and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted pursuant
to, the other subsections of this section shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such persons
official capacity and as to action in another capacity while holding such
office.
(g) A
corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
persons status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For
purposes of this section, references to the corporation shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For
purposes of this section, references to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes assessed
on a person with respect to any employee benefit plan; and references to
serving at the request of the corporation shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner not opposed to the best
interests of the corporation as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporations obligation to advance expenses (including attorneys
fees).
We
intend to indemnify our officers and directors to the extent permitted by the
Delaware General Corporation Law.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 25. Other Expenses of Issuance and
Distribution
The
following is an itemization of all expenses (subject to future contingencies)
incurred or expected to be incurred by us in connection with the issuance and
distribution of the securities being offered hereby, excluding the underwriters
discounts and commissions (items marked with an asterisk (*) represent
estimated expenses):
II-2
|
|
|
|
SEC
Registration Fee
|
|
$
|
244.45
|
Legal Fees
and Expenses*
|
|
|
25,000.00
|
Blue Sky
Fees (including counsel fees)*
|
|
|
5,000.00
|
NASDR Filing
Fees
|
|
|
1,297.00
|
Accounting Fees
and Expenses*
|
|
|
20,000.00
|
Transfer
Agent and Registrar Fees*
|
|
|
1,000.00
|
Printing and
Engraving Expenses*
|
|
|
3,000.00
|
Miscellaneous*
|
|
|
6,958.55
|
|
Total
|
|
$
|
62,500.00
|
Item 26. Recent
Sales of Unregistered Securities
Set
forth below in chronological order is information regarding the numbers of
shares of capital stock sold by us, the number of options and warrants issued
by us, and the principal amount of debt instruments issued by us since
February 1, 2005, the consideration received by us for such
shares, options and debt instruments and information relating to the section
of the Securities Act or rule of the Securities and Exchange Commission under
which exemption from registration was claimed. None of these securities was registered
under the Securities Act. Except as otherwise indicated, no sales of securities
involved the use of underwriters and no commissions were paid in connection
with the sale of any securities.
Each
of such transactions was exempt from registration under the Securities Act by
virtue of the provisions of Section 4(2) and/or Section 3(b) of the Securities
Act. Each purchaser of the securities described below has represented that
he/she/it understands that the securities acquired may not be sold or otherwise
transferred absent registration under the Securities Act or the availability of
an exemption from the registration requirements of the Securities Act, and each
certificate evidencing the securities owned by each purchaser bears or will
bear upon issuance a legend to that effect.
The
information below gives affect to all stock splits, reverse stock splits and
stock dividends to date.
In June 2005 we granted options to purchase up to 50,000 shares of our common stock at an exercise price of $1.15 per share, to each of the following: Shmuel Levi, Yair Aloni, Jean-Pierre
Elisha Martinez and Lior Soussan-Gutman.
In June 2005 we granted options to purchase up to 100,000 shares of our common stock at an exercise price of $1.15 per share to an employee. These options were forfeited during 2005 due to
the employee resignation.
In June 2005 we granted options to purchase up to 50,000 shares of our common stock at an exercise price of $1.15 per share to each of three members of our Scientific Advisory Board
(
SAB
). The options granted to one of the three SAB members were forfeited during 2006 due to the member's resignation.
On October 6, 2005 we granted options to purchase up to 350,000 shares of our common stock at an exercise price of $0.93 to Chaime Orlev. These options were subsequently cancelled on May
17, 2007.
On October 20, 2005 we granted options to purchase up to 30,000 shares of our common stock at an exercise price of $1.35 to an employee. These options were subsequently cancelled on May 17,
2007.
On October 31, 2005, we entered into a subscription agreement for the sale of 666,666 units at a purchase price of $0.75 per unit for a total consideration of $500,000. Each unit
consisted of one share of our common stock and a warrant to purchase half a share of our common stock, exercisable for three years, at an exercise price of $1.00 per share. Subsequently, on February 27, 2007, the exercise price of the warrants
was reduced to $0.55 per share. This transaction was made in reliance on the exemption from the registration requirements provided in Regulation S under the Securities Act. In connection with the subscription agreement, we paid a $50,000
cash fee to a third party which assisted in securing the agreement and we issued a three year warrant to acquire 66,666 shares of our common stock at $1.50 per share.
