NOTE 2 — Liquidity and Financial Condition

The Company incurred a net loss of $5,431,000 for the year ended March 31, 2013. At March 31, 2013, the Company’s accumulated deficit amounted to $137,745,000. The Company had working capital of $6,407,000 as of March 31, 2013. The Company may need to raise additional capital from external sources in order to continue the longer term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of its products, and to continue as a going concern.

On April 22, 2012, the Company entered into agreements with certain investors to issue up to: a) 337,143 shares of common stock; b) 1,000 shares of Series A 0% Convertible Preferred Stock (the “Series A Preferred Stock”); and c) warrants to purchase up to 495,873 shares of common stock (the “Warrants”). The Company also offered up to 158,730 shares of common stock issuable upon conversion of the Series A Preferred Stock and 495,873 shares of common stock in the event the Warrants are exercised. The Warrants have an initial exercise price of $8.26 per share, were not exercisable for nine months from the date of issuance, and an initial exercise term of 2.5 years from the date of issuance. The Company received approximately $3,124,000 in gross proceeds from the sale of these securities. Net proceeds after deducting the placement agent commissions, legal expenses and other offering expenses, and assuming no exercise of the Warrants, was $2,797,000. The Company retained Rodman & Renshaw, LLC as the exclusive placement agent for this offering, and paid them approximately $219,000 in placement agent commissions. On May 4, 2012, the investor converted 1,000 shares of the Series A Preferred Stock purchased in the transaction into 158,730 shares of common stock. On October 29, 2012, the Company entered into a side letter agreement with the holders of the Warrants to amend the terms of the Warrants. The holders of the Warrants agreed to waive certain net-cash settlement features contained in the Warrants in exchange for the Company’s agreement to a two-year extension of the expiration date of the Warrants. Accordingly, the expiration date of the Warrants was extended from October 25, 2014 to October 25, 2016.

On March 6, 2013, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. as representative of the underwriters, with respect to the issuance and sale by the Company of an aggregate of 1,071,429 shares of the Company’s common stock, $0.0001 par value (the “Shares”) in an underwritten public offering, at a price to the public of $2.80 per share. Pursuant to the Underwriting Agreement, the Company granted the underwriters a 45-day option to purchase up to an additional 160,714 shares at a price to the public of $2.80 per share. On March 12, 2013, the underwriters exercised their option and purchased 160,714 shares. The Company received $3,450,000 in gross proceeds from the sale of Shares, including the underwriters’ option, in the offering. Net proceeds after deducting the placement agent commissions, legal expenses and other offering expenses, and assuming no exercise of the Warrants, was $3,052,000. The Company also issued warrants to purchase 53,571 shares of the Company’s common stock with an initial exercise price per share equal to $3.50, which was 125% of the public offering price, to the underwriters in accordance with the Underwriting Agreement (the “Underwriters’ Warrants”). The Underwriters’ Warrants are exercisable from March 12, 2014 through March 12, 2016.

The Company currently anticipates that its cash and cash equivalents will be sufficient to meet its working capital requirements to continue its sales and marketing and research and development through at least April 1, 2014. However, in order to execute the Company’s long-term Microcyn® product development strategy and to penetrate new and existing markets, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means.

Management believes that the Company has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, the Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if needed. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash.