x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended: September 30,
2008
|
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ______________ to
______________
|
DELAWARE
|
04-3321804
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
Large
accelerated filer
|
¨
|
Accelerated
filer ¨
|
||
Non-accelerated
filer
|
¨
|
Smaller
reporting company x
|
PART
I. FINANCIAL INFORMATION
|
3
|
|
Item
1.
|
Financial
Statements
|
3
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
Item
4.
|
Controls
and Procedures
|
19
|
|
||
PART
II. OTHER INFORMATION
|
20
|
|
|
||
Item
1.
|
Legal
Proceedings
|
20
|
Item
1A.
|
Risk
Factors
|
20
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
Item
3.
|
Defaults
Upon Senior Securities
|
29
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
29
|
Item
5.
|
Other
Information
|
29
|
Item
6.
|
Exhibits
|
29
|
September 30,
|
December 31,
|
||||||
2008
|
2007
|
||||||
(unaudited)
|
(audited)
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and equivalents
|
$
|
4,206,474
|
$
|
9,741,518
|
|||
Restricted
cash
|
—
|
1,184,702
|
|||||
Prepaid
expenses and other current assets
|
196,215
|
133,281
|
|||||
Total
current assets
|
4,402,689
|
11,059,501
|
|||||
FIXED
ASSETS, NET
|
45,385
|
32,809
|
|||||
DEPOSITS
|
15,350
|
15,350
|
|||||
TOTAL
ASSETS
|
$
|
4,463,424
|
$
|
11,107,660
|
|||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
5,620,499
|
$
|
6,372,478
|
|||
Accrued
compensation
|
247,204
|
349,412
|
|||||
Accrued
dividends
|
1,060,935
|
337,500
|
|||||
Deferred
revenue – current
|
33,333
|
—
|
|||||
Total
current liabilities
|
6,961,971
|
7,059,390
|
|||||
DEFERRED
REVENUE – NONCURRENT
|
441,667
|
—
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|||||||
REDEEMABLE
PREFERRED STOCK:
|
|||||||
Series
D convertible preferred stock, $0.00001 par value; 420 shares designated;
413.5 shares issued and outstanding at September 30, 2008 (liquidation
preference $21,605,375 at September 30, 2008) (Note 2)
|
13,904,100
|
—
|
|||||
Series
B convertible preferred stock, $0.00001 par value; 400 shares designated;
300 shares issued and outstanding at December 31, 2007 (Note
2)
|
—
|
9,918,666
|
|||||
13,904,100
|
9,918,666
|
||||||
STOCKHOLDERS’
DEFICIENCY:
|
|||||||
Preferred
stock, $0.00001 par value; 7,000 shares authorized: Series C 8%
cumulative
convertible preferred stock; 272 shares issued and outstanding
at
September 30, 2008 and December 31, 2007 (liquidation preference
$3,394,560 at September 30, 2008) (Note 2)
|
—
|
—
|
|||||
Common
stock, $0.00001 par value; 150,000,000 shares authorized; 43,975,656
shares issued and outstanding at September 30, 2008; 39,260,272
shares
issued and outstanding at December 31, 2007
|
440
|
392
|
|||||
Additional
paid-in capital
|
40,709,468
|
37,370,959
|
|||||
Accumulated
deficit
|
(57,554,222
|
)
|
(43,241,747
|
)
|
|||
Total
stockholders’ deficiency
|
(16,844,314
|
)
|
(5,870,396
|
)
|
|||
TOTAL
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’
DEFICIENCY
|
$
|
4,463,424
|
$
|
11,107,660
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
REVENUE
|
$
|
35,513
|
$
|
—
|
$
|
89,523
|
$
|
—
|
|||||
COSTS
AND EXPENSES:
|
|||||||||||||
Research
and development
|
1,971,501
|
5,910,849
|
12,929,184
|
11,620,579
|
|||||||||
General
and administrative
|
622,347
|
734,212
|
1,602,120
|
1,978,184
|
|||||||||
Total
costs and expenses
|
2,593,848
|
6,645,061
|
14,531,304
|
13,598,763
|
|||||||||
LOSS
FROM OPERATIONS
|
(2,558,335
|
)
|
(6,645,061
|
)
|
(14,441,781
|
)
|
(13,598,763
|
)
|
|||||
OTHER
INCOME:
|
|||||||||||||
Interest
income
|
21,344
|
228,368
|
122,556
|
575,753
|
|||||||||
Miscellaneous
|
2,250
|
1,880
|
6,750
|
4,880
|
|||||||||
Total
other income
|
23,594
|
230,248
|
129,306
|
580,633
|
|||||||||
NET
LOSS
|
(2,534,741
|
)
|
(6,414,813
|
)
|
(14,312,475
|
)
|
(13,018,130
|
)
|
|||||
PREFERRED
STOCK DIVIDENDS
|
(530,467
|
)
|
(402,780
|
)
|
(1,463,715
|
)
|
(758,340
|
)
|
|||||
PREFERRED
STOCK DEEMED DIVIDENDS
|
—
|
—
|
(4,417,315
|
)
|
(9,003,083
|
)
|
|||||||
NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(3,065,208
|
)
|
$
|
(6,817,593
|
)
|
$
|
(20,193,505
|
)
|
$
|
(22,779,553
|
)
|
|
BASIC
AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON
SHARE
|
$
|
(0.07
|
)
|
|
(0.17
|
)
|
$
|
(0.50
|
)
|
$
|
(0.58
|
)
|
|
WEIGHTED
AVERAGE SHARES USED IN COMPUTING BASIC AND DILUTED
NET LOSS ATTRIBUTABLE TO COMMON
STOCKHOLDERS PER COMMON SHARE
|
41,667,964
|
39,258,913
|
40,132,085
|
39,243,239
|
Nine Months Ended September 30,
|
|||||||
2008
|
2007
|
||||||
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(14,312,475
|
)
|
$
|
(13,018,130
|
)
|
|
Adjustments
to reconcile net loss to cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
11,955
|
10,015
|
|||||
Loss
on disposal of fixed assets
|
6,472
|
—
|
|||||
Stock-based
compensation
|
330,296
|
436,975
|
|||||
Changes
in:
|
|||||||
Prepaid
expenses and other current assets
|
(62,934
|
)
|
89,484
|
||||
Accounts
payable and accrued liabilities
|
(751,979
|
)
|
3,458,046
|
||||
Accrued
compensation
|
(102,208
|
)
|
(18,730
|
)
|
|||
Deferred
revenue
|
475,000
|
—
|
|||||
Cash
used in operating activities
|
(14,405,873
|
)
|
(9,042,340
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of property and equipment
|
(31,003
|
)
|
(22,674
|
)
|
|||
Change
in restricted cash
|
1,184,702
|
1,507,251
|
|||||
Deposits
|
—
|
(4,475
|
)
|
||||
Cash
provided by investing activities
|
1,153,699
|
1,480,102
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Proceeds
from issuance of common stock, net
|
2,986,738
|
—
|
|||||
Proceeds
from issuance of Series B convertible preferred stock and warrants,
net
|
—
|
13,693,051
|
|||||
Proceeds
from issuance of Series D convertible preferred stock and warrants,
net
|
5,469,672
|
—
|
|||||
Dividends
paid to preferred stockholders
|
(740,280
|
)
|
(758,340
|
)
|
|||
Payment
to preferred stockholders in connection with exchange of shares
(1)
|
—
|
(40,000
|
)
|
||||
Proceeds
from exercise of stock option
|
1,000
|
250
|
|||||
Cash
provided by financing activities
|
7,717,130
|
12,894,961
|
|||||
INCREASE
(DECREASE) IN CASH AND EQUIVALENTS
|
(5,535,044
|
)
|
5,332,723
|
||||
CASH
AND EQUIVALENTS AT BEGINNING OF YEAR
|
9,741,518
|
9,938,428
|
|||||
CASH
AND EQUIVALENTS AT END OF PERIOD
|
$
|
4,206,474
|
$
|
15,271,151
|
|||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|||||||
Deemed
dividends on preferred stock
|
$
|
4,417,315
|
$
|
8,963,083
|
|||
Dividends
accrued but not paid to preferred stockholders
|
$
|
1,060,935
|
$
|
—
|
|||
Issuance
of warrants to preferred stockholders
|
$
|
1,302,592
|
$
|
3,774,385
|
|||
Exchange
of Series B for Series D preferred stock
|
$
|
9,918,666
|
$
|
—
|
|||
Issuance
of warrants to placement agents
|
$
|
—
|
$
|
768,621
|
Offering
|
Outstanding
(as adjusted)
|
Exercise
Price
(as adjusted)
|
Expiration Date
|
|||||||
2005
Bridge Loans
|
720,000
|
$
|
0.625
|
April
1, 2010
|
||||||
2005
PIPE - Placement agents and finders
|
1,046,143
|
$
|
0.65
|
August
9, 2010
|
||||||
Series
A Preferred (1):
|
||||||||||
Investors
– September 30, 2005 closing
|
909,090
|
$
|
0.65
|
September 30, 2010
|
||||||
Investors
– October 3, 2005 closing
|
60,606
|
$
|
0.65
|
October
3, 2010
|
||||||
2006
PIPE – Investors and placement agents
|
11,267,480
|
$
|
2.00
|
March
7, 2011
|
||||||
Series
B Preferred:
|
||||||||||
Investors
|
7,500,000
|
$
|
0.65
|
April
11, 2013
|
||||||
Placement
agents
|
900,000
|
$
|
1.25
|
May
2, 2012
|
||||||
Series
C Exchange
|
1,333,333
|
$
|
1.25
|
May
2, 2012
|
||||||
Series
D Preferred
|
4,365,381
|
$
|
0.65
|
April
11, 2013
|
||||||
Total
|
28,102,033
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Employee
and director stock option grants:
|
|||||||||||||
Research
and development
|
$
|
21,049
|
$
|
17,928
|
$
|
135,333
|
$
|
144,307
|
|||||
General
and administrative
|
57,476
|
53,054
|
174,028
|
136,515
|
|||||||||
78,525
|
70,982
|
309,361
|
280,822
|
||||||||||
Non-employee
consultants stock option grants and restricted stock
awards:
|
|||||||||||||
Research
and development
|
(4,976
|
)
|
(3,134
|
)
|
4,339
|
18,787
|
|||||||
General
and administrative
|
(288
|
)
|
45,743
|
16,596
|
137,366
|
||||||||
(5,264
|
)
|
42,609
|
20,935
|
156,153
|
|||||||||
Total
stock-based compensation
|
$
|
73,261
|
$
|
113,591
|
$
|
330,296
|
$
|
436,975
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Volatility
|
—
|
80
|
%
|
80
|
%
|
80
|
%
|
||||||
Weighted-average
volatility
|
—
|
80
|
%
|
80
|
%
|
80
|
%
|
||||||
Risk-free
interest rate
|
—
|
4.18%-4.51
|
%
|
3.14
|
%
|
4.18%-4.66
|
%
|
||||||
Expected
life (years)
|
—
|
5
|
5
|
5
|
|||||||||
Dividend
|
—
|
0
|
0
|
0
|
|||||||||
Weighted-average
exercise price
|
—
|
$
|
0.64
|
$
|
0.60
|
$
|
0.82
|
||||||
Weighted-average
grant-date fair value
|
—
|
$
|
0.43
|
$
|
0.39
|
$
|
0.55
|
|
Options
Outstanding
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contracted
Term in
Years
|
Aggregate
Intrinsic
Value
|
|||||||||
Outstanding at January 1, 2008
|
4,847,651
|
$
|
0.67
|
||||||||||
Options
granted
|
435,000
|
$
|
0.60
|
||||||||||
Options
cancelled
|
(27,826
|
)
|
$
|
2.23
|
|||||||||
Options
exercised
|
(100,000
|
)
|
$
|
0.01
|
|||||||||
Outstanding
at September 30, 2008
|
5,154,825
|
$
|
0.67
|
7.2
|
$
|
752,223
|
|||||||
Exercisable
at September 30, 2008
|
3,647,320
|
$
|
0.69
|
6.5
|
$
|
752,223
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Stock
options
|
5,154,825
|
3,917,651
|
5,154,825
|
3,917,651
|
|||||||||
Warrants
|
28,102,033
|
26,873,047
|
28,102,033
|
26,873,047
|
|||||||||
Conversion
of preferred stock
|
36,829,192
|
18,264,000
|
36,829,192
|
18,264,000
|
·
|
the
number of potential products and technologies in
development;
|
·
|
continued
progress and cost of our research and development
programs;
|
·
|
progress
with pre-clinical studies and clinical
trials;
|
·
|
the
time and costs involved in obtaining regulatory
clearance;
|
·
|
costs
involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims;
|
·
|
costs
of developing sales, marketing and distribution channels and our
ability
to sell our drugs;
|
·
|
costs
involved in establishing manufacturing capabilities for clinical
trial and
commercial quantities of our drugs;
|
·
|
competing
technological and market
developments;
|
·
|
market
acceptance of our products;
|
·
|
costs
for recruiting and retaining management, employees and consultants;
|
·
|
costs
for training physicians;
|
·
|
our
status as a Bulletin-Board listed company and the prospects for our
stock
to be listed on a national exchange;
|
·
|
uncertainty
and economic instability resulting from terrorist acts and other
acts of
violence or war; and
|
·
|
the
condition of capital markets and general economic
conditions.