On December 20, 2005, we entered into a subscription agreement for the sale of 1,333,334 units at a purchase price of $0.75 per unit for a total consideration of $1,000,000. Each unit
consisted of one share of our common stock and a warrant to purchase one share of common stock exercisable for three years at an exercise price of $1.20 per share. Subsequently, on February 27, 2007, the exercise price of the warrants was
reduced to $0.55 per share. The purchaser was an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act. This transaction was made in reliance on the exemption from the registration requirements
provided in Section 4(2) of the Securities Act and Regulation D thereunder. In connection with the subscription agreement we paid a $100,000 cash fee to third parties who assisted in securing the agreement, as well as issued warrants to purchase
133,332 shares of common stock exercisable for three years. Warrants exercisable for 66,666 shares of common stock are exercisable at $1.25 per share, and warrants exercisable for 66,666 shares of common stock are exercisable at $1.50 per
share.
On December 20, 2005, we entered into a subscription agreement for the sale of 222,222 units at a purchase price of $0.90 per unit for a total consideration of $200,000. Each unit
consisted of one share of our common stock and a warrant to purchase half a share of common
II-3
stock exercisable for three years at
an exercise price of $1.15 per share. This transaction was made in reliance
on the exemption from the registration requirements provided in Regulation
S under the Securities Act.
On
December 21, 2005 we granted options to purchase up to 250,000 shares of
our common stock at an exercise price of $1.34 to an employee. These
options were subsequently cancelled on May 17, 2007.
On
January 12, 2006 we granted options to purchase up to 50,000 shares of our
common stock at an exercise price of $1.10 to an employee.
On
March 15, 2006 we granted options to purchase up to 50,000 shares of our
common stock at an exercise price of $1.37 to Josef Neuhaus. These options
were subsequently cancelled on May 17, 2007.
On
April 17, 2006 we granted options to purchase up to 1,400,000 shares of our
common stock at an exercise price of $1.29 to Patrick Schnegelsberg.
These options were subsequently cancelled on May 17, 2007.
On
May 4, 2006 we granted options to purchase up to 100,000 shares of our common
stock at an exercise price of $1.29 to each of the following: Shmuel
Levi, Yair Aloni, Jean-Pierre Elisha Martinez, Lior Soussan-Gutman and Josef
Neuhaus. These options were subsequently cancelled on May 17, 2007.
On
October 12, 2006, we granted options to purchase up to 50,000 shares of our
common stock at an exercise price of $0.65 to a then new member of our
Scientific Advisory Board.
On
October 18, 2006 we entered into a Strategic Alliance Agreement with UTEK
Corporation (
UTEK
),
pursuant to which UTEK would assist us in identifying technology acquisition
opportunities. As consideration for the services being provided to us by
UTEK, we issued UTEK an aggregate of 171,432 shares of our common stock which
vested in 12 equal monthly installments of 14,286 shares each.
On
November 13, 2006, we granted options to purchase up to 150,000 shares of
our common stock under our 2004 Stock Option Plan at an exercise price of $0.45
to each of Steven Katz and Albert Passner, our then two new additions to
our board of directors.
On
December 5, 2006, we granted options to purchase up to 50,000 shares of our
common stock under our 2004 Stock Option Plan at an exercise price of $0.50
to a then new member of our Scientific Advisory Board.
On
January 30, 2007, we granted warrants to purchase 434,783 shares of our common
stock exercisable for five years at an exercise price of $0.45 to our
regulatory consultant.
On
February 15, 2007, we granted options to purchase up to 100,000 shares of
our common stock under our 2004 Stock Option Plan at an exercise price of $0.45
to an employee.
On
February 26, 2007, we granted options to purchase 2,340,000 shares of our
common stock at an exercise price of $0.53 to our directors, officers,
employees and consultants. Of the
II-4
options granted, 865,000 were granted
under the 2004 Stock Option Plan and 1,475,000 were granted under the 2007
Stock Option Plan.
On
February 27, 2007, we completed a private placement for the sale of 16,250,000
units at a purchase price of $0.40 per unit, for total consideration
of $6,500,000. Each unit consisted of one share of common stock and one
share purchase warrant. Each warrant entitles the holder to purchase one
share of common stock for a period of five years at an exercise price of $0.48
per share. In connection with the private placement, T.R. Winston & Company,
LLC acted as placement agent and received aggregate commissions of $487,500.
On
March 22, 2007, we granted warrants to purchase 350,000 shares of our common
stock exercisable for five years at an exercise price of $0.53 to a consultant.
On
May 15, 2007, we prepaid the principal amount of a convertible note issued
on November 20, 2006, in the amount of $350,000. The accumulated interest
on the principal amount, in the amount of $13,501, was converted into
33,753 shares of our common stock.
On
May 17, 2007, we granted options to purchase 2,790,000 shares of our common
stock under the 2007 Stock Option Plan at an exercise price of $0.61
to our directors, officers and employees. These options were issued upon
the surrender and cancellation by each of such directors, officers and employees
of options, exercisable for an aggregate of 2,780,000 shares of our common
stock at exercise prices ranging from $0.93 to
$1.37, which were granted previously.
On
May 17, 2007, we granted options to purchase 20,000 of our common stock under
the 2007 Stock Option Plan to an employee at an exercise price of $0.61
per share.
On
June 1, 2007, we entered into a services agreement with ROI Group, LLC, pursuant
to which we issued them 50,000 shares of our common stock and consulting
warrants exercisable for an aggregate of 62,500 shares of common stock at
an exercise price of $0.75 which vested on August 31, 2007, 62,500 shares
of common stock at an exercise price of $0.90 which vested on November
30, 2007, 62,500 shares of common stock at an exercise price of $1.10
which vest on February 28, 2008 and 62,500 shares of common stock at an exercise
price of $1.25 which vest on May 31, 2008. The warrants are exercisable
from their respective date of vesting through February 27, 2014.
On
October 30, 2007 we granted to a new director options to purchase a total
of 225,000 shares of our common stock under the 2007 Stock Option Plan at
an exercise price of $0.41 per share.
On
December 13, 2007, we entered into a Share Purchase Agreement (the
Share
Purchase Agreement
) made as of
November 26, 2007 with ARP BioMed, Ltd. (
ARP
).
In connection with the Share Purchase Agreement, we agreed to issue to ARP,
at closing, 2,697,535 shares of its common stock, a warrant to acquire 1,123,973
shares of its common stock and an additional warrant to acquire 449,589 shares
of its common stock. Both warrants are exercisable for five years at an exercise
price equal to the average last sales price of our common stock during the
sixty trading days prior to November 26, 2007. The warrants are subject to
adjustment for, among other things, stock splits, stock dividends, distributions
and reclassifications. In the case of the warrant to acquire 1,123,973 shares,
if there is a change of control (as defined therein), then subject to certain
restrictions, the warrant shall be deemed exercised in full and no exercise
price shall be payable by the holder.
II-5
On
December 23, 2007, our subsidiary, GammaCan Ltd., entered into an Amendment
of the Research and Licensing Agreement (the
Amendment
)
with Tel HaShomer-Medical Research Infrastructure and Services LTD.
(
THM
)
originally entered into on December 13, 2005 (the
Research and Licensing Agreement
).
On February 11, 2008, the Amendment was amended and restated to make immaterial
changes thereto. In connection with the Amendment, we issued to THM a five
year warrant to acquire 500,000 shares of our common stock exercisable, commencing
December 31, 2008, at $0.40 per share. In addition, within 30 days of the
acceptance by the FDA of each new IND application that results from work pursuant
to a research project (excluding INDs pertaining to VitiGam), we will
issue to THM a warrant to acquire 250,000 shares of our common stock at an
exercise price equal to the closing price of our common stock on the date of
issuance of such warrant. The warrants are subject to adjustment for, among
other things, stock splits, stock dividends, distributions and reclassifications.
