As
filed with the Securities and Exchange Commission on April 7, 2008
Registration
No. 333-149412
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMDL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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33-0413161
(I.R.S. Employer
Identification No.)
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2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
(714) 505-4460
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Gary L. Dreher, President
AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
(714) 505-4460
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Randolf W. Katz, Esquire
Bryan Cave LLP
1900 Main Street, Suite 700
Irvine, California 92614
(949) 223-7100
Richard H. Bruck, Esquire
19100 Von Karman Avenue, Suite 950
Irvine, California 92612
(949) 975-8181
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box:
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box:
þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering:
o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:
o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to rule
462(e) under the Securities Act, check the following:
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following:
o
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. (Check one):
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Large Accelerated
filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 7, 2008
PROSPECTUS
AMDL, INC.
4,345,257 SHARES
OF COMMON STOCK
This prospectus relates to shares of common stock of AMDL, Inc. that may be offered for sale
for the account of the selling stockholders identified in this prospectus. The selling
stockholders may offer and sell from time to time up to 4,345,257 shares of our common stock, of
which 1,366,319 shares will be issued to the selling stockholders only if and when they exercise
warrants held by them.
The selling stockholders may sell all or any portion of their shares of common stock in one or
more transactions on the American Stock Exchange, in private, negotiated transactions or a
combination of such methods. Each selling stockholder will determine the prices at which it sells
its shares. Although we will incur expenses in connection with the registration of the common
stock, we will not receive any of the proceeds from the sale of the shares of common stock by the
selling stockholders. However, we will receive gross proceeds of up to approximately $6,476,000
from the exercise of outstanding warrants, if and when they are exercised.
On
April 2, 2008, there were 15,731,516 shares of common stock outstanding. Our common
stock is listed on the American Stock Exchange and traded under the
symbol ADL. On April 2, 2008 the closing price of the common stock on the American Stock
Exchange was $3.70 per share.
We may amend or supplement this prospectus from time to time by filing amendments or
supplements as required. You should read this entire prospectus and any amendments or supplements
carefully before you make your investment decision.
The shares of common stock offered or sold under this prospectus involve a high degree of
risk. See Risk Factors beginning at page 18 of this prospectus to read about certain factors you
should consider before deciding whether to invest in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2008
TABLE OF CONTENTS
We have not authorized any person to give you any supplemental information or to make any
representations for us. You should not rely upon any information about us that is not contained in
this prospectus or in one of our public reports filed with the Securities and Exchange Commission
(SEC) and incorporated into this prospectus. Information contained in this prospectus or in our
public reports may become stale. You should not assume that the information contained in this
prospectus, any prospectus supplement or the documents incorporated by reference are accurate as of
any date other than their respective dates, regardless of the time of delivery of this prospectus
or of any sale of the shares. Our business, financial condition, results of operations and
prospects may have changed since those dates. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are
permitted.
In this prospectus, AMDL, company, we, us, and our refer to AMDL, Inc., a Delaware
corporation, and its subsidiaries. In this prospectus, unless otherwise specified or unless the
context otherwise requires, all references to $ or
dollars are to U.S. dollars.
ABOUT FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 which reflect our current view (as of the date such forward-looking statement is made) with
respect to future events, prospects, projections or financial performance. These forward-looking
statements are subject to certain uncertainties and other factors that could cause actual results
to differ materially from those made, implied or projected in such statements. The words
believe, expect, anticipate, project, and similar expressions identify forward-looking
statements which speak only as of the date of the statement made. Except as required by law, we
undertake no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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SUMMARY
AMDL, Inc., is a vertically integrated specialty pharmaceutical company. In combination with
our subsidiary Jade Pharmaceutical Inc. (JPI), we engage in the research, development,
manufacture, and marketing of diagnostic, pharmaceutical, nutritional supplement, and cosmetic
products currently in the Peoples Republic of China (China). We currently employ approximately
320 people, of which 311 are located in China.
AMDL was founded in 1987 as a bio-tech research and development firm that had one product, its
proprietary cancer diagnostic test: AMDL-ELISA DR-70
®
(FDP). In 2001, we acquired a
proprietary cancer vaccine Combination Immunogene therapy (CIT). CIT is a US patented technology
(patent issued May 25, 2004). In September 2006, we acquired JPI in order to dramatically broaden
our business into a multi segmented China-centric pharmaceutical business.
Through JPI, we manufacture and distribute generic, homeopathic, over-the-counter
pharmaceutical products and supplements. JPI manufactures and distributes its products through two
wholly-owned Chinese subsidiaries, Yangbian Yiqiao Bio-Chemical Pharmacy Company Limited (YYB)
and Jiangxi Jiezhong Bio-Chemical Pharmacy Company Limited (JJB). JPI acquired the businesses
currently conducted by YYB and JJB in 2005 along with certain assets and liabilities of a
predecessor to JJB (JiangXi Shangrao KangDa Biochemical Pharmacy Co. Ltd). YYBs facilities are
located in Tuman City, Jilin Province, China and JJB is located in Shangrao, Jiangxi Province,
China. JPI currently manufactures and markets 48 products. Of these products, 24 are JJB branded
generic western drug formulations and there are 24 YYB branded Chinese traditional medicine and
nutritional products. JPI is also researching and developing other pharmaceutical products which will
require the approval of the Peoples Republic of China State Federal Drug Agency (SFDA).
Both JJB and YYB are wholly-foreign owned enterprises (WFOEs). WFOEs are limited liability
companies established under Chinese Company Law that are exclusively owned by foreign investors.
WFOEs are used to, among other things: enable local China based entities to carry on business in
China, rather than operate in a representative capacity; acquire land use certificates to own and
operate facilities in China; employ persons in China; hold intellectual property rights; protect
intellectual property and proprietary technology; and issue invoices to their customers in Renminbi
and record revenues in Renminbi, but convert the profits into U.S. dollars for distribution to
their parent company outside China. There are also potential disadvantages of operating as a WFOE,
including, but not limited to, unlimited liability claims arising from the operations in China and
potentially less favorable treatment from governmental agencies than would be afforded to those
entities operating with a Chinese partner.
We are in the process of establishing another series of entities, including another WFOE that
will manage and operate a chain of clinics to be known as JPGreen Health and Beauty Clinics
(JPGreen Clinics). The JPGreen Clinics will offer, in addition to a number of Esmond brand and
Jade brand generic pharmaceuticals, anti-aging injectibles and skin care products containing a
human placental solution named Goodnak. Initially, the JPGreen Clinics will be established in
Shanghai, China.
We also sell OEM products and test kits which are manufactured by others. Our products may be
used by hospital, clinical, research and forensic laboratories and doctors offices to obtain
precise and rapid identification of certain types of cancer and other diseases. Our proprietary
DR-70
®
test kit may be used to assist in the detection of at least 14 different types of
cancer, including: lung (small and non-small cell); stomach; breast; rectal; colon; and liver. As
DR-70
®
is a non-invasive blood test, there are no side effects to the administration of
our test. As with other cancer diagnostic products, false negative and false positive results could
pose a small risk to patient health if their physician is not vigilant in following up on the
DR-70
®
results with other modalities that are standard of care for these patients.
DR-70
®
is not yet available for sale in the United States (U.S.). Our
DR-70
®
test kit cannot be sold in the
U.S.
until we receive premarket approval
for the DR-70
®
from the
U.S.
Food and Drug Administration (USFDA)
.
We have submitted a 510(k) application to the USFDA to obtain premarket approval for the
DR-70
®
as a Class II regulated device and such application is currently under review by
the USFDA.
Our executive offices are located at 2492 Walnut Avenue, Suite 100, Tustin, California 92780,
telephone number (714) 505-4460. In September 2001, we registered our common stock under the
Securities Exchange Act of 1934 and listed on the American Stock Exchange under the symbol ADL. You
may review any of our public reports or information on file with the SEC at the SECs Public
Reference Room at 100 F Street N.E., Room 1580, Washington, D.C., 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or review our
reports at
http://www.sec.gov
or
http://www.amdlcorporate.com
. Information on, or
accessible through, our website is not incorporated into this prospectus unless this prospectus
specifically indicates otherwise.
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RISK FACTORS
This offering involves a high degree of risk. You should consider carefully the following
risk factors, as well as the other information contained in this prospectus and the documents
incorporated by reference into this prospectus, in evaluating an investment in our common stock.
Limited product development activities; our product development efforts may not result in
commercial products.
We intend to continue to pursue USFDA and SFDA approval of DR-70
®
and licensing of
our combination immunogene therapy technology. Due to limited cash resources, we are limited in
the number of additional products we can develop at this time. Successful cancer detection and
treatment product development is highly uncertain, and very few research and development projects
produce a commercial product. Product candidates like DR-70
®
or the combination
immunogene therapy technology that appear promising in the early phases of development, such as in
early animal or human clinical trials, may fail to reach the market for a number of reasons, such
as:
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the product candidate did not demonstrate acceptable clinical trial results
even though it demonstrated positive preclinical trial results;
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the product candidate was not effective in treating a specified condition or
illness;
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the product candidate had harmful side effects on humans;
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the necessary regulatory bodies, such as the USFDA or SFDA, did not approve our
product candidate for an intended use;
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the product candidate was not economical for us to manufacture and
commercialize; and
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the product candidate is not cost effective in light of existing therapeutics.
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Of course, there may be other factors that prevent us from marketing a product including, but
not limited to, our limited cash resources. We cannot guarantee we will be able to produce
commercially successful products. Further, clinical trial results are frequently susceptible to
varying interpretations by scientists, medical personnel, regulatory personnel, statisticians and
others, which may delay, limit or prevent further clinical development or regulatory approvals of a
product candidate. Also, the length of time that it takes for us to complete clinical trials and
obtain regulatory approval for product marketing may vary by product and by the intended use of a
product. We cannot predict the length of time to complete necessary clinical trials and obtain
regulatory approval.
Our
cash position as of March 20, 2008 of approximately $4,875,000 is not sufficient to
conduct significant clinical trials for DR-70
®
or to market our products internationally
by ourselves. With
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or without additional financing (or cash generated from our pharmaceutical operations in
China), we will likely engage outside distributors and license our products to others, although
there can be no assurances that our products can be successfully licensed.
Our operations in China involve significant risk.
JJB and YYB operate as WFOEs in China. Risks associated with operating as a WFOE include
unlimited liability for claims arising from operations in China and potentially less favorable
treatment from governmental agencies in China than JJB and YYB would receive if JJB and YYB
operated through a joint venture with a Chinese partner.
JJB and YYB are subject to the Pharmaceutical Administrative Law, which governs the licensing,
manufacture, marketing and distribution of pharmaceutical products in China and sets penalty
provisions for violations of provisions of the Pharmaceutical Administrative Law. Compliance with
changes in law may require us to incur additional expenditures which could have a material impact
on our consolidated financial position, results of operations and cash flows.
