UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended September 30, 2010
or
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
Transition Period from ___________ to __________
Commission
file number:
000-52320
SENTISEARCH,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
20-5655648
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1217
South Flagler Drive, 3rd Floor
West
Palm Beach, FL
|
|
33401
|
(Address
of principal executive office)
|
|
(Zip
Code)
|
(561)
653-3284
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x
No
¨
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such
files.) Yes
¨
No
¨
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer
¨
|
Accelerated
Filer
¨
|
|
|
Non-Accelerated
Filer
¨
(Do
not check if a smaller reporting company )
|
Smaller
Reporting Company
x
|
Indicated
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨
No
x
As of
November 11, 2010, the Company had outstanding 16,821,787 shares of Common
Stock.
TABLE
OF CONTENTS
SENTISEARCH,
INC.
FORM
10-Q
|
|
Page
|
|
PART
I FINANCIAL INFORMATION
|
|
|
|
ITEM
1 Financial Statements
|
|
|
3
|
|
ITEM
2 Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
|
|
14
|
|
ITEM
3 Quantitative and Qualitative Disclosures About Market
Risk
|
|
|
17
|
|
ITEM
4 Controls and Procedures
|
|
|
18
|
|
PART
II OTHER INFORMATION
|
|
|
|
|
ITEM
6 Exhibits
|
|
|
18
|
|
SIGNATURES
|
|
|
19
|
|
PART
I- FINANCIAL INFORMATION
Item 1. Financial
Statements.
SENTISEARCH,
INC.
Balance
Sheets
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
8,303
|
|
|
$
|
73,612
|
|
Account
receivable
|
|
|
515,000
|
|
|
|
-
|
|
Security
deposit
|
|
|
4,170
|
|
|
|
4,170
|
|
Prepaid
expense
|
|
|
975
|
|
|
|
-
|
|
Total
Current Assets
|
|
|
528,448
|
|
|
|
77,782
|
|
|
|
|
|
|
|
|
|
|
Other
Assets
|
|
|
|
|
|
|
|
|
Account
receivable
|
|
|
265,000
|
|
|
|
|
|
License
and patent costs
|
|
|
560,325
|
|
|
|
553,332
|
|
Less:
accumulated amortization
|
|
|
(560,325
|
)
|
|
|
(517,410
|
)
|
Total
Other Assets
|
|
|
265,000
|
|
|
|
35,922
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
793,448
|
|
|
$
|
113,704
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
457,695
|
|
|
$
|
206,149
|
|
Deferred
revenue
|
|
|
390,000
|
|
|
|
-
|
|
Convertible
notes payable - related parties
|
|
|
-
|
|
|
|
150,000
|
|
Convertible
note payable
|
|
|
-
|
|
|
|
50,000
|
|
Notes
payable - related parties
|
|
|
150,000
|
|
|
|
-
|
|
Total
Current Liabilities
|
|
|
997,695
|
|
|
|
406,149
|
|
|
|
|
|
|
|
|
|
|
Other
Liabiliies
|
|
|
|
|
|
|
|
|
Deferred
revenue
|
|
|
373,750
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
1,371,445
|
|
|
|
406,149
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Deficiency
|
|
|
|
|
|
|
|
|
Common
stock — $0.0001 par value, 20,000,000 shares authorized; 16,821,787 and
12,747,844 shares issued and outstanding, respectively
|
|
|
1,682
|
|
|
|
1,275
|
|
Additional
paid-in capital
|
|
|
2,373,906
|
|
|
|
1,963,415
|
|
Deficit
|
|
|
(2,953,585
|
)
|
|
|
(2,257,135
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Deficiency
|
|
|
(577,997
|
)
|
|
|
(292,445
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficiency
|
|
$
|
793,448
|
|
|
$
|
113,704
|
|
See notes
to financial statements.
SENTISEARCH,
INC.
Statements
of Operations (Unaudited)
|
|
For
the Three months
|
|
|
For
the Nine months
|
|
|
|
Ended September 30,
|
|
|
Ended September 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
16,250
|
|
|
$
|
-
|
|
|
$
|
16,250
|
|
|
$
|
-
|
|
Direct
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
after direct costs
|
|
|
16,250
|
|
|
|
-
|
|
|
|
16,250
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
434,941
|
|
|
|
93,112
|
|
|
|
666,130
|
|
|
|
287,381
|
|
Amortization
of license and patent costs
|
|
|
-
|
|
|
|
24,022
|
|
|
|
42,915
|
|
|
|
65,108
|
|
|
|
|
434,941
|
|
|
|
117,134
|
|
|
|
709,045
|
|
|
|
352,489
|
|
Other
(income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(497
|
)
|
Interest
and financing expense
|
|
|
807
|
|
|
|
83
|
|
|
|
3,657
|
|
|
|
83
|
|
|
|
|
807
|
|
|
|
81
|
|
|
|
3,655
|
|
|
|
(414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
|
(419,498
|
)
|
|
|
(117,215
|
)
|
|
|
(696,450
|
)
|
|
|
(352,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(419,498
|
)
|
|
$
|
(117,215
|
)
|
|
$
|
(696,450
|
)
|
|
$
|
(352,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - basic and dilutive
|
|
|
16,821,787
|
|
|
|
12,747,844
|
|
|
|
15,374,269
|
|
|
|
12,747,844
|
|
See notes
to financial statements.
SENTISEARCH,
INC.
Statements
of Changes in Stockholders' Deficiency
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Subscription
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Receivable
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance
- December 31, 2007
|
|
|
7,694,542
|
|
|
$
|
769
|
|
|
$
|
-
|
|
|
$
|
1,000,055
|
|
|
$
|
(1,148,103
|
)
|
|
$
|
(147,279
|
)
|
Issuance
of common stock - June 29, 2008
|
|
|
5,053,302
|
|
|
|
506
|
|
|
|
-
|
|
|
|
927,194
|
|
|
|
-
|
|
|
|
927,700
|
|
Stock-based
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,542
|
|
|
|
-
|
|
|
|
28,542
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(642,303
|
)
|
|
|
(642,303
|
)
|
Balance
- December 31, 2008
|
|
|
12,747,844
|
|
|
|
1,275
|
|
|
|
-
|
|
|
|
1,955,791
|
|
|
|
(1,790,406
|
)
|
|
|
166,660
|
|
Stock-based
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,624
|
|
|
|
|
|
|
|
7,624
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(466,729
|
)
|
|
|
(466,729
|
)
|
Balance
- December 31, 2009
|
|
|
12,747,844
|
|
|
|
1,275
|
|
|
|
-
|
|
|
|
1,963,415
|
|
|
|
(2,257,135
|
)
|
|
|
(292,445
|
)
|
Issuance
of common stock - April 8, 2010
|
|
|
4,073,943
|
|
|
|
407
|
|
|
|
-
|
|
|
|
203,290
|
|
|
|
|
|
|
|
203,697
|
|
Stock-based
compensation expense (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
207,201
|
|
|
|
-
|
|
|
|
207,201
|
|
Net
loss (unaudited)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(696,450
|
)
|
|
|
(696,450
|
)
|
Balance
- September 30, 2010 (unaudited)
|
|
|
16,821,787
|
|
|
$
|
1,682
|
|
|
$
|
-
|
|
|
$
|
2,373,906
|
|
|
$
|
(2,953,585
|
)
|
|
$
|
(577,998
|
)
|
See notes
to financial statements.