Item 27. Exhibits
(a)
The following exhibits are filed herewith:
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation,
incorporated by reference to the Registration Statement on Form 10-SB
filed with the Commission on June 4, 2001.
|
|
3.2
|
|
Certificate of Amendment
to Certificate of Incorporation dated May 28, 2004 incorporated by
reference to Current Report on Form 8-K filed with the Commission on
June 8, 2004.
|
|
3.3
|
|
Certificate of Amendment
to Certificate of Incorporation dated August 19, 2004 incorporated
by reference to Current Report on Form 8-K filed with the Commission
on August 27, 2004.
|
|
3.4
|
|
Certificate of Amendment
to Certificate of Incorporation dated December 27, 2007 incorporated
by reference to the Annual Report on Form 10-KSB filed with the Commission
on December 28, 2008.
|
|
3.5
|
|
By-Laws, incorporated
by reference to the Registration Statement on Form 10-SB filed with
the Commission on June 4, 2001.
|
|
4.1
|
|
2004 Employees and
Consultants Stock Compensation Plan, incorporated by reference to Current
Report on Form 8-K filed with the Commission on September 1, 2004.
|
|
4.2
|
|
2007 Global Share
Option Plan incorporated by reference to the Annual Report on Form
10-KSB filed with the Commission on December 28, 2008.
|
|
5.1
|
|
Opinion of Reitler
Brown & Rosenblatt LLC incorporated by reference to Amendment No.
1 of the Registration Statement on Form SB-2 filed with the Commission
on May 29, 2007.
|
|
10.1
|
|
Sale of Intellectual
Property Agreement dated as of June 11, 2004 between GammaCan, Ltd.
and ARP Biomed, Ltd., incorporated by reference to Current Report on
Form 8-K filed with the Commission on June 22, 2004.
|
|
10.2
|
|
Services Agreement
dated August 17, 2004 between GammaCan, Ltd. and Prof. Yehuda Shoenfeld,
M.D., incorporated by reference to Current Report on Form 8-K filed
with the Commission on September 1, 2004.
|
|
10.3
|
|
Consulting agreement
between GammaCan Ltd. and PBD Ltd., dated as of November 4, 2004, incorporated
by reference to Form 8-K dated as of November 4, 2004
|
|
10.4
|
|
Employment Agreement
between GammaCan, Ltd. and Vered Caplan, dated as of June 21, 2005,
incorporated by reference to Current Report on Form 8-K filed with
the Commission on June 27, 2005.
|
|
II-6
10.5
|
Employment Agreement
between GammaCan, Ltd. and Chaime Orlev, dated as of September 6, 2005,
incorporated by reference to Current Report on Form 8-K filed with
the Commission on September 12, 2005.
|
|
10.6
|
Research and Licensing
Agreement dated December 13, 2005 between Gammacan Ltd and Tel Hashomer
Medical Research Infrastructure and Services Ltd., incorporated by
reference to Current Report on Form 8-K filed with the Commission on
December 19, 2005.
|
|
10.7
|
Employment Agreement
between GammaCan, Ltd. and Patrick Schnegelsberg, dated as of April
16, 2006, incorporated by reference to Current Report on Form 8-K filed
with the Commission on April 19, 2006.
|
|
10.9
|
8% Convertible Promissory
Note issued November 20, 2006 incorporated by reference to Current
Report on Form 8-K filed with the Commission on November 22, 2006.
|
|
10.10
|
Form of Securities
Purchase Agreement from the private placement that closed on February
27, 2007 incorporated by reference to Current Report on Form 8-K filed
with the Commission on March 1, 2007.
|
|
10.11
|
Form of Stock Purchase
Warrant from the private placement that closed on February 27, 2007
incorporated by reference to Current Report on Form 8-K filed with
the Commission on March 1, 2007.
|
|
10.12
|
Form of Lock Up
Agreement from the private placement that closed on February 27, 2007
incorporated by reference to Current Report on Form 8-K filed with
the Commission on March 1, 2007.