As in the case of JJB, the Chinese government has the right to annex or take facilities it
deems necessary. Currently, a portion of JJBs facility that produces large and small volume
parenteral solutions has been identified for annexation by the Chinese Military Department. JJB
has objected to the Chinese Military Departments annexation. The outcome of this event cannot be
predicted at this time, but if the Chinese government takes this facility, although we expect that
JJB will be compensated fairly for the facility, JJB will may have to spend significant time and
resources finding another location and restarting those operations in another area. In addition,
such new location may need to obtain GMP certification. Such annexation, or the threat of such
annexation, may negatively impact our results of operation and financial condition.
The value of the RMB fluctuates and is subject to changes in Chinas political and economic
conditions. Historically, the Chinese government has benchmarked the RMB exchange ratio against
the U.S. dollar, thereby mitigating the associated foreign currency exchange rate fluctuation risk;
however, no assurances can be given that the risks related to currency deviations of the RMB will
not increase in the future. Additionally, the RMB is not freely convertible into foreign currency
and all foreign exchange transactions must take place through authorized institutions.
We may not be able to continue to operate our business if we are unable to attract additional
operating capital.
The
current level of our revenues is not sufficient to finance all of our
intended operations on a
long-term basis. Currently, our operations do not produce sufficient cash to offset the cash drain
of the USFDA approval process for DR-70
®
and our other general operating and
administrative expenses. Accordingly, our business and operations are substantially dependent on
our ability to raise additional working capital to: (i) finance the costs of USFDA approval of
DR-70
®
in the U.S. and SFDA in China; (ii) supply additional working capital to JPI for
expansion of manufacturing capabilities for new and existing
products; and (iii) fund ongoing selling, general and administrative expenses of our business.
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As of December 31, 2007, we had warrants outstanding that are currently exercisable for up to
an aggregate of 4,528,668 shares of our common stock at a
weighted-average exercise price of $3.98
per share. Included within that amount are (i) warrants to purchase a total of 367,137 shares
(including broker warrants) which were issued at an average exercise price of $5.51 per share in
our December 2006 private placement, (ii) warrants to
purchase a total of 1,205,632 shares at an
average exercise price of $3.68 per share which were issued in April and May of 2007, and (iii)
warrants to purchase a total of 1,204,506 shares which were issued at an average exercise price of
$4.74 per share in our most recent private placement conducted in
November 2007. An additional 161,813 warrants were issued in
February 2008 in connection with a private placement. In addition, any future equity financing may involve substantial dilution to our stockholders.
At March 20, 2008, we had cash on hand of approximately $4,875,000 and cash is being depleted
at the rate of approximately $425,000 per month. Assuming (i) the current level of revenue from the
sale of DR-70
®
kits does not increase in the near future, (ii) we do not require new
cancer samples to satisfy the USFDA concerns on our pending 510(k) application, (iii) we do not
conduct any full scale clinical trials for DR-70
®
or our combination immunogene therapy
technology in the U.S. or China, (iv) JPI generates sufficient cash to meet or exceed its cash
requirements, and (v) no outstanding warrants are exercised, the amount of cash on hand is expected
to be sufficient to meet our projected operating expenses through March, 2009.
Our
independent registered public accounting firm has included a going concern paragraph in their report on our financial
statements.
While
our independent registered public accounting firm expressed an unqualified opinion on our
consolidated financial statements,
our independent auditors did include an explanatory paragraph indicating that there is substantial
doubt about our ability to continue as a going concern due to our working capital
deficit and continuing net losses.
Our ability to continue as an operating entity currently depends, in large measure, upon our
ability to generate additional capital resources. In light of this situation, it is not likely
that we will be able to raise equity. While we seek ways to continue to operate by securing
additional financing resources or alliances or other partnership agreements, we do not at this time
have any commitments or agreements that provide for additional capital resources. Our financial
condition and the going concern emphasis paragraph may also make it more difficult for us to
maintain existing customer relationships and to initiate and secure new customer relationships.
Our current products cannot be sold in certain countries if we do not obtain and maintain
regulatory approval.
We conduct research and clinical trials and we manufacture, distribute and market our products
for their approved indications. These activities are subject to extensive regulation by numerous
state and federal governmental authorities in the U.S., such as the USFDA and the Centers for
Medicare and Medicaid Services (formerly Health Care Financing Administration) and the SFDA in
China as well as by certain foreign countries, including some in the European Union. Currently, we
(or our distributors) are required in the U.S. and in foreign countries to obtain approval from
those countries regulatory authorities before we can market and sell our products in those
countries. Obtaining regulatory approval is costly and may take many years, and after it is
obtained, it remains costly to maintain. The USFDA and foreign regulatory agencies have
substantial discretion to terminate clinical trials, require additional testing, delay or withhold
registration and marketing approval and mandate product withdrawals. In addition, later discovery
of unknown problems with our products or manufacturing processes could result in restrictions on
such products and manufacturing processes, including potential withdrawal of the products from the
market. If regulatory authorities determine that we have violated regulations or if they restrict,
suspend or revoke our prior approvals, they could prohibit us from manufacturing or selling our
products until we comply, or indefinitely.
USFDA
approval for marketing
DR-70
®
is not assured.
On November 13, 2007, we received a letter of deficiency noting four areas of concern with our
pending 510(k) application for our DR-70
®
test kit and the application was put on hold
pending the USFDAs receipt of our response to the USFDAs concerns. We were granted an extension
to May 12, 2008 to respond in full. While we intend to revise our application to address the
USFDAs concerns, the USFDAs response to the revised application cannot be anticipated and no
assurances can be given that we will ever receive USFDA clearance for the commercial sale of
DR-70
®
in the U.S. Furthermore, if USFDA approval is granted, although the approval has
no expiration date, if we are found in violation, the USFDA may impose fines, terminate the
approval or seize our products, at its discretion. In addition,
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the loss of previously received approvals, or failure to comply with existing or future
regulatory requirements would have a material adverse effect on our business, financial condition
and results of operations.
Our future prospects will be negatively impacted if we are unsuccessful in pending litigation over
the combination immunogene therapy technology.
As noted above, we are engaged in litigation with AcuVector and with the Governors of the
University of Alberta over our combination immunogene therapy technology. Although theses cases
are still in the early stages of discovery, we believe they are without merit and that we will
receive a favorable judgment in both. However, if either AcuVector or the University is successful
in their claims, we may be liable for substantial damages, our rights to the technology will be
adversely affected, and our future prospects for exploiting or licensing the combination immunogene
therapy technology will be significantly impaired.
The value of intangible assets may not be equal to their carrying values.
One of our intangible assets includes the combination immunogene therapy technology, which we
acquired from Dr. Chang in August 2001. We also purchased certain intangible assets in our
acquisition of JPI. Whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable, we are required to evaluate the carrying value of such intangibles,
including the related amortization periods. Whenever events or changes in circumstances indicate
that the carrying value of an intangible asset may not be recoverable, we determine whether there
has been impairment by comparing the anticipated undiscounted cash flows from the operation and
eventual disposition of the product line with its carrying value. If the undiscounted cash flows
are less than the carrying value, the amount of the impairment, if any, will be determined by
comparing the carrying value of each intangible asset with its fair value. Fair value is generally
based on either a discounted cash flows analysis or market analysis. Future operating income is
based on various assumptions, including regulatory approvals, patents being granted, and the type
and nature of competing products.
Patent approval for eight original claims related to the combination immunogene therapy
technology was obtained in May 2004 and a continuation patent application was filed in 2004 for a
number of additional claims. No regulatory approval has been requested for our combination
immunogene therapy technology and we do not have the funds to conduct the clinical trials which
would be required to obtain regulatory approval for our combination immunogene therapy technology.
Accordingly, we are seeking a strategic partner to license the combination immunogene therapy
technology from us. If we cannot attract a large pharmaceutical company to license our combination
immunogene therapy technology and conduct the trials required to obtain regulatory approval, or if
regulatory approvals or patents are not obtained or are substantially delayed, or other competing
technologies are developed and obtain general market acceptance, or market conditions otherwise
change,
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our combination immunogene therapy and other intangible technology may have a substantially
reduced value, which could be material. As intangible assets represent a substantial portion of
assets in our consolidated balance sheet, any substantial deterioration of value would
significantly impact our reported consolidated financial position and our reported consolidated
operating results.
If our intellectual property positions are challenged, invalidated or circumvented, or if we fail
to prevail in future intellectual property litigation, our business could be adversely affected.
The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and
often involve complex legal, scientific and factual questions. To date, there has emerged no
consistent policy regarding breadth of claims allowed in such companies patents. Third parties
may challenge, invalidate or circumvent our patents and patent applications relating to our
products, product candidates and technologies. In addition, our patent positions might not protect
us against competitors with similar products or technologies because competing products or
technologies may not infringe our patents.
We face substantial competition, and others may discover, develop, acquire or commercialize
products before or more successfully than we do.
We operate in a highly competitive environment. Our products compete with other products or
treatments for diseases for which our products may be indicated. Additionally, some of our
competitors market products or are actively engaged in research and development in areas where we
are developing product candidates. Large pharmaceutical corporations have greater clinical,
research, regulatory and marketing resources than we do. In addition, some of our competitors may
have technical or competitive advantages over us for the development of technologies and processes.
These resources may make it difficult for us to compete with them to successfully discover,
develop and market new products.
Our U.S. operations have
limited sales of
DR-70
®
and are reliant on our distributors for sales of our
products.
Prior to the acquisition of JPI, virtually all of our operating revenues have come from sales
to two distributors in foreign countries of DR-70
®
kits and from sales to a few domestic
customers of our OEM products. For the year ended December 31, 2007, almost all of the revenue
related to our U.S. operations was derived from sales of DR-70
®
and our U.S. operations had only nominal sales of our OEM products.
Historically, our U.S. operations have not received any substantial orders from any of our customers or distributors
of DR-70
®
or our OEM products. Moreover, none of our distributors or customers are
contractually required to buy any specific number of DR-70
®
kits or OEM products from
us. Accordingly, based upon this fact, historical sales, and the uncertainty of USFDA approval for
sale of DR-70
®
in the U.S., any projection of future orders or sales of
DR-70
®
kits or OEM products is unreliable. In addition, the amount of DR-70
®
purchased
by our distributors or customers can be adversely affected by a number of factors, including their
budget cycles and the amount of funds available to them for product promotion and marketing.
JPI is reliant on its distributors for sales of its products.
Most of JPIs products are sold to distributors. JPIs distributors are not required to
purchase any minimum quantity of products; however, many of JPIs distribution agreements are
subject to termination and cancellation if minimum quantities of specified products are not
purchased by the distributors. JPI has never terminated any distributor for failure to meet the
minimum quantity sales targets.
We are subject to risks associated with our foreign distributors.
Our business strategy includes the continued dependence on foreign distributors for our
DR-70
®
product and local distributors in China for JPIs products. To date, we have not
been successful in generating a significant increase in sales for DR-70
®
through
distribution channels in existing markets or in developing distribution channels in new markets.