SENTISEARCH,
INC.
Statements
of Cash Flows (Unaudited)
|
|
For
the
|
|
|
|
Nine
months ended
|
|
|
|
September
30
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(696,450
|
)
|
|
$
|
(352,075
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Stock-based
compensation expense
|
|
|
207,201
|
|
|
|
5,825
|
|
Amortization
|
|
|
42,915
|
|
|
|
65,106
|
|
Deferred
revenue
|
|
|
(16,250
|
)
|
|
|
-
|
|
Changes
in operating assets & liabilities
|
|
|
|
|
|
|
|
|
Increase
in account receivable
|
|
|
(780,000
|
)
|
|
|
-
|
|
Increase
in prepaid expense
|
|
|
(975
|
)
|
|
|
-
|
|
Increase
in accounts payable and accrued expenses
|
|
|
255,243
|
|
|
|
109,067
|
|
Increase
in deferred revenue
|
|
|
780,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(208,316
|
)
|
|
|
(172,077
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
Investment
in patents
|
|
|
(6,993
|
)
|
|
|
(33,394
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(6,993
|
)
|
|
|
(33,394
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds
of notes payable - related parties
|
|
|
150,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
150,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
(Decrease)
in cash and cash equivalents
|
|
|
(65,309
|
)
|
|
|
(180,471
|
)
|
Cash
and cash equivalents — beginning of period
|
|
|
73,612
|
|
|
|
198,187
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents — end of period
|
|
$
|
8,303
|
|
|
$
|
17,716
|
|
|
|
|
|
|
|
|
|
|
Non-cash
from financing activities:
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes payable- related parties, convertible note payable,
and related accrued interest to common stock
|
|
$
|
203,697
|
|
|
$
|
-
|
|
See notes
to financial statements.
Notes
to Financial Statements
1.
Organization and Nature of Operations
SentiSearch, Inc. (“we,” “our”,
“SentiSearch,” and “the Company”) was a wholly-owned subsidiary of Sentigen
Holding Corp. (“Sentigen”) until the December 1, 2006 “spin-off”, discussed
below. We were incorporated in the State of Delaware on October 3, 2006 to hold
the olfaction intellectual property assets of Sentigen and its
subsidiaries. Primarily due to the estimated revenues to be earned
under the development agreement, entered into during the current period (see
note 6), management has determined that the Company has commenced its planned
principal operations and is no longer considered a development stage company as
of September 30, 2010.
On
October 10, 2006, in connection with its merger with Invitrogen Corporation,
Sentigen separated its olfaction intellectual property assets from the
businesses being acquired by Invitrogen Corporation. The distribution of
SentiSearch shares to the shareholders of Sentigen, commonly referred to as a
“spin-off,” took place immediately prior to the consummation of the merger. In
connection with the distribution, on October 10, 2006, we entered into a
distribution agreement with Sentigen, pursuant to which Sentigen contributed
$250,000 to our capital. Also on October 10, 2006, we entered into a
contribution agreement with Sentigen, pursuant to which Sentigen transferred to
us all of its olfaction intellectual property. The olfaction intellectual
property assets primarily consist of an exclusive license agreement with The
Trustees of Columbia University in the City of New York (“Columbia”), dated
April 10, 2000 (the “Columbia License”), and certain patent applications titled
“Nucleic Acids and Proteins of Insect or 83b odorant receptor genes and uses
thereof.”
We have
been issued a total of four patents in the United States. Such
patents were issued in July 2007, June 2009, October 2009 and August
2010. During November 2007, we were issued one patent in
Australia. During May 2009, we were issued one patent in Mexico.
During October 2009, we were issued one patent in Japan and during May 2010 we
were issued one patent in Israel. All of the issued patents cover
nucleic acid molecules which encode insect odorant receptor proteins, including
numerous variations on insect odorant receptor coding sequence and the uses of
the nucleic acid molecules. The patents cover any nucleic acid molecule as long
as the protein it encodes contains a short segment of amino acids, linked
together.
While we
believe our technology capabilities in the olfaction area are substantial, up to
this point, we have incurred substantial operating losses. We have generated
only $16,250 of revenues from operations to date. Although we have an exclusive
license agreement with Columbia, we cannot provide any assurance that our
additional patent applications will be successful. We intend to continually
review the commercial validity of our olfaction technology in order to make the
appropriate decisions as to the best way to allocate our limited
resources.
2.
Basis of Presentation
The
financial statements for the period April 10, 2000 (Commencement of Business) to
September 30, 2010 differ from the results of operations, financial condition
and cash flows that would have been achieved had we been operated independently
during the periods from April 10, 2000 through September 30, 2010. Our business
was operated within Sentigen, until October 10, 2006, as part of its broader
corporate organization rather than as a stand-alone company. Our historical
financial statements do not reflect the expense of certain corporate functions
that we would have needed to perform if we were not a wholly-owned
subsidiary.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of business. The
Company has incurred accumulated net losses during the development stage of
$2,953,585 and as of September 30, 2010, has a working capital deficiency of
$469,247 and a stockholders' deficit of $577,997. The Company may need
substantial amounts of additional financing to commercialize the research
programs undertaken, for which financing may not be available on favorable
terms, or at all. The Company’s ability to obtain financing and realize revenue
depends upon the status of future business prospects, as well as conditions
prevailing in the capital markets. These factors, among others, raise
substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon the
results of the Project Research and Product Development Agreement (See Note 6),
management’s plan to locate additional opportunities with non-profit agencies
and/or potential commercial partners, raise additional capital, including from
the sale of stock and, ultimately, income from operations. The accompanying
financial statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or satisfy its
liabilities.
3.
Summary of Significant Accounting Policies
|
a.
|
Interim Period -
The
accompanying interim financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America for interim financial information, the instructions to Form 10-Q
and Article 8 of Regulation S-X. In the opinion of management,
the interim financial statements have been prepared on the same basis as
the annual financial statements and reflect all adjustments, which include
only normal recurring adjustments, necessary to present fairly the
financial position as of September 30, 2010, and the results of
operations, changes in stockholders’ equity and cash flows for the nine
months ended September 30, 2010. The results for the nine months ended
September 30, 2010 are not necessarily indicative of the results to be
expected for any subsequent quarter or the entire fiscal year ending
December 31, 2010.
|
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to the
Securities and Exchange Commission’s (“SEC”) rules and regulations.