|
|
10.13
|
Form of Registration
Rights Agreement from the private placement that closed on February
27, 2007 incorporated by reference to Current Report on Form 8-K filed
with the Commission on March 1, 2007.
|
|
10.14
|
Agreement for the
Purchase and Sale of Blood Plasma between GammaCan Ltd. and DCI Management
Group, LLC incorporated by reference to Current Report on Form 8-K
filed with the Commission on October 5, 2007.
|
|
10.15
|
Form of Indemnification
Agreement between GammaCan International, Inc. and its directors and
officers incorporated by reference to the Annual Report on Form 10-KSB
filed with the Commission on December 28, 2008.
|
|
10.16
|
Share Purchase Agreement
made as of November 26, 2007 between GammaCan International, Inc. and
ARP BioMed, Ltd. incorporated by reference to Current Report on Form
8-K filed with the Commission on December 19, 2007.
|
|
10.17
|
Form of Amendment
to Sale of Intellectual Property Agreement effective as of November
26, 2007 between GammaCan, Ltd. and ARP BioMed, Ltd. incorporated by
reference to Current Report on Form 8-K filed with the Commission on
December 19, 2007.
|
|
II-7
10.18
|
Form of Warrant
to be issued to ARP BioMed, Ltd. under the Share Purchase Agreement
incorporated by reference to Current Report on Form 8-K filed with
the Commission on December 19, 2007.
|
|
10.19
|
Form of Additional
Warrant to be issued to ARP BioMed, Ltd. under the Share Purchase Agreement
incorporated by reference to Current Report on Form 8-K filed with
the Commission on December 19, 2007.
|
|
10.20
|
Form of Registration
Rights Agreement made as of November 26, 2007 between ARP BioMed, Ltd.
and GammaCan International, Inc. incorporated by reference to Current
Report on Form 8-K filed with the Commission on December 19, 2007.
|
|
10.21
|
Form of Lock-Up
Agreement made as of November 26, 2007 between ARP BioMed, Ltd. and
GammaCan International, Inc. incorporated by reference to Current Report
on Form 8-K filed with the Commission on December 19, 2007.
|
|
10.22
|
Form of Amendment
to Research and Licensing Agreement effective as of December 23, 2007
between GammaCan Ltd. and Tel HaShomer Medical Research Infrastructure
and Services Ltd. incorporated by reference to the Annual Report on
Form 10-KSB filed with the Commission on December 28, 2008.
|
|
10.23
|
Form of amended
and restated Amendment to Research and Licensing Agreement effective
as of December 23, 2007 between GammaCan Ltd. and Tel HaShomer
Medical Research Infrastructure and Services Ltd. incorporated by reference
to Quarterly Report on Form 10-QSB filed with the Commission on February
14, 2008.
|
|
14
|
Code of Ethics incorporated
by reference to Form 10KSB for the year ended September 30, 2007 filed
with the Commission on January 13, 2005.
|
|
21.1
|
List of Subsidiaries.
|
|
23.1
|
Consent of Kesselman & Kesselman
certified public accountants (isr.) a member of PriceWaterhouse Coopers
International Limited.
|
|
23.2
|
Consent of Reitler
Brown & Rosenblatt LLC (included in Exhibit 5.1 hereto)
|
|
23.3
|
Consent of Armando
C. Ibarra, certified public accountants
|
|
24.1
|
Power of Attorney
(included on the signature page hereto)
|
|
II-8
Item 28. Undertakings
(a)
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, 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 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 and will be governed
by the final adjudication of such issue.
(b) The Registrant hereby undertakes:
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
|
|
|
(i)
|
To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
(ii)
|
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 20% change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in
the effective registration statement.
|
|
|
|
|
(iii)
|
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;
|
provided,
however, that paragraphs (b)1(i) and (a)(1)(ii) of this section do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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.
That,
for 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.
To
determine any liability under the Securities Act, treat the information omitted
from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
as part of this registration statement as of the time the Commission declared
it effective.
