Chris Stern Blog

You may have noticed our recent Form S-3 filing with the SEC. I would like to offer some background to help your understanding.

A Form S-3 filing is commonly used in what is referred to as a shelf registration. By using a shelf registration, a company can fulfill certain registration-related procedures in advance of offering shares to the public, which allows the company to go to market more quickly when they are ready to do the public offering. In short, figuratively speaking, a company places shares “on a shelf” that they can reach for should they need to raise capital for any reason.

Most companies that list on NASDAQ do so by way an initial public offering (IPO). Because we were already a publicly traded company when we relocated from the OTCBB, we could not do an IPO at that time.  Fortunately, however, we can take advantage of and secure for ourselves a comparable tool by doing a future public offering of those shares we will register on the Form S-3.  Having these shares available does not mean we will ever issue those shares, nor does it mean that we would refrain from issuing them. It simply means that we have that option available to us.  Just as important, it is an easier way to register shares of common stock if we decide to issue them in the future.  We will take great care to manage issuance of these shares properly, keeping in mind the best interest of the company and our commitment to build shareholder value.

As you probably know, the planning and filing of this registration document has limited our ability to make public statements per SEC regulations for a certain period of time. This will continue to a certain extent until the registration is effective. However, rest assured that we continue to move forward positively with our programs and we will communicate as we are able to do so.

Thank you for your time today.

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A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  You may access the preliminary prospectus contained in the registration statement that we filed via the investor relations page of our website at http://www.oxybiomed.com/investors.htm and then clicking on the SEC Filings link on the left side of the page.
 

You may have noticed today's 10-K/A filing with the SEC. I would like to offer some background to help your understanding.

We filed an amendment to our annual report on Form 10-K/A for the last fiscal year. We filed the amendment in response to certain technical compliance comments made by SEC staff with respect to the original document. Please note this amendment did not include any changes to our audited financial statements previously included in the original 10-K filing. The purpose of the amendment is to add in management's conclusion regarding the effectiveness of our disclosure controls and procedures under item 9A(T) of the annual report. In addition, we also added an agreement to the exhibit list that was inadvertently left off the original exhibit list.

Thank you for your time today and I look forward to updating you again.

In this Blog I want to briefly update our TBI Trial and address our 8K filing this week regarding changes in the size and composition of our Board of Directors.

Our TBI trial is moving ahead as planned. This past week, the Israeli portion of the trial enrolled and treated the first patients in that country. I’ve said previously that we will not give updates every time a new patient enters the trial. However, I wanted to let you know that, while it took longer than we expected for all the details to be locked down, we have now enrolled 33% of the patients of the first cohort. We are now on schedule with the completion of the first phase of this trial. An investigator meeting has already been scheduled.

As was indicated in the 8K filing, we are reducing the size of our board from nine members to seven and doing so in two steps. The effective dates coincide with the resignation of two current board members: Dr. Bruce Spiess and Dr. Gerry Klein.

The first step, which was effective March 1, eliminated one board seat concurrent  with the resignation of Dr. Spiess. I sincerely appreciate the time and service that Dr. Spiess put in on our board. Dr. Spiess conducted research at Virginia Commonwealth University on Oxycyte and the use of perfluorocarbons.  Additional information on some of the research being conducted at VCU, through grants and cooperative agreements with the Department of Defense can be found by copying and pasting the following address into your internet browser: 

http://www.fedspending.org/faads/faads.php?recipient_name=Virginia+Commonwealth+University&fiscal_year=2007&sortby=r&datype=T&reptype=r&database=faads&detail=4&submit=GO

There you will find information about projects such as Treatment of Arterial Gas Embolism with Oxycyte, and Mechanistic and Monitoring Studies in Experimental Decompression Sickness utilizing Novel Treatments with Perfluorocarbon Emulsions.

To join the company in a new position as our Chief Medical Officer, Dr. Klein submitted his resignation from the board effective May 30, 2010, which is the same date another board seat will be eliminated. Gerry’s resignation marks the beginning of a new role within the company. As CMO, he will take a more direct role in leading our efforts to bring our products to market.

I hope you will be enjoying the first days of spring after this brutal winter. We just enjoyed a perfect weekend here in the Research Triangle. I cannot wait until everything is back in full bloom. Spring will come. Thank you for your support and God bless.