These
unaudited financial statements should be read in conjunction with the Company’s
audited financial statements and notes thereto for the year ended
December 31, 2009 as included in the Company’s Report on Form 10-K for the
year ended December 31, 2009. There have been no changes in significant
accounting policies since December 31, 2009.
|
b.
|
Cash and Cash Equivalents
–
Cash and cash equivalents include liquid investments with
maturities of three months or less at the time of
purchase. There are no cash equivalents as of the balance sheet
date.
|
|
c.
|
Accounts Receivable
-
Accounts receivable are recorded at their estimated realizable value after
reduction for an allowance for estimated uncollectible
accounts. The allowance for uncollectible accounts is
determined primarily through specific identification and evaluation of
significant past due amounts, supplemented by an estimate applied to the
remaining balance, which is based on historical
experience. Accounts are deemed past due when payment has not
been received within the stated time period. The Company
reviews individual past due amounts periodically and writes-off amounts
for which all collection efforts are deemed to have been exhausted. At
September 30, 2010, no allowance for uncollectible accounts is deemed
necessary.
|
|
d.
|
Concentration of Credit Risk
-
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents. The Company maintains its cash accounts at high
quality financial institutions with balances, at times, in excess of
federally insured limits. As of September 30, 2010, the Company had no
cash balances in excess of the Federal Deposit Insurance Corporation
("FDIC") insurance limit. Management believes that the financial
institutions that hold the Company’s deposits are financially sound and
therefore pose minimal credit risk. Recent Federal legislation has made
permanent the FDIC deposit insurance limit of $250,000 per depositor
.
|
|
e.
|
License and Patent Costs
–
The costs of intangible assets that are purchased from others for
use in research and development activities and that have alternative
future uses (in research and development projects or otherwise) are
accounted for in accordance with applicable accounting standards. The
amortization of those intangible assets used in research and development
activities is a research and development cost. However, the costs of
intangibles that are purchased from others for a particular research and
development project and that have no alternative future uses (in other
research and development projects or otherwise) and therefore no separate
economic values, are research and development costs at the time the costs
are incurred. We determined that the licensing costs arising from our
exclusive licensing agreement with The Trustees of Columbia University had
alternative future uses. These costs were capitalized and amortized on a
straight-line basis through April 2010 (see Notes 4 and
5).
|
|
f.
|
Impairment –
Intangible
and long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets
may not be fully recoverable. A review for impairment includes comparing
the carrying value of an asset to an estimate of the undiscounted net
future cash inflows over the life of the asset or fair market value. An
asset is considered to be impaired when the carrying value exceeds the
calculation of the undiscounted net future cash inflows or fair market
value. An impairment loss is defined as the amount of the excess of the
carrying value over the fair market value of the
asset.
|
|
g.
|
Estimates –
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
|
|
h.
|
Income Taxes –
The
Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred tax assets and liabilities are
determined based on the differences between the financial reporting basis
and the tax basis of the assets and liabilities and are measured using
enacted tax rates and laws that will be in effect, when the differences
are expected to reverse. An allowance against deferred tax assets is
recognized, when it is more likely than not, that such tax benefits will
not be realized.
|
The
Company recognizes the financial statement benefit of an uncertain tax position
only after considering the probability that a tax authority would sustain the
position in an examination. For tax positions meeting a "more-likely-than-not"
threshold, the amount recognized in the financial statements is the benefit
expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is
recognized. The Company recognizes interest and penalties, if any, related to
uncertain tax positions in income tax expense. As of September 30, 2010, the
Company is unaware of any uncertain tax positions.
|
i.
|
Loss Per Share –
The
accompanying financial statements include loss per share calculated as
required by accounting standards on a “pro-forma” basis as if we were a
separate entity from the period April 10, 2000 (commencement of business)
until October 3, 2006 (our date of incorporation). Basic loss per share is
calculated by dividing net loss by the weighted average number of shares
of common stock outstanding. Diluted loss per share include the effects of
securities convertible into common stock, consisting of stock options, to
the extent such conversion would be dilutive. Accounting standards
prohibits adjusting the denominator of diluted earnings per share for
additional potential common shares when a net loss from continuing
operations is reported. The assumed exercise of common stock equivalents
was not utilized for the nine months ended September 30, 2010 since the
effect would be anti-dilutive. As of September 30, 2010, 1,075,000 options
were outstanding of which 1,025,000 were
exercisable.
|
|
j.
|
Fair Value of Financial
Instruments –
The Company has adopted the accounting standard
for fair value measurements, as it applies to its financial statements.
This standard defines fair value, outlines a framework for measuring fair
value, and details the required disclosures about fair value
measurements.
|
Fair
value is defined as the price that would be received to sell an asset, or paid
to transfer a liability, in an orderly transaction between market participants
at the measurement date in the principal or most advantageous market. The
standard establishes a hierarchy in determining the fair value of an asset or
liability. The fair value hierarchy has three levels of inputs, both observable
and unobservable. The standard requires the utilization of the lowest possible
level of input to determine fair value. Level 1 inputs include quoted market
prices in an active market for identical assets or liabilities. Level 2 inputs
are market data, other than Level 1, that are observable either directly or
indirectly. Level 2 inputs include quoted market prices for similar assets or
liabilities, quoted market prices in an inactive market, and other observable
information that can be corroborated by market data. Level 3 inputs are
unobservable and corroborated by little or no market data.
The
carrying value of current assets and current liabilities approximates fair value
due to the short period of time to maturity. The carrying amount of notes
payable approximate their fair value, using Level 3 inputs, as the current
interest rates on such instruments approximates current market rates on similar
instruments.
|
k.
|
Stock-Based
Compensation
– Stock-based compensation expense represents
share-based payment awards based upon the grant date fair value estimated
in accordance with accounting standards. The Company recognizes
compensation expense for stock option awards on a straight-line basis over
the requisite service period of the award. Stock-based compensation
expense is recognized based upon awards ultimately expected to vest,
reduced for estimated forfeitures. Forfeitures are estimated at the time
of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those
estimates.
|
The
expected term of stock options represents the average period the stock options
are expected to remain outstanding. The expected stock price
volatility for the Company’s stock options was determined by examining the
historical volatilities for industry peers for periods that meet or exceed the
expected term of the options, using an average of the historical volatilities of
the Company’s industry peers, as the Company did not have sufficient trading
history for the Company’s common stock. The Company will continue to analyze the
historical stock price volatility and expected term assumption as more
historical data for the Company’s common stock becomes available. The risk-free
interest rate assumption is based on the U.S. Treasury instruments whose term
was consistent with the expected term of the Company’s stock options. The
expected dividend assumption is based on the Company’s history and expectation
of dividend payouts.