We are also subject to the risks associated with our distributors operations, including: (i)
fluctuations in currency exchange rates; (ii) compliance with local
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laws and other regulatory requirements; (iii) restrictions on the repatriation of funds; (iv)
inflationary conditions; (v) political and economic instability; (vi) war or other hostilities;
(vii) overlap of tax structures; and (viii) expropriation or nationalization of assets. The
inability to manage these and other risks effectively could adversely affect our business.
We do not intend to pay dividends on our common stock in the foreseeable future.
We currently intend to retain any earnings to support our growth strategy and do not
anticipate paying dividends in the foreseeable future.
If we fail to comply with the rules under the Sarbanes-Oxley Act related to accounting controls and
procedures or if material weaknesses or other deficiencies are discovered in our internal
accounting procedures, our stock price could decline significantly.
Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the
effectiveness of our internal controls over financial reporting
commencing December 31, 2007 and a report by our independent
registered public accounting firm addressing the effectiveness of our
internal control over financial reporting for the year ending
December 31, 2008.
Management has concluded that the
consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2007, and incorporated by reference into this prospectus, fairly present in all
material respects our financial condition, results in operations and cash flows for the period
ended December 31, 2007 in conformity with accounting principles generally accepted in the U.S.
We
have identified material weaknesses in our internal control over financial reporting and
other deficiencies as a result of our assessment of our internal
controls over financial reporting at December 31, 2007. As a result,
our investors could lose confidence in us, which could result in a
decline in our stock price.
We
are taking steps to remediate our material weaknesses. If we fail to achieve and maintain the adequacy of our internal controls, we may not be able
to ensure that we can conclude in the future that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective
internal controls, particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to helping prevent financial fraud. If we
cannot provide reliable financial reports or prevent fraud, our business and operating results
could be harmed, investors could
9
lose confidence in our reported financial information, and the trading price of our stock
could drop significantly. In addition, we cannot be certain that additional material weaknesses or
significant deficiencies in our internal controls will not be discovered in the future.
Loss of our listing on the American Stock Exchange could adversely affect the marketability and
price of our shares.
We are not currently in compliance with the standards for continued listing on AMEX, although
AMEX has not yet taken any action to delist our securities. Unless we meet the standards for
continued listing, AMEX could at any time (i) commence a proceeding to delist our securities or
(ii) include us in the list of companies that are not in compliance with AMEXs continued listing
standards and require that the indicator .BC be added as an extension to our symbol which will be
transmitted with any quotation or trade of our shares. In June 2006, we submitted a plan to become
compliant with AMEXs continued listing standards which plan included the acquisition of JPI. The
JPI acquisition closed on September 28, 2006. On November 10, 2006 AMEX advised us that the plan
period would remain open until we have been able to demonstrate compliance with the continued
listing standards for two consecutive fiscal quarters. As of the date hereof, AMEX has not yet
issued its final letter stating that we are in compliance with the Continued Listing Standards.
Delisting from AMEX may impact our ability to raise capital in the future. The loss of listing on
AMEX could adversely affect the marketability and/or price of our shares because some brokers and
other traders might refrain from purchasing or trading our shares if we were delisted or if they
perceived that a delisting might occur in the near future. Additionally, delisting from AMEX may
adversely impact our ability to raise capital in the future.
Our stock price is volatile, which could adversely affect your investment.
Our stock price, like that of other international bio-pharma cancer diagnostic and treatment
companies, is highly volatile. Our stock price may be affected by such factors as:
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clinical trial results;
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product development announcements by us or our competitors;
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regulatory matters;
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announcements in the scientific and research community;
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intellectual property and legal matters;
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broader industry and market trends unrelated to our performance;
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economic markets in Asia; and
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competition in local Chinese markets where we sell JPIs product.
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In addition, if our revenues or operating results in any period fail to meet the investment
communitys expectations, there could be an immediate adverse impact on our stock price.
We have limited product liability insurance.
We currently produce products for clinical studies and for investigational purposes. We are
producing our products in commercial sale quantities, which will increase as we receive various
regulatory approvals in the future. There can be no assurance, however, that users will not claim
that effects other than those intended may result from our products, including, but not limited to
claims alleged to be related to incorrect diagnoses leading to improper or lack of treatment in
reliance on test results. In the event that liability claims arise out of allegations of defects
in the design or manufacture of our products, one or more claims for damages may require the
expenditure of funds in defense of such claims or one or more substantial awards of damages against
us, and may have a material adverse effect on us by reason of our inability to defend against or
pay such claims. We carry product liability insurance
10
for any such claims, but only in an amount equal to $2,000,000 per occurrence, and $2,000,000
aggregate liability, which may be insufficient to cover all claims that may be made against us.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of common stock by any selling stockholder.
We will receive gross proceeds of up to approximately $6,476,000 from the exercise of the warrants
to purchase 1,366,319 shares of our common stock if and when the warrants held by the selling
stockholders are exercised. We intend to use the proceeds from the exercise of the warrants for
our general working capital needs. There can be no assurance that all, or any, of the warrants
will be exercised. Neither the issuance of the common stock to the selling stockholders upon the
exercise of the warrants nor the transfer of the warrants is part of this offering.
DETERMINATION OF OFFERING PRICE
This offering is being made solely to allow the selling stockholders to offer and sell shares
of our common stock to the public. The selling stockholders may offer for resale some or all of
their shares at the time and price that they choose. On any given day, the price per share is
likely to be based on the bid price for our common stock, as quoted on the American Stock Exchange
on the date of sale, unless shares are sold in private transactions. Consequently, we cannot
currently make a determination of the price at which shares offered for resale pursuant to this
prospectus may be sold.