|
·
|
demonstrating
benefit from delivery of each specific drug for specific medical
indications;
|
·
|
demonstrating
through pre-clinical and clinical trials that each drug is safe and
effective; and
|
·
|
demonstrating
that we have established a viable Good Manufacturing Practices capable
of
potential scale-up.
|
·
|
uncertainties
arising from the rapidly growing scientific aspects of drug therapies
and
potential treatments;
|
·
|
uncertainties
arising as a result of the broad array of alternative potential treatments
related to cancer, hepatitis and other diseases;
and
|
·
|
anticipated
expense and time believed to be associated with the development and
regulatory approval of treatments for cancer, hepatitis and other
diseases.
|
·
|
the
receipt of regulatory clearance of marketing claims for the uses
that we
are developing;
|
·
|
the
establishment and demonstration of the advantages, safety and efficacy
of
our technologies;
|
·
|
pricing
and reimbursement policies of government and third-party payers such
as
insurance companies, health maintenance organizations and other health
plan administrators;
|
·
|
our
ability to attract corporate partners, including pharmaceutical companies,
to assist in commercializing our intended products;
and
|
·
|
our
ability to market our products.
|
·
|
cease
selling, incorporating or using any of our technologies and/or products
that incorporate the challenged intellectual property, which would
adversely affect our future
revenue;
|
·
|
obtain
a license from the holder of the infringed intellectual property
right,
which license may be costly or may not be available on reasonable
terms,
if at all; or
|
·
|
redesign
our products, which would be costly and
time-consuming.
|
· |
fail
to adequately market our products
|
·
|
fail
to satisfy financial or contractual obligations to
us;
|
·
|
offer,
design, manufacture or promote competing products ;
or
|
·
|
cease
operations with little or no
notice.
|
·
|
the
election of directors;
|
·
|
the
amendment of charter documents;
|
·
|
issuance
of blank-check preferred or convertible stock, notes or instruments
of
indebtedness which may have conversion, liquidation and similar features,
or completion of other financing arrangements;
or
|
·
|
the
approval of certain mergers and other significant corporate transactions,
including a sale of substantially all of our assets, or merger with
a
publicly-traded shell or other company.
|
Incorporated
by Reference
|
|||||||||||
Exhibit
No.
|
Description
|
Filed
with
this
Form
10-Q
|
Form
|
Filing Date
|
Exhibit
No.
|
||||||
2.1
|
Agreement and plan of merger among
Common Horizons, Inc., Nove Acquisition, Inc. and Novelos Therapeutics,
Inc. dated May 26, 2005
|
8-K
|
June
2, 2005
|
99.2
|
|||||||
2.2
|
Agreement
and plan of merger between Common Horizons and Novelos Therapeutics,
Inc.
dated June 7, 2005
|
10-QSB
|
August
15, 2005
|
2.2
|
|||||||
3.1
|
Amended
and Restated Certificate of Incorporation filed as Exhibit A to
the
Certificate of Merger merging Nove Acquisition, Inc. with and into
Novelos
Therapeutics, Inc. dated May 26, 2005
|
10-QSB
|
August
10, 2007
|
3.1
|
|
|
|
|
|
Incorporated
by Reference
|
|
|||||
Exhibit
No.