The
Company accounts for its issuances of stock-based compensation to non-employees
for services rendered using the measurement date guidelines enumerated in the
accounting standards. Accordingly, the value of any awards that were vested and
non forfeitable at their date of issuance were measured based on the fair
value of the equity instruments at the date of issuance. The non-vested portion
of awards that are subject to the future performance of the counterparty are
adjusted at each reporting date to their fair values based upon the then current
market value of the Company’s stock and other assumptions that management
believes are reasonable. The Company believes that the fair value of the stock
options issued to non-employees is more reliably measurable than the fair value
of the services rendered. The fair value of the stock options granted was
calculated using the Black-Scholes option pricing model.
|
l.
|
Revenue Recognition -
The Securities and Exchange Commission's guidance for revenue
recognition requires that certain criteria must be met before revenue can
be recognized; persuasive evidence of an arrangement exists; delivery has
occurred or services have been rendered; the fee is fixed or determinable;
and collectability is reasonably
assured.
|
Revenues
from license agreements are recognized over the life of the agreement as they
are earned. Any amounts received prior to satisfying our revenue
recognition criteria are recorded as deferred revenue in the accompanying
consolidated balance sheets.
|
m.
|
Recently
Adopted and Issued Accounting
Pronouncements
|
In
February 2010, the Financial Accounting Standards Board (“FASB”) issued an
update to ASC 855, “Subsequent Events”. The Codification does not require
significant changes regarding recognition or disclosure of subsequent events,
but does require evaluation of subsequent events through the date the financial
statements are issued. The update was effective upon
issuance. The adoption did not have a significant impact on our
financial statements.
4.
Exclusive License Agreement
On April
10, 2000, Sentigen Biosciences, Inc. (“Sentigen Biosciences”), a wholly-owned
subsidiary of Sentigen, entered into the Columbia License.
In
consideration of the Columbia License, Columbia was issued 75,000 shares of
Sentigen common stock and will receive royalties of 1% of the net sales of any
licensed products or services. The Columbia License had certain minimum funding
requirements, all of which have been satisfied.
On
October 10, 2006, the Company entered into a contribution agreement with
Sentigen pursuant to which Sentigen transferred to us all of its olfaction
intellectual property, including the Columbia License. On October 17, 2006,
Columbia consented to the assignment of the Columbia License from Sentigen
Biosciences to SentiSearch subject to certain conditions, all of which have
already been satisfied to the extent currently required.
The value
of the Columbia License is recorded as license costs, net of accumulated
amortization on the accompanying balance sheet. The original value of the
license costs reflects the closing share price of Sentigen’s common stock on
April 10, 2000. The value of the license costs, net of amortization as of
September 30, 2010, was $0.
Intangible
and long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be fully
recoverable. A review of the Company’s olfaction technology was performed by
Charter Capital Advisers, Inc. in August 2006 which concluded that the estimated
range of fair value was $120,000 to $190,000. An impairment loss of $122,996 was
recognized as amortization expense in August 2006 as the amount of the excess of
the carrying value over the fair market value of the asset.
5.
Patent Costs
We have
been issued a total of four patents in the United States. Such
patents were issued in July 2007, June 2009, October 2009 and August 2010.
During November 2007, we were issued one patent in Australia. During May 2009,
we were issued one patent in Mexico. During October 2009, we were issued one
patent in Japan and during May 2010 we were issued one patent in
Israel. All of the issued patents cover nucleic acid molecules which
encode insect odorant receptor proteins, including numerous variations on insect
odorant receptor coding sequence and the uses of the nucleic acid molecules. The
patents cover any nucleic acid molecule as long as the protein it encodes
contains a short segment of amino acids, linked together.
The value
of the patent costs, mainly consisting of legal and application fees in the
amount of $119,700, is recorded as patent costs, net of accumulated amortization
on the accompanying balance sheet. The value of the patent costs, net of
amortization as of September 30, 2010, was $0.
6.
Development Agreement
On August 31, 2010, the Company entered
into a Project Research and Product Development Agreement (the "Agreement") with
Bayer CropScience AG ("Bayer"), effective September 15, 2010, pursuant to which
the Company and Bayer will cooperate in the identification and development of
molecules affecting olfaction (the sense of smell) in insects. This approach is
designed to exploit advances in neuroscience to safely and effectively prevent
crop damage and the spread of human disease by altering insect behavior. This
approach may allow for a new level of specificity and efficiency of insect
control.
Under the Agreement, the Company will
provide to Bayer proprietary technology for screening particular compounds in
Bayer's chemical library that may affect the function of insect odorant
receptors. Bayer's efforts will be undertaken as part of a collaborative
research project (the "Research Project") with investigators at Columbia and
Rockefeller Universities in New York. Support for the Research Project is being
provided by a grant award to Columbia from the Foundation for the National
Institutes of Health (FNIH) through the Grand Challenges in Global Health
initiative (the "Initiative") of the Bill & Melinda Gates Foundation. One of
the goals of the Initiative is to improve the control of insects that affect
human health, with the ultimate goal of eradication of malaria, Dengue fever and
other insect borne diseases in the developing world.
Bayer will determine whether to develop
further, for crop control applications, compounds identified in the course of
the Research Project.
In connection with the Agreement, the
Company has granted to Bayer certain exclusive rights to use its proprietary
technology in the field of use of the Agreement (any use against invertebrate
animals other than the prevention, diagnosis or treatment of human health
conditions). Bayer will provide the Company with the opportunity to acquire a
license in the field of use to further develop compounds identified by Bayer in
the course of the Research Project, which Bayer determines not to further
develop itself. Bayer has also granted the Company an exclusive option, that
expires five years from the end of the Project Term, as that term is defined
below, to negotiate and execute a license from Bayer with respect to compounds
identified by Bayer in the course of the Research Project, for use outside the
field of use and outside the field of agriculture.
As part of the Agreement, Bayer has
paid to the Company an upfront $500,000 license fee and has agreed to pay to the
Company additional amounts upon achieving certain milestones and royalties on
any net sales of products developed pursuant to the project. Consistent with the
global access policy of the Initiative and the award agreement to Columbia
University from FNIH, the Agreement also provides for certain guidelines with
respect to distribution and pricing of products for those most in need in
disease endemic countries.
Total contractual payments, including
the aforementioned upfront fee, relating to the exclusive license granted to
Bayer totaling $780,000 will be recognized as licensing fee revenue, pro-rata
over the expected 2 year Project Term of the Agreement during which the Research
Project will be undertaken (the "Project Term"), through September 15,
2012. The $500,000 upfront license fee payment, collected in October 2010,
is included as Account Receivable on the September 30, 2010 Balance Sheet, with
an offset to Deferred Revenue. License fee revenue of $16,250 was
generated during the three months ended September 30, 2010.
7.
Share-Based Payments
On May
16, 2007, the Company granted options to purchase 50,000 shares of its common
stock at an exercise price of $0.18 per share to a director. The fair
value of the underlying common stock at the date of grant was $0.18 per
share. The options vested immediately and have a five year
term. Assumptions related to the estimated fair value of these stock
options on their date of grant, which the Company estimated using the
Black-Scholes option pricing model, are as follows: risk-free
interest rate of approximately 5%; expected divided yield of 0%; expected option
life of two and one-half years; and expected volatility of approximately
17%. The aggregate grant date fair value of the award amounted to
$1,490.