SELLING STOCKHOLDERS
This prospectus relates to the offering and sale, from time to time, of up to 4,345,257 shares
of our common stock by the stockholders named in the table below. All of the selling stockholders
named below acquired their shares of our common stock and warrants directly from us in private
transactions.
The following table sets forth certain information known to us, as of April 3, 2008, and
as adjusted to reflect the sale of the shares offered hereby, with respect to the beneficial
ownership of common stock by the selling stockholders. The selling stockholders may sell all or
some of the shares of common stock they are offering, and may sell shares of our common stock
otherwise than pursuant to this prospectus. It also assumes that each of the stockholders who have
warrants exercises all of such warrants and sells all of the shares issued upon exercise thereof.
The table below assumes that the selling stockholders sell all of the shares offered by them in
offerings pursuant to this prospectus, and neither dispose of nor acquire any additional shares.
We are unable to determine the exact number of shares that will actually be sold or when or if
these sales will occur.
11
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Shares beneficially
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owned as of
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Number of
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Shares beneficially
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April 3, 2008
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shares being
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owned after offering
(1)
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Name of beneficial owner
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Number
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Percentage
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Offered
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Number
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Percentage
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Alpha Capital Anstalt
(2)
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361,211
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2.0
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%
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242,718
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118,493
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*
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Gemini Master Fund Ltd.
(3)
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544,484
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3.4
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%
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240,000
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304,484
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1.9
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%
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Eisenberger Investments
(4)
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65,946
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*
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33,750
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32,196
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*
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David Herzog
(5)
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77,500
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*
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52,500
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25,000
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*
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David Herzog HPB, Inc.
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48,750
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*
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48,750
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0
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0
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Cranshire Capital, LP
(6)
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169,047
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1.1
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%
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150,000
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19,047
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*
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El Coronado Holdings, LLC
(7)
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187,500
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1.27
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%
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187,500
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0
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0
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MAC & CO
(8)
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242,720
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1.5
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%
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242,720
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0
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0
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MidSouth Investor Fund LP
(9)
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242,720
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1.5
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%
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242,720
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0
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0
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Heidtke 401(k) Profit Sharing Plan and
Trust
(10)
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12,137
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*
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12,137
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0
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0
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Lyman O. Heidtke
(11)
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48,543
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*
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48,543
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0
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0
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Momona, LLC
(12)
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72,814
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*
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72,814
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0
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0
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Alder Offshore Mansterfund LP
(13)
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136,500
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*
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136,500
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0
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0
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Alder Capital Partners I, LP
(14)
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352,500
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2.2
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%
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352,500
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0
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0
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John Connors
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22,500
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*
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22,500
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0
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0
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BH Capital Investments LP
(15)
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52,500
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*
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52,500
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0
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0
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Excalibur Small-Cap Opportunities LP
(16)
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193,500
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1.2
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%
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193,500
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0
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0
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Credit Suisse Client Nominees (UK) Limited FBO RAB
Special Situations (Master) Fund
Limited
(17)
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1,080,811
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6.7
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%
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242,718
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838,093
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5.2
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%
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Whalehaven Capital Fund Limited
(18)
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194,175
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1.2
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%
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194,175
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0
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0
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Chestnut Ridge Partners, LP
(19)
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242,718
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1.5
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%
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242,718
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0
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0
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Boston Financial Partners
(20)
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509,301
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3.2
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%
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75,000
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434,301
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2.7
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%
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First International Capital Group, Ltd.
(21)
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644,480
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4.1
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%
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250,000
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394,480
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2.5
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%
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Madden Consulting, Inc.
(22)
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50,000
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*
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50,000
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0
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0
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LWP1, Inc.
(23)
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300,000
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1.9
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%
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300,000
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0
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0
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GreenBridge Capital Partners IV, LLC
(24)
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485,439
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3.3
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%
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485,439
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0
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0
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Brighton Capital
(25)
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19,450
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*
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19,450
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0
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0
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Galileo Asset Management, S.A.
(26)
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334,757
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2.1
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%
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107,171
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227,586
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1.4
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%
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Spencer Clarke, LLC
(27)
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28,160
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*
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28,160
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0
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0
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Ariel Imas
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9,387
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*
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9,387
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0
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0
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Braden Anthony Ferrari
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9,387
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*
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9,387
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0
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0
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12
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*
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Less than 1%
|
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(1)
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Assumes all shares offered hereby are sold.
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(2)
|
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Konrad Ackerman, Director, has sole voting and investment power with respect to
these shares. Includes warrants to purchase 118,493 shares of common stock previously issued
and outstanding.
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(3)
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Gemini Strategies, LLC is the investment manager of Gemini Master Fund, Ltd. and Mr.
Steven Winters is the sole managing member of Gemini Strategies, LLC. Each of Gemini
Strategies, LLC and Mr. Winters disclaims any equitable or beneficial ownership of such
securities. Includes warrants to purchase 166,356 shares of common stock previously issued
and outstanding held by Gemini Master Fund Ltd. and warrants to purchase 138,128 shares held
by Gemini Strategies, LLC.
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(4)
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Stuart Eisenberger, sole owner, has sole investment and voting power over these
shares. Includes warrants to purchase 32,196 shares of common stock previously issued and
outstanding.
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(5)
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Includes warrants to purchase 25,000 shares of common stock previously issued and
outstanding, but does not include any shares owned by David Herzog HPB, Inc. David Herzog has
sole investment and voting power over these shares.