|
|
Description
|
|
Filed
with
this
Form
10-Q
|
|
Form
|
|
Filing Date
|
|
Exhibit
No.
|
|
3.2
|
|
Certificate
of Merger merging Common Horizons, Inc. with and into Novelos
Therapeutics, Inc. dated June 13, 2005
|
|
|
|
10-QSB
|
|
August
10, 2007
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Certificate
of Correction dated March 3, 2006
|
|
|
|
10-QSB
|
|
August
10, 2007
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
dated
July 16, 2007
|
|
|
|
10-QSB
|
|
August
10, 2007
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
Certificate
of Designations of Series B convertible preferred stock
|
|
|
|
10-QSB
|
|
August
10, 2007
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
|
Certificate
of Designations of Series C cumulative convertible preferred
stock
|
|
|
|
10-QSB
|
|
August
10, 2007
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.7
|
|
Certificate
of Designations of Series D convertible preferred stock
|
|
|
|
8-K
|
|
April
14, 2008
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
Certificate
of Elimination Series A 8% Cumulative Convertible Preferred Stock
of
Novelos Therapeutics, Inc.
|
|
|
|
8-K
|
|
April
14, 2008
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
By-Laws
|
|
|
|
8-K
|
|
June
17, 2005
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Securities
Purchase Agreement dated August 14, 2008
|
|
|
|
8-K
|
|
August
18, 2008
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification
of the chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification
of the chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
NOVELOS THERAPEUTICS, INC. | ||
Date:
November 12, 2008
|
By:
|
/s/
Harry S. Palmin
|
Harry
S. Palmin
|
||
President
and Chief Executive Officer
|
Incorporated
by Reference
|
|||||||||||
Exhibit
No.
|
Description
|
Filed
with
this
Form
10-Q
|
Form
|
Filing Date
|
Exhibit
No.
|
||||||
2.1
|
Agreement
and plan of merger among Common Horizons, Inc., Nove Acquisition,
Inc. and
Novelos Therapeutics, Inc. dated May 26, 2005
|
8-K
|
June
2, 2005
|
99.2
|
|||||||
2.2
|
Agreement
and plan of merger between Common Horizons and Novelos Therapeutics,
Inc.
dated June 7, 2005
|
10-QSB
|
August
15, 2005
|
2.2
|
|||||||
3.1
|
Amended
and Restated Certificate of Incorporation filed as Exhibit A to
the
Certificate of Merger merging Nove Acquisition, Inc. with and into
Novelos
Therapeutics, Inc. dated May 26, 2005
|
10-QSB
|
August
10, 2007
|
3.1
|
|||||||
3.2
|
Certificate
of Merger merging Common Horizons, Inc. with and into Novelos
Therapeutics, Inc. dated June 13, 2005
|
10-QSB
|
August
10, 2007
|
3.2
|
|||||||
3.3
|
Certificate
of Correction dated March 3, 2006
|
10-QSB
|
August
10, 2007
|
3.3
|
|||||||
3.4
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
dated
July 16, 2007
|
10-QSB
|
August
10, 2007
|
3.4
|
|||||||
3.5
|
Certificate
of Designations of Series B convertible preferred stock
|
10-QSB
|
August
10, 2007
|
3.5
|
|||||||
3.6
|
Certificate
of Designations of Series C cumulative convertible preferred
stock
|
10-QSB
|
August
10, 2007
|
3.6
|
|||||||
3.7
|
Certificate
of Designations of Series D convertible preferred stock
|
8-K
|
April
14, 2008
|
4.1
|
|||||||
3.8
|
Certificate
of Elimination Series A 8% Cumulative Convertible Preferred Stock
of
Novelos Therapeutics, Inc.
|
8-K
|
April
14, 2008
|
4.2
|
|||||||
3.9
|
By-Laws
|
8-K
|
June
17, 2005
|
2
|
|||||||
10.1
|
Securities
Purchase Agreement dated August 14, 2008
|
8-K
|
August
18, 2008
|
10.1
|
|||||||
31.1
|
Certification
of the chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
X
|
|||||||||
31.2
|
Certification
of the chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
X
|
|||||||||
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
X
|