On March
27, 2008 and May 14, 2008, the Company granted options to purchase an aggregate
of 425,000 and 100,000 shares, respectively, of its common stock to three
individuals for consulting services rendered to the Company and a director,
respectively, each at an exercise price of $0.19 per share and term of ten
years. The fair value of the underlying common stock at the date of
grant was $0.07 per share. The options granted on March 27, 2008, vested as
follows: 158,334 immediately, 133,333 on the first anniversary and 133,333 on
the second anniversary. The options granted on May 14, 2008 vested upon
stockholder approval to amend the Certificate of Incorporation to increase the
number of authorized shares of common stock at the annual stockholder meeting on
June 24, 2008, and have a term of ten years unless cancelled earlier upon
director's removal or resignation from the board. Assumptions related to the
estimated fair value of these stock options on their date of grant, which the
Company estimated using the Black-Scholes option pricing model, are as follows:
risk-free interest rate of approximately 4%; expected dividend yield of 0%;
expected option life of ten years; and expected volatility of approximately 17%.
The aggregate grant date fair value of the award amounted to
$36,698. Of these options, 400,000 of them have been cancelled
pursuant to the mutual agreement of the Company and two of its consultants, Dr.
Axel and Dr. Vosshall, as discussed below. Dr. Axel and Dr. Vosshall
will remain unpaid consultants to the Company.
On
October 20, 2009, the Company granted options to purchase 100,000 shares of its
common stock at an exercise price of $0.05 per share to a
director. The fair value of the underlying common stock at the date
of grant was $0.03 per share. The options vested immediately and have
a ten year term. Assumptions related to the estimated fair value of
these stock options on their date of grant, which the Company estimated using
the Black-Scholes option pricing model, are as follows: risk-free interest rate
of approximately 3%; expected divided yield of 0%; expected option life of ten
years; and expected volatility of approximately 22%. The aggregate
grant date fair value of the award amounted to $634.
As of
August 30, 2010, the Company and two of its consultants agreed to cancel all
options issued to such individuals totaling 400,000 shares previously issued in
March 2008.
On
September 8, 2010, the Company adopted the 2010 Stock Incentive Plan ("2010
Plan"). A total of 2,000,000 shares of common stock are eligible for issuance
under the 2010 Plan. On that date, the Company granted under the 2010 Plan
500,000 stock options to an officer with an exercise price of $0.28 per
share. The options vested immediately and have a ten year
term. Assumptions related to the estimated fair value of these stock
options on their date of grant, which the Company estimated using the
Black-Scholes option pricing model, are as follows: risk-free
interest rate of approximately 2%; expected divided yield of 0%; expected option
life of five years; and expected volatility of approximately
190%. The aggregate grant date fair value of the award amounted to
$135,450. In addition, the Company granted 250,000 stock options to
two of its directors with an exercise price of $0.28 per share. The
options vested immediately and have a ten year term. Assumptions
related to the estimated fair value of these stock options on their date of
grant, which the Company estimated using the Black-Scholes option pricing model,
are as follows: risk-free interest rate of approximately 3%; expected
divided yield of 0%; expected option life of ten years; and expected volatility
of approximately 190%. The aggregate grant date fair value of the
award amounted to $69,850.
On
September 8, 2010, the Company also granted 50,000 stock options to an employee
with an exercise price of $0.28 per share. The options vest 50% on
each of July 1, 2011 and July 1, 2012 and have a ten year
term. Assumptions related to the estimated fair value of these stock
options on their date of grant, which the Company estimated using the
Black-Scholes option pricing model, are as follows: risk-free
interest rate of approximately 2%; expected divided yield of 0%; expected option
life of approximately six years; and expected volatility of approximately
190%. The aggregate grant date fair value of the award amounted to
$13,700.
The Company recorded $207,201 and
$5,825 of compensation expense for the nine months ended September 30,
2010 and 2009, respectively, related to these options. Total unamortized
compensation expense related to unvested stock options at September 30, 2010
amounted to $12,964.
The
following table summarizes information on all common stock purchase option
activity for the nine months ended September 30, 2010:
|
|
September 30, 2010
|
|
|
|
Number
|
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding,
beginning of the year
|
|
|
675,000
|
|
|
$
|
0.17
|
|
Granted
|
|
|
800,000
|
|
|
|
0.28
|
|
Cancelled
|
|
|
(400,000
|
)
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
September 30, 2010
|
|
|
1,075,000
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
|
|
|
Exercisable,
September 30, 2010
|
|
|
1,025,000
|
|
|
$
|
0.24
|
|
The
number and weighted average exercise prices of all common stock purchase options
as of September 30, 2010 are as follows:
Range
of
Exercise
Prices
|
|
Remaining
Number
Outstanding
|
|
|
Weighted
Average
Contractual
Life
(Years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|
|
$0.05
to $0.28
|
|
|
1,075,000
|
|
|
|
9.44
|
|
|
$
|
0.24
|
|
All
options were issued at an option price at least equal to the market price on the
date of the grant, in addition, none of the options currently outstanding have
any intrinsic value.
The Company issues new shares of common
stock upon exercise of stock options.
8.
Notes Payable
During October 2009, the Company issued
to each of four individuals $50,000 subordinated convertible promissory notes
(the “October 2009 Notes”) aggregating $200,000. The individuals included the
Company’s Chief Executive Officer and Chairman of the Board, another director,
one of the Company’s greater than 5% stockholders and an accredited investor.
The $50,000 principal amount of October 2009 Notes issued to the
Chief Executive Officer and Chairman of the Board represented $25,000 of new
funds received and a rollover of a $25,000 loan made by him to the Company on
September 10, 2009. The October 2009 Notes bore interest of 4% per
annum and were payable on demand on the earlier of (i) the date on which the
Company publicly announced a joint venture or strategic relationship, the
execution of a license, or similar agreement with a third-party with respect to
the Company’s technology and (ii) the date on which the Company filed with the
SEC its annual report on Form 10-K, which included audited financial statements
for the year ended December 31, 2009, such date referred to as the target
date. The holders were entitled to convert the outstanding principal
amount of the October 2009 Notes and accrued and unpaid interest thereon into
shares of the Company’s common stock at any time commencing on the fifth trading
day immediately following the target date at the conversion price in effect on
such date. The conversion price was the greater of (i) the average of
the closing sale price of the Company’s common stock for the five trading days
immediately following the target date and (ii) $0.05 per
share.
The Company was entitled to prepay the
October 2009 Notes on 20 days’ prior written notice to the
holders. The Company had agreed to include the shares of common stock
issuable upon conversion of the October 2009 Notes in any applicable
registration statement filed by the Company with the SEC covering its equity
securities.