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(6)
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Mitchell R. Kopin, President of Downsview Capital, Inc., the General Partner of
Cranshire Capital, L.P. has sole voting and investment control with respect to these shares.
Includes warrants to purchase 19,047 shares of common stock previously issued and outstanding.
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(7)
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Josiah T. Austin, Managing Member, has sole voting and investment power with respect
to these shares.
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(8)
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Nominee for The Gabelli Healthcare & Wellness RX Trust, a U.S. closed-end mutual
fund (business trust).
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(9)
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Lyman O. Heidtke, General Partner, has sole voting and investment power with respect
to these shares. Does not include any shares held by the Heidtke 401(k) Profit Sharing Plan
and Trust or Lyman O. Heidtke, individually.
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(10)
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Lyman O. Heidtke, Trustee, has sole voting and investment power with respect to
these shares. Does not include any shares held by MidSouth Investor Fund LP or Lyman O.
Heidtke, individually.
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(11)
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Excludes shares held by MidSouth Investor Fund LP and Heidtke 401(k) Profit Sharing
Plan & Trust.
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(12)
|
|
Arte Rabinowitz, Director and President, has sole voting and investment power with
respect to these shares.
|
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(13)
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|
Michael Licosati, President of Alder Capital LLC, has sole voting and investment
power with respect to these shares.
|
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(14)
|
|
Michael Licosati, President of Alder Capital LLC, has sole voting and investment
power with respect to these shares.
|
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(15)
|
|
Henry Brachfeld, President of BH Capital Investments, LP, has sole voting and
investment power with respect to these shares.
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(16)
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William Hecter, President of the General Partner, has sole voting and investment
power with respect to these shares.
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(17)
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|
Philip Richards, principal of RAB Special Situations (Master) Fund Limited, has
voting and investment power with respect to these shares. Includes 476,190 shares of common
stock and warrants to purchase 361,903 shares of common stock previously issued and
outstanding.
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(18)
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Michael Finkelstein, Investment Manager, Arthur Jones, Director, Trevor Williams,
Director, and Marco Westfield, Director, have voting an investment control with respect to
these shares.
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13
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(19)
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Kenneth Pasternak, the Managing Member of the General Partner of Chestnut Ridge
Partners, LP, has sole voting and investment control with respect to these shares.
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(20)
|
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Thomas Brazil, President and beneficial owner, has sole investment power with
respect to these shares. Includes 386,600 shares of common stock and warrants to purchase an
aggregate of 115,701 shares of common stock previously issued and outstanding.
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(21)
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Mr. Benjamin Levi, attorney and beneficial owner, has sole voting and investment
power with respect to these shares. Includes an aggregate of 494,480 shares previously issued
and outstanding.
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(22)
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Thomas Madden, President and Owner, has sole voting and investment power with
respect to these shares.
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(23)
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Jamie Lissette, President and Owner, has sole voting and investment power with
respect to these shares.
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(24)
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|
Cory P. Schlossmann, managing member, and Joseph Kowal, Member, have voting and
investment power with respect to these shares.
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(25)
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Jeffrey Wolin, Owner, has sole voting and investment power with respect to these
shares.
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(26)
|
|
Marie-Christine Wright, Director and beneficial owner, has sole voting and
investment power with respect to these shares. Includes previously issued and outstanding
warrants to purchase 227,586 shares of common stock.
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(27)
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Reid Drescher, President and CEO, has sole voting and investment power with respect
to these shares.
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In our most recent private offering, two of the selling shareholders listed above, Galileo
Asset Management, S. A. (and their designees) and Spencer Clarke, LLC (and their designees), acted
as our placement agents for the private placement in November 2007, for which they or their
assignees received, in addition to cash compensation equal to 10% of the purchase price of our
securities sold by them, collectively warrants to purchase an aggregate of 200,751 shares of our
common stock. They will also receive a cash commission of 6% percent upon exercise of the warrants
issued to the purchasers in that private placement. Galileo Asset Management, S.A. and Spencer
Clarke, LLC also received a non-accountable expense allowance of $75,000 each in the offering.
Galileo Asset Management, S.A. has also acted as a placement agent in a number of prior offerings
of our securities. Except as otherwise indicated above or in the footnotes to the table, the
selling stockholders have not held any position or office or had any material relationship with us
or any of our subsidiaries within the past three years and the selling stockholders possess sole
voting and investment power with respect to the shares shown.
The selling stockholders will sell their shares in one or more market transactions on the
American Stock Exchange or in privately negotiated transactions at standard terms, including
commissions at market rates for similar transactions.
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time to time by the selling
stockholders. Each selling stockholder will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Each selling stockholder may sell the shares
being offered hereby (i) on the American Stock Exchange, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price or (ii) in private sales at
negotiated prices or by a combination of such methods of sale.
Any broker-dealer participating in such transactions as agent may receive commissions from
each selling stockholder (and, if acting as agent for the purchaser of such shares, from such
purchaser). Usual and customary brokerage fees will be paid by each selling stockholder.
Broker-dealers may agree with each selling stockholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for each selling stockholder, to purchase as principal any unsold shares at the price
required to fulfill the broker-dealer commitment to each selling
14
stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the nature described
above) on the American Stock Exchange, in negotiated transactions or by a combination of such
methods of sale or otherwise at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
Each selling stockholder and any underwriter, dealer or agent who participates in the
distribution of such shares may be deemed to be underwriters under the Securities Act of 1933,
and any discount, commission or concession received by such persons might be deemed to be an
underwriting discount or commission. Each selling stockholder may indemnify any broker-dealer who
participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon by Bryan Cave
LLP, Irvine, California.
