Pasteur, S de R.L. by Jorge Paulino Hermosillo Martin
(translated from Spanish) (included as Exhibit 10.28 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.23
|
Termination
of Registrant and Oculus Technologies de Mexico, S.A. de C.V. Agreements
with Quimica Pasteur, S de R.L. by Francisco Javier Orozco Gutierrez
(translated from Spanish) (included as Exhibit 10.29 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584), as
amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.24
|
Director
Agreement, dated November 8, 2006, by and between Registrant and
Robert Burlingame (included as Exhibit 10.34 to the Company’s
Registration Statement on Form S-1 (File No. 333-135584),
as amended, declared effective on January 24, 2007, and incorporated
herein by reference).
|
|
10.25†
|
Exclusive
Marketing Agreement, dated December 5, 2005, by and between
Registrant and Alkem Laboratories Ltd (included as Exhibit 10.35 to
the Company’s Registration Statement on Form S-1 (File
No. 333-135584), as amended, declared effective on January 24,
2007, and incorporated herein by reference).
|
|
10.26*
|
Securities
Purchase Agreement, dated August 7, 2007, by and between Registrant
and certain purchasers identified on the signatures pages thereto (originally
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
August 13, 2007, and refiled herewith to add signature pages of
investors).
|
|
10.27*
|
Registration
Rights Agreement, dated August 7, 2007, by and between Registrant and
certain purchasers identified on signatures pages thereto (originally
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
August 13, 2007, and refiled herewith to add signature pages of
investors).
|
10.28
|
Form
of Securities Purchase Agreement, dated March 27, 2008, by and
between Registrant and each investor signatory thereto (included as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
March 28, 2008, and incorporated herein by
reference).
|
|
10.29
|
Purchase
Agreement by and between Registrant and Robert Burlingame, dated
January 26, 2009 (included as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed January 29, 2009 and
incorporated herein by reference).
|
|
10.30
|
Purchase
Agreement by and between Registrant and Non-Affiliated Investors, dated
January 26, 2009 (included as Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed January 29, 2009 and
incorporated herein by reference).
|
|
10.31
|
Revenue
Sharing Distribution Agreement by and between Registrant and VetCure,
Inc., dated January 26, 2009 (included as Exhibit 10.3 to the
Company’s Current Report on Form 8-K filed January 29, 2009 and
incorporated herein by reference).
|
|
10.32*
|
Purchase
Agreement by and between Registrant and certain accredited investors,
dated February 6, 2009 (originally
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed February 9, 2009, and refiled herewith to add investor lists
and signature pages of investors).
|
|
10.33
|
Purchase
Agreement by and between Registrant, Robert Burlingame and Seamus
Burlingame, dated February 24, 2009 (incuded as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed February 27, 2009 and
incorporated herein by reference).
|
10.34
|
Amendment
to Revenue Sharing Distribution Agreement by and between Registrant and
Vetericyn, Inc., dated February 24, 2009 (included as
Exhibit 10.5 to the Company’s Current Report on Form 8-K filed
February 27, 2009 and incorporated herein by
reference).
|
|
10.35
|
Agreement
by and between Registrant and Robert C. Burlingame, dated April 1,
2009 (included as Exhibit 10.52 to the Company’s Annual Report on Form
10-K filed on June 11, 2009 and incorporated herein by
reference).
|
|
10.36
|
Microcyn
U.S. Commercial Launch Agreement, by and between Registrant and Advocos,
dated April 24, 2009 (included as Exhibit 10.53 to the Company’s
Current Report on Form 10-K filed on June 11, 2009 and incorporated herein
by reference).
|
|
10.37
|
Amendment
No. 5 to Lease by and between Registrant and RNM Lakeville, LLC,
dated May 18, 2009 (included as Exhibit 10.54 to the Company’s
Current Report on Form 10-K filed on June 11, 2009 and incorporated herein
by reference).
|
|
10.38
|
Engagement
Agreement by and between Registrant and Dawson James Securities, Inc.,
dated April 10, 2009, (included as Exhibit 10.55 to the Company’s
Registration Statement on Form S-1 (File No. 333-158539), as amended,
declared effective on July 24, 2009, and incorporated herein by
reference).
|
|
10.39
|
Letter
Agreement by and between Registrant and Dawson James Securities, Inc.,
dated July 2, 2009, (included as Exhibit 10.56 to the Company’s
Registration Statement on Form S-1 (File No. 333-158539), as amended,
declared effective on July 24, 2009, and incorporated herein by
reference).
|
|
10.40
|
Letter
Agreement by and between Registrant and Dawson James Securities, Inc.,
dated July 10, 2009, (included as Exhibit 10.57 to the Company’s
Registration Statement on Form S-1 (File No. 333-158539), as amended,
declared effective on July 24, 2009, and incorporated herein by
reference).
|
|
10.41
|
Warrant
Purchase Agreement by and between Registrant and Dawson James Securities,
Inc., dated July 13, 2009, (included as Exhibit 10.58 to the Company’s
Registration Statement on Form S-1 (File No. 333-158539), as amended,
declared effective on July 24, 2009, and incorporated herein by
reference).
|
|
10.42
|
Loan
and Security Agreement, dated May 1, 2010 between Oculus Innovative
Sciences, Inc. and Venture Lending & Leasing V., Inc., (Included as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6,
2010, and incorporated herein by reference).
|
|
10.43
|
Supplement
to the Loan and Security Agreement, dated as of May 1, 2010 between Oculus
Innovative Sciences, Inc., and Venture Lending & Leasing V, Inc.,
(included as Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed on May 6, 2010, and incorporated herein by
reference).
|
|
10.44*††
|
Amendment
No. 2 to Revenue Sharing, Partnership and Distribution Agreement between
the Registrant and Vetericyn, Inc., dated July 24,
2009.
|
|
10.45††
|
Amendment
No. 3 to Revenue Sharing, Partnership and Distribution Agreement between
the Registrant and Vetericyn, Inc. dated June 1, 2010 (Included as Exhibit
10.34 to the Company’s Quarterly Report on Form 10-Q filed on August 5,
2010 and incorporated herein by reference).
|
|
10.46*††
|
Amendment No. 1 to Exhibit A to the Revenue Sharing Distribution Agreement and to the Revenue Sharing, Partnership and Distribution Agreement as Revised and Amended, June 1, 2010, dated September 1, 2010. | |
21.1*
|
List
of Subsidiaries
|
|
31.1*
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2*
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1*#
|
Certification
of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
herewith.
|
†
|
Confidential
treatment has been granted with respect to certain portions of this
agreement.
|
††
|
Confidential
treatment has been requested with respect to certain portions of this
agreement.
|
#
|
In
accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.
33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control
Over Financial Reporting and Certification of Disclosure in Exchange Act
Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are
deemed to accompany this Form 10-Q and will not be deemed “filed” for
purposes of Section 18 of the Exchange Act. Such certifications will not
be deemed to be incorporated by reference into any filing under the
Securities Act.
|
Oculus
Innovative Sciences, Inc.
|
||
Date:
November 4, 2010
|
By:
|
/s/
Hojabr Alimi
|
Hojabr
Alimi
|
||
Its:
|
Chairman
of the Board of Directors and Chief
|
|
Executive
Officer (Principal Executive Officer)
|
||
Date: November
4, 2010
|
By:
|
/s/
Robert Miller
|
Robert
Miller
|
||
Its:
|
Chief
Financial Officer
|
|
(Principal
Financial Officer)
|