On April 8, 2010, pursuant to the terms
of the October 2009 Notes, the conversion price of the October 2009 Notes was
set at $0.05. Also, on April 8, 2010, each of the holders elected to
convert all of the then outstanding principal and interest on such October 2009
Notes, totaling $203,697, which resulted in the issuance to them of an aggregate
of 4,073,943 shares of the Company’s common stock. The conversion of
the October 2009 Notes resulted in the October 2009 Notes being satisfied in
full.
On April
12, 2010, the Company issued to each of four individuals $20,000 principal
amount of promissory notes (a total of $80,000 principal amount) (the “April
2010 Notes”). The investors included the Company’s Chief Executive Officer and
Chairman of the Board, a director of the Company who is also a beneficial owner
of more than 10% of the Company’s outstanding common stock, another beneficial
owner of more than 10% of the Company's outstanding common stock and one of the
Company’s greater than 5% stockholders. These April 2010 Notes bear
interest at 4% per annum. Principal and accrued interest on the April 2010 Notes
are payable on April 12, 2015; provided, however that the April 2010 Notes
become due and payable immediately upon the Company’s consummation of an equity
financing resulting in net proceeds to the Company in excess of $2,500,000. Due
to the existence of this contingent maturity acceleration feature, the Company
has classified the April 2010 Notes as current liabilities on the accompanying
balance sheet.
On August 12, 2010, the Company's Chief
Executive Officer made an interest free loan to the Company in the amount of
$20,000 pursuant to a demand promissory note.
On September 7, 2010, the Company
borrowed a total of $50,000 ($25,000 each) from a director of the Company who is
also a beneficial owner of more than 10% of the Company's outstanding common
stock and one of the Company’s greater than 10% stockholders. These
loans were made pursuant to a demand promissory note and are non-interest
bearing.
9.
Commitments and Contingencies
The Company entered into a one-year
sublease for office space in West Palm Beach, Florida. The sublease
expired on June 2010. The Company had an option to renew for an
additional year, but is currently renting on a month-to-month basis, for
approximately $1,390 per month.
10.
Related Party Transactions
Please refer to Notes 7 and 8 regarding
related party transactions.
11.
Subsequent Events
During October 2010, the Company
received payment of the upfront $500,000 license fee, included in account
receivable at September 30, 2010.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-looking
Information
The
following discussion should be read in conjunction with our Financial Statements
and Notes thereto, included elsewhere within this report. This Quarterly Report
on Form 10-Q contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, including statements
using terminology such as “can”, “may”, “believe”, “designed to”, “expect”,
“intend to,” “plan”, “anticipate”, “estimate”, “potential” or “continue”, or the
negative thereof or other comparable terminology regarding beliefs, plans,
expectations or intentions regarding the future. You should read statements that
contain these words carefully because they:
·
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discuss
our future expectations;
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·
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contain
projections of our future results of operations or of our financial
condition; and
|
·
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state
other “forward-looking”
information.
|
We
believe it is important to communicate our expectations. However,
forward-looking statements involve risks and uncertainties and our actual
results and the timing of certain events could differ materially from those
discussed in or implied by forward-looking statements as a result of
certain factors, including those set forth in our Annual Report on Form 10-K for
the year ended December 31, 2009. All forward-looking statements and risk
factors included in this document are made as of the date hereof, based on
information available to us as of the date thereof, and we assume no obligations
to update any forward-looking statement or risk factor, unless we are required
to do so by law.
Introduction
SentiSearch,
Inc. (“SentiSearch” or “we” or “us” or “our” or the “Company”) is a Delaware
corporation that was incorporated on October 3, 2006. We were previously a
wholly-owned subsidiary of Sentigen and were incorporated solely for the
purposes of holding the olfaction intellectual property assets of Sentigen and
its then subsidiary, Sentigen Biosciences. Prior to the merger between Sentigen
and Invitrogen Corporation (“Invitrogen”) that was consummated on
December 1, 2006, Sentigen separated its olfaction intellectual property
assets from the businesses to be acquired by Invitrogen. This separation was
accomplished through the contribution of Sentigen’s olfaction intellectual
property assets to us on October 10, 2006 and the subsequent spin-off in
which Sentigen distributed 100% of its ownership interest in us to its then
stockholders on December 1, 2006. As a result of this spin-off, we became a
public, stand-alone company.
The
olfaction intellectual property assets that we hold primarily consist of an
exclusive worldwide license issued by Columbia, as described in more detail
below (the “Columbia License”), and certain patent applications titled “Nucleic
Acids and Proteins of Insect or 83b odorant receptor genes and uses thereof.”
The olfaction intellectual property assets are also referred to herein as “our
olfaction intellectual property.”
The
Columbia License provides us with worldwide rights to certain of Columbia’s
patent applications and other rights in the areas of insect chemosensation and
olfaction. The Columbia License gives us an exclusive license to develop,
manufacture, have made, import, use, sell, distribute, rent or lease
(i) any product or service the development, manufacture, use, sale,
distribution, rental or lease of which is covered by a claim of a patent
licensed to us under the Columbia License or (ii) any product or service
that involves the know-how, confidential information and physical materials
conveyed by Columbia to us relating to the patents licensed from Columbia
(collectively, the “Licensed Products/Services”). In addition to certain funding
requirements by Sentigen, all of which were satisfied, in consideration of the
Columbia License, Columbia was issued 75,000 shares of Sentigen common stock and
will receive royalties of 1% of the net sales of any Licensed
Products/Services.
The licenses granted to us under the
Columbia License expire on the later of the date of expiration of the last to
expire of the licensed patents relating to any Licensed Product/Service or ten
years from the first sale of any Licensed
Product/Service.
In
addition to the Columbia License, we have certain patents and patent
applications relating to nucleic acids and proteins of insect or 83b odorant
receptor genes and their uses. These patents and patent applications relate to
the isolation of a gene that appears to be ubiquitous among insects. This gene
has been identified in various species of insects, including many that have a
profound effect on agricultural production and human health. The identification
of this gene, and the protein that it expresses, may enable the development of
high-throughput screening methods to discover compounds that attract insects to
a particular site (and away from one where their presence is undesirable), or
develop materials that are distasteful to the insects’ sense of “smell,” thereby
making agricultural products, for example, undesirable to
them.
While we
believe our technology capabilities in the olfaction area are substantial, up to
this point, we have incurred substantial operating losses. As of September 30,
2010, we held three patents directly with another patent being issued under the
Columbia License. We cannot provide any assurance that our additional patent
applications will be successful. We intend to continually review the commercial
validity of our olfaction technology in order to make the appropriate decisions
as to the best way to allocate our limited resources.
Critical Accounting Policies and Use
of Estimates
The
Company’s significant accounting policies are described in Note 3 to the
Financial Statements. We believe that all of these involve the
application of significant judgment and discretion by management and are
therefore “critical” accounting policies. Several accounting policies
require the application of significant judgment by management in selecting the
appropriate assumptions for calculating financial estimates. By their
nature, these judgments are subject to an inherent degree of uncertainty.