EXPERTS
The consolidated financial statements as of December 31, 2007 and 2006 and for each of the three years in
the period ended December 31, 2007 incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2007 and 2006 have been audited
by KMJ Corbin & Company LLP, an independent registered public accounting firm, as stated in their
report (which report expresses an unqualified opinion and includes explanatory paragraphs relating
to our adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based
Payment, and the substantial doubt about our ability to continue as a going concern),
which is incorporated herein by reference, and has been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
AVAILABLE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other documents with the
SEC. You may read and copy any document we file at the SECs public reference room at: 100 F
Street N.E., Room 1580, Washington, DC 20549. You should call (202) 551-8090 for more information
on the public reference room. The SEC maintains an internet site at
http://www.sec.gov
where
certain reports, proxy and information statements, and other information regarding issuers
(including AMDL) may be found. In addition, such material concerning us may be inspected at the
offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006.
This prospectus is part of a registration statement filed with the SEC. The registration
statement contains more information than this prospectus regarding us and our common stock,
including certain exhibits filed. You can get a copy of the registration statement from the SEC at
the address listed above or from the SECs internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate into this prospectus information we file with it in other
documents. This means that we can disclose important information to you by referring to other
documents that contain that information. The information incorporated by reference is considered
to be part of this prospectus, and information we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information contained in this prospectus,
and all
15
future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering of these shares (File No. 1-16695):
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|
|
Registrants Annual Report on Form 10-K for the year
ended December 31, 2007, filed March 31, 2008;
|
|
|
|
|
Registrants Current Report on Form 8-K filed
March 7, 2008 and portions of Registrants Current Report on Form 8-K filed April 3, 2008;
and
|
|
|
|
|
|
The description of the Registrants common stock contained in its Registration
Statement on Form 8-A filed September 21, 2001.
|
We will provide without charge to each person, including any beneficial owner of common stock,
to whom this prospectus is delivered, upon the written or oral request of such person, a copy of
any and all of the documents that have been incorporated by reference in this prospectus (not
including exhibits to such documents unless such exhibits are specifically incorporated by
reference therein). Requests should be directed to: AMDL, Inc., 2492 Walnut Avenue, Suite 100,
Tustin, California 92780-7039, Attention: Gary L. Dreher, Chief Executive Officer, Telephone (714)
505-4460.
16
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Itemized Statement of Expenses.
The table below sets forth the estimated expenses (except the SEC registration fee, which is
an actual expense) in connection with the offer and sale of the shares of common stock of the
registrant covered by this Registration Statement.
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SEC Registration Fee
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$
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543
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Legal Fees and Expenses
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15,000
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Accounting Fees and Expenses
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10,000
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Printing Fees and Expenses
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2,000
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Miscellaneous
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457
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Total
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$
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28,000
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Item 15. Indemnification of Directors and Officers.
Delaware law and AMDLs Certificate of Incorporation and Bylaws provide that AMDL shall, under
certain circumstances and subject to certain limitations, indemnify any director, officer, employee
or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the
former or present official capacity of the person, against judgments, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding if certain statutory
standards are met. Any such person is also entitled, subject to certain limitations, to payment or
reimbursement of reasonable expenses in advance of the final disposition of the proceeding.
Proceeding means a threatened, pending or completed civil, criminal, administrative, arbitration
or investigative proceeding, including one by or in the right of the corporation.
AMDLs directors, officers, agents and employees are entitled to indemnification by each of
the selling stockholders against any losses arising out of or based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in this registration statement and
the prospectus contained herein made in reliance upon written information furnished to AMDL by such
selling stockholder for use in this registration statement or the prospectus.
AMDL has also entered into indemnification agreements with its directors whereby AMDL has
agreed to indemnify and hold them harmless from and against any claims, liability, damages or
expenses incurred by them in or arising out of their status, capacities and activities with respect
to AMDL to the maximum extent permitted by Delaware law. AMDL believes that these agreements are
necessary to attract and retain qualified persons as directors and executive officers.
AMDL also maintains a directors and officers insurance policy with aggregate limits of
$2,000,000 pursuant to which our directors and officers are insured against liability for certain
actions in their capacity as directors and officers.
Item 16. Exhibits.
The exhibits to this Registration Statement are listed in the Index to Exhibits included
elsewhere in this Registration Statement.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
II-1
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(1)
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To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
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provided, however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do
not apply if the registration statements is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tustin, State of California
on April 7, 2008.
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AMDL, INC.
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By:
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/s/ Gary L. Dreher
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Gary L. Dreher, President
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities on
April 7, 2008.
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Signature
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Title
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/s/ Gary L. Dreher
GARY L. DREHER
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President, Chief Executive Officer and
Director (Principal Executive Officer)
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/s/ Akio Ariura
AKIO ARIURA
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Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
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/s/ *
DOUGLAS C. MACLELLAN
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Director
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Director
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Director
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/s/ *
WILLIAM M. THOMPSON III
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Director
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*By:
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/s/ Gary L. Dreher
Gary L. Dreher
(Attorney-in-fact for
each person indicated)
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II-3
INDEX TO EXHIBITS
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Exhibit
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5.1
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*Opinion and Consent of Bryan Cave LLP
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23.1
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*Consent of Bryan Cave LLP (included within Exhibit 5.1)
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23.2
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*Consent of KMJ Corbin & Company LLP
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24.1
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+Power of Attorney (included on the signature page of this Registration Statement)
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*
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Filed herewith
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+
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Previously Filed
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II-4
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