Annual report pursuant to Section 13 and 15(d)

13. SUBSEQUENT EVENTS

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13. SUBSEQUENT EVENTS
12 Months Ended
Apr. 30, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855, noting no additional subsequent events other than the following:

 

Subsequent to April 30, 2014, the Company issued 17,628,000 shares of common stock satisfying its stock payable in full.

 

On May 28, 2014 the Company and Lincoln Park executed a termination agreement releasing each other of certain obligation under its stock purchase agreement between Lincoln Park and the Company. The termination agreement provided: (i) the representations and warranties of Lincoln Park and the Company contained in the stock purchase agreement; (ii) the covenants regarding “Variable Rate Transactions” contained in the stock purchase agreement (“Variable Rate Covenants”); (iii) the indemnification provisions set forth in Section 9 of the stock purchase agreement; (iv) the agreements and covenants set forth in the stock purchase agreement regarding notice, governing law and certain other related administrative provisions; and (v) the obligations of the Company to register for resale all 14,125,000 shares of common stock currently owned by Lincoln Park each survive such termination and continue in full force and effect indefinitely, and provided further that the Variable Rate Covenants will terminate upon the earlier of the one year anniversary of the effectiveness of the registration statement referred to in the stock purchase agreement and the date on which Lincoln Park has sold all of its shares of common stock. Pursuant to the termination agreement, Lincoln Park consented to the Company entering into the Chardan Agreement, so long there are no provisions within the Chardan Agreement that in any manner, directly or indirectly, limit Lincoln Park’s ability to carry out or effect the sale of shares of common stock pursuant to a registration statement or otherwise, or in any manner, directly or indirectly, conflict with the surviving obligations under the termination agreement and the Company and Chardan execute the Chardan Agreement within three calendar days from the effective date of the Chardan Agreement and the Company files a Form 8-K to report this transaction within four business days of the Chardan Agreement’s execution date.

 

As consideration for terminating the stock purchase agreement, the Company issued Lincoln Park an additional 1,062,500 shares of common stock. These shares were valued at $0.28 per share (the closing price of the common stock on May 30, 2014) for non-cash expense of $297,500.

 

On May 28, 2014, the Company entered into a financial advisory, offering and at the market offering engagement agreement (“Chardan Agreement”), with Chardan Capital Markets, LLC (“Chardan”) pursuant to which Chardan has agreed to use its reasonable best efforts to act as the Company’s sales agent in connection with the sale of the Company’s common stock in “at the market” or privately negotiated transactions of up to $50 million, depending upon market conditions and at the sole discretion of the Company. In connection with such transactions, the Company has agreed to pay Chardan: (i) a cash fee of 3% of the gross proceeds from the sale of any shares of common stock sold in an “at-the-market” offering and (ii) a cash fee of 7% of the aggregate sales price of any distinct blocks of common stock sold under the Chardan Agreement, plus five-year warrants representing 5% of the number of shares of common stock sold. In addition, the Company’s has agreed to reimburse certain expenses of Chardan in an amount not to exceed $15,000.

 

On May 29, 2014, an investor converted 550,000 shares of Class B Warrants for $66,000.

 

As discussed above, the Company acquired 100% of the shares and assets of Bio Blue Bird, including its Intellectual property related to the “Cell-in-a-Box® live cell encapsulation technology. In that same transaction, the Company also received a 14.5% ownership in SG Austria. The Company also entered into a Licensing Agreement with Austrianova Singapore for the treatment of diabetes utilizing the Cell-in-a-Box® technology (Diabetes Licensing Agreement”). Under the Diabetes Licensing Agreement, the Company was granted an exclusive worldwide license to use the Cell-in-a-Box® trademark and its associated technology specifically addressing insulin and other critical component production for the treatment of diabetes. The Company has retained Vantage Point Advisors, Inc. (“VPAI”), to perform a valuation analysis of its contingent payment liability associated with the future milestone and royalty payments stemming from the Diabetes Licensing Agreement. The Company also retained VPAI to perform a valuation analysis of its 14.5% ownership interest in SG Austria. These two valuations are currently underway and will be completed in the near term. Based upon the results of these valuations, the Company will adjust the value of its assets as required.