We base our estimates and judgments on historical experience, terms of existing
contracts, observance of trends in the industry, information provided by outside
sources and various other assumptions that we believe to be reasonable under the
circumstances.
Results
of Operations
General
During
the current quarter, we commenced our principal operations and generated revenue
when we entered into a Product Development Agreement with Bayer CropScience AG.
(“Bayer”) (see below)
Prior to
the spin-off on December 1, 2006, our business was operated within Sentigen
as part of its broader corporate organization rather than as a stand-alone
company. Historically, Sentigen performed certain corporate functions for us.
Our historical financial statements included herein do not reflect the expense
of certain corporate functions we would have needed to perform if we were not a
wholly-owned subsidiary. Following the spin-off, Sentigen no longer provided
assistance to us and we are responsible for the additional costs associated with
being an independent public company, including costs related to corporate
governance, quoted securities and investor relations issues. Therefore, you
should not make any assumptions regarding our future performance based on our
financial statements.
Project Research and Product
Development
We
intend to continually review the commercial validity of the olfaction
technology, in order to make the appropriate decisions as to the best way to
allocate our limited resources.
On August 31, 2010, we entered into a
Project Research and Product Development Agreement, referred to as the
Development Agreement, with Bayer CropScience AG, referred to as Bayer,
effective September 15, 2010, pursuant to which we and Bayer will cooperate in
the identification and development of molecules affecting olfaction (the sense
of smell) in insects. This approach is designed to exploit advances in
neuroscience to safely and effectively prevent crop damage and the spread of
human disease by altering insect behavior. This approach may allow for a new
level of specificity and efficiency of insect control.
Under the
Development Agreement, we will provide to Bayer proprietary technology for
screening particular compounds in Bayer's chemical library that may affect the
function of insect odorant receptors. Bayer's efforts will be undertaken as part
of a collaborative research project, referred to as the Research Project, with
investigators at Columbia and Rockefeller Universities in New York. Support for
the Research Project is being provided by a grant award to Columbia from the
Foundation for the National Institutes of Health (FNIH) through the Grand
Challenges in Global Health initiative, referred to as the Initiative, of the
Bill & Melinda Gates Foundation. One of the goals of the Initiative is to
improve the control of insects that affect human health, with the ultimate goal
of eradication of malaria, Dengue fever and other insect borne diseases in the
developing world.
Bayer
will determine whether to develop further, for crop control applications,
compounds identified in the course of the Research Project.
In
connection with the Development Agreement, we have granted to Bayer certain
exclusive rights to use its proprietary technology in the field of use of the
Development Agreement (any use against invertebrate animals other than the
prevention, diagnosis or treatment of human health conditions). Bayer will
provide us with the opportunity to acquire a license in the field of use to
further develop compounds identified by Bayer in the course of the Research
Project, which Bayer determines not to further develop itself. Bayer has also
granted to us an exclusive option, that expires five years from the end of the
Project Term, as that term is defined below, to negotiate and execute a license
from Bayer with respect to compounds identified by Bayer in the course of the
Research Project, for use outside the field of use and outside the field of
agriculture.
As part
of the Development Agreement, Bayer has paid to us an upfront $500,000 license
fee and has agreed to pay us additional amounts upon achieving certain
milestones and royalties on any net sales of products developed pursuant to the
project. Consistent with the global access policy of the Initiative and the
award agreement to Columbia University from FNIH, the Development Agreement also
provides for certain guidelines with respect to distribution and pricing of
products for those most in need in disease endemic countries.
Total contractual payments, including
the aforementioned upfront license fee, relating to the exclusive license
granted to Bayer totaling $780,000 will be recognized as licensing fee revenue
pro-rata over the expected 2 year Project Term of the Development Agreement
during which the Research Project will be undertaken (the "Project Term"),
through September 15, 2012. The $500,000 upfront license fee payment,
collected in October 2010, is included as Account Receivable on the September
30, 2010 Balance Sheet, with an offset to Deferred Revenue. License fee
revenue of $16,250 was generated during the three months ended September 30,
2010.
Operating
and Other Expenses
For the three months ended September
30, 2010, general and administrative costs were $434,941 compared to $93,112 for
the three months ended September 30, 2009. The comparative increase
of $341,829 during the three months ended September 30, 2010 is primarily due to
an increase in stock based compensation expense of approximately $205,000, an
increase in professional fees of approximately $143,000, an increase in
travel expenses of approximately $1,400, largely offset by a decrease in
compensation and employee health insurance expense of approximately $6,600
coupled with a net decrease in other miscellaneous expenses of approximately
$1,000.
For the nine months ended September 30,
2010, general and administrative costs were $666,130 compared to $287,381 for
the nine months ended September 30, 2009. The comparative increase of
$378,749 during the nine months ended September 30, 2010 is primarily due to an
increase in stock based compensation expense of approximately $201,000, an
increase in professional fees of approximately $188,000, an increase in
travel expenses of approximately $9,000, partially offset by a decrease in
compensation and employee health insurance expense of approximately $18,000
coupled with a net decrease in other miscellaneous expenses of approximately
$1,000. The increase in professional fees and miscellaneous expenses
for the period ended September 30, 2010, was related in part to the execution of
the Development Agreement.
Amortization
expense includes the amortization of our license and patent
costs. For the three months ended September 30, 2010 and 2009,
amortization expense was $0 and $24,022, respectively, and for the nine months
ended September 30, 2010 and 2009, amortization expense was $42,915 and $65,108,
respectively. License and patent costs have been fully amortized as of
September 30, 2010. The original value of the Columbia License of
$440,625 reflects the closing share price of Sentigen’s common stock on
April 10, 2000. The capitalized value of the patent costs of $119,700
mainly consists of legal and application fees.
Interest
and financing expenses reflect the cost of our outstanding debt. For
the three months ended September 30, 2010 and 2009, interest and financing
expenses amounted to $807 and $83, respectively, and for the nine months ended
September 30, 2010 and 2009, interest amounted to $3,657 and $83,
respectively.
Liquidity and Capital
Resources
Our
financial statements were prepared on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities. We have incurred
operating losses since inception. As of September 30, 2010, we had $8,303 in
cash and cash equivalents, compared to $73,612 at December 31, 2009. At
September 30, 2010, we had a working capital deficiency of $469,247,
compared to a working capital deficiency of $328,367 at December 31, 2009.
Net cash used in operating activities for the nine months ended September 30,
2010 was $208,316, compared to $172,077 for the nine months ended September 30,
2009, an increase of $36,239.
On
September 10, 2009 we borrowed $25,000 from our Chief Executive Officer and
Chairman of the Board, referred to as the September 2009 loan. The
September 2009 loan bore interest at 6% per annum, and was amended and
satisfied in full as described below.
On
October 26, 2009, we issued to each of four individuals $50,000 subordinated
convertible promissory notes (an aggregate principal amount of $200,000 of
notes), referred to as the October 2009 Notes. The individuals included our
Chief Executive Officer and Chairman of the Board of Directors, another director
and one of our greater than 5% stockholders and an accredited investor. The
$50,000 principal amount of October 2009 Notes issued to the Chief Executive
Officer and Chairman of the Board represented $25,000 of new funds received and
a rollover of the September 2009 loan. The October 2009 Notes bore
interest of 4% per annum and were payable on demand on the earlier of (i) the
date on which we publicly announced a joint venture or strategic relationship,
the execution of a license, or similar agreement with a third-party with respect
to our technology and (ii) the date on which we filed with the SEC our annual
report on Form 10-K, which included audited financial statements for the year
ended December 31, 2009. The holders were entitled to convert the
outstanding principal amount of the notes and accrued and unpaid interest
thereon into shares of our common stock at any time commencing on the fifth
trading day immediately following the target date at the conversion price in
effect on such date. The conversion price was the greater of (i) the
average of the closing sale price of our common stock for the five trading days
immediately following the target date and (ii) $0.05 per
share.
On April
8, 2010 the holders of the October 2009 Notes elected to convert these notes
into shares of our common stock at a conversion price of $0.05, resulting in the
aggregate issuance of 4,073,943 shares of our common stock. The
October 2009 notes were thereby satisfied in full and are no longer
outstanding.
On April
12, 2010 we issued to each of four individuals $20,000 principal amount of
promissory notes, for an aggregate of $80,000 principal amount of notes. The
investors included Joseph K. Pagano, the Company’s Chief Executive Officer,
Secretary, Treasurer and Chairman of the Board of Directors, Frederick R. Adler,
a director of the Company and a beneficial owner of more than 10% of the
Company’s outstanding common stock and Samuel A. Rozzi, a beneficial owner of
more than 10% of the Company’s outstanding common stock and one other
individual. Principal and accrued interest on these notes are payable
on April 12, 2015; provided, however that these notes become due and payable
immediately upon our consummation of an equity financing resulting in net
proceeds to us in excess of $2,500,000.
On August
12, 2010, we issued a demand, non-interest bearing note in favor of Mr. Pagano
in the amount of $20,000.
On
September 7, 2010, we issued demand, non-interest bearing notes in favor of each
of Messrs. Adler and Rozzi, each in the amount of $25,000, for an aggregate of
$50,000.
Our
ability to obtain financing and realize revenue depends upon the status of
future business prospects, as well as conditions prevailing in the capital
markets. These factors, among others, raise substantial doubt about our ability
to continue as a going concern should we be unable to realize revenues from our
olfaction technology or raise sufficient additional funds in the
future. If we are unable to raise such funds, we may need to cease
our operations. Additionally, if we raise additional funds by issuing
equity securities, our then-existing stockholders will likely experience
dilution, depending upon the terms and conditions of such
financing.
Off-Balance-Sheet
Arrangements
As of
September 30, 2010, we did not have any off-balance-sheet arrangements, as
defined in Item 303(a)(4) of Regulation S-K.
Inflation
Periods
of high inflation could have a material adverse impact on us to the extent that
increased borrowing costs for floating rate debt (if any) may not be offset by
increases in cash flow. At September 30, 2010, we had $0 in floating
rate debt outstanding. There was no significant impact on our operations as a
result of inflation during the nine-month period ended September 30,
2010.
Recent Accounting
Pronouncements
See Note
3 to the financial statements included in Part I, Item 1 of this
report.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
Not
applicable.
Item 4. Controls and
Procedures.
Disclosure
Controls and Procedures
As of
September 30, 2010, Mr. Joseph K. Pagano, who is our Chief Executive Officer,
Secretary and Treasurer (and principal financial officer) evaluated the
effectiveness of our "disclosure controls and procedures" as defined in Rules
13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 ("Disclosure
Controls"). Based upon this evaluation, Mr. Pagano concluded that the Disclosure
Controls were effective, as of the date of their evaluation, in reaching a
reasonable level of assurance that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and that any information relating to us that is
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our principal executive/financial officer, to allow timely
decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
During
the fiscal quarter ended September 30, 2010, there were no changes in
our "internal control over financial reporting"
as defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934 (“Internal Control”), that
have materially affected or are reasonably likely to materially
affect our Internal Control.
PART
II- OTHER INFORMATION
Item 6.
Exhibits.
Exhibit
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Description
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10.1
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Demand
Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of
Frederick R. Adler.
|
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10.2
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Demand
Note dated as of September 7, 2010 made by SentiSearch, Inc. in favor of
Samuel A. Rozzi.
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10.3
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2010
Stock Incentive Plan.
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10.4
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Incentive
Stock Option Agreement dated as of September 8, 2010 between Joseph K.
Pagano and SentiSearch, Inc.
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10.5
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010 between Joseph K.
Pagano and SentiSearch, Inc.
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10.6
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010 between Erik Lundh
and SentiSearch, Inc.
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10.7
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010
between Frederick Adler and SentiSearch, Inc.
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10.8
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Project
Research and Product Development Agreement dated as of September 15, 2010
by and between Bayer CropScience AG and SentiSearch,
Inc.*
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31
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Certification
of Chief Executive Officer and principal financial officer pursuant to
Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934.
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32
|
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Certification
of Chief Executive Officer and principal financial officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
*Portions
of this exhibit have been omitted pursuant to a Request for Confidential
Treatment and filed separately with the Securities and Exchange
Commission. Such portions are designated “[***]”.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: November
15, 2010
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SENTISEARCH,
INC.
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/s/
Joseph K. Pagano
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Joseph
K. Pagano, Chief Executive Officer and
Treasurer
(principal executive and financial
officer)
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
|
|
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10.1
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Demand
Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of
Frederick R. Adler.
|
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10.2
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Demand
Note dated as of September 7, 2010 made by SentiSearch, Inc. in favor of
Samuel A. Rozzi.
|
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10.3
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2010
Stock Incentive Plan.
|
|
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10.4
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Incentive
Stock Option Agreement dated as of September 8, 2010 between Joseph K.
Pagano and SentiSearch, Inc.
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10.5
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010 between Joseph K.
Pagano and SentiSearch, Inc.
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10.6
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010 between Erik Lundh
and SentiSearch, Inc.
|
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10.7
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Non-Qualified
Stock Option Agreement dated as of September 8, 2010
between Frederick Adler and SentiSearch, Inc.
|
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10.8
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Project
Research and Product Development Agreement dated as of September 15, 2010
by and between Bayer CropScience AG and SentiSearch,
Inc.
|
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31
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Certification
of Chief Executive Officer and principal financial officer pursuant to
Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934.
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32
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Certification
of Chief Executive Officer and principal financial officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
*Portions
of this exhibit have been omitted pursuant to a Request for Confidential
Treatment and filed separately with the Securities and Exchange
Commission. Such portions are designated “[***]”.
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