For
the purpose of determining any liability under the Securities Act, to treat
each post-effective amendment that contains a form of prospectus as a new
registration statement relating to the securities offered
II-9
therein, and
the offering of such securities at that time as the initial bona fide offering
thereof.
The
Registrant hereby undertakes that it will provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-10
SIGNATURES
In
accordance with the requirements of the Securities 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-1 and has duly caused this the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, N.Y. on February 28, 2008.
|
|
|
|
|
|
GAMMACAN INTERNATIONAL, INC.
|
|
|
|
|
By:
|
/s/ Patrick NJ
Schnegelsberg
|
|
|
|
|
|
|
|
Patrick NJ Schnegelsberg
|
|
|
|
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Patrick NJ Schnegelsberg
|
|
Chief Executive Officer (Principal Executive
Officer)
|
|
February 28, 2008
|
|
|
|
|
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Patrick NJ Schnegelsberg
|
|
|
|
|
|
|
|
|
|
/s/ Chaime Orlev
|
|
Chief Financial Officer (Principal Financial
and Accounting Officer)
|
|
February 28, 2008
|
|
|
|
|
|
Chaime Orlev
|
|
|
|
|
|
|
|
|
|
/s/ Steven Katz
|
|
Chairman of the Board of Directors and President
|
|
February 28, 2008
|
|
|
|
|
|
Steven Katz
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
Yair Aloni
|
|
|
|
|
|
|
|
|
|
/s/ David DeMedio
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
David DeMedio
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
Josef Neuhaus
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
Albert Passner
|
|
|
|
|
|
|
|
|
|
* By Steven Katz, Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven Katz
|
|
|
|
|
|
|
|
|
|
|
|
Steven Katz
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
II-11
EXHIBIT INDEX
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation,
incorporated by reference to the Registration Statement on Form 10-SB
filed with the Commission on June 4, 2001.
|
|
3.2
|
|
Certificate of Amendment to
Certificate of Incorporation dated May 28, 2004 incorporated by reference
to Current Report on Form 8-K filed with the Commission on June 8,
2004.
|
|
3.3
|
|
Certificate of Amendment to
Certificate of Incorporation dated August 19, 2004 incorporated by
reference to Current Report on Form 8-K filed with the Commission on
August 27, 2004.
|
|
3.4
|
|
Certificate of Amendment to
Certificate of Incorporation dated December 27, 2007 incorporated by
reference to the Annual Report on Form 10-KSB filed with the Commission
on December 28, 2008.
|
|
3.5
|
|
By-Laws, incorporated by reference
to the Registration Statement on Form 10-SB filed with the Commission
on June 4, 2001.
|
|
4.1
|
|
2004 Employees and Consultants
Stock Compensation Plan, incorporated by reference to Current Report
on Form 8-K filed with the Commission on September 1, 2004.
|
|
4.2
|
|
2007 Global Share Option Plan
incorporated by reference to the Annual Report on Form 10-KSB filed
with the Commission on December 28, 2008.
|
|
5.1
|
|
Opinion of Reitler Brown & Rosenblatt
LLC incorporated by reference to Amendment No. 1 of the Registration
Statement on Form SB-2 filed with the Commission on May 29, 2007.
|
|
10.1
|
|
Sale of Intellectual Property
Agreement dated as of June 11, 2004 between GammaCan, Ltd. and ARP
Biomed, Ltd., incorporated by reference to Current Report on Form 8-K
filed with the Commission on June 22, 2004.
|
|
10.2
|
|
Services Agreement dated August
17, 2004 between GammaCan, Ltd. and Prof. Yehuda Shoenfeld, M.D., incorporated
by reference to Current Report on Form 8-K filed with the Commission
on September 1, 2004.
|
|
10.3
|
|
Consulting agreement between
GammaCan Ltd. and PBD Ltd., dated as of November 4, 2004, incorporated
by reference to Form 8-K dated as of November 4, 2004
|
|
10.4
|
|
Employment Agreement between
GammaCan, Ltd. and Vered Caplan, dated as of June 21, 2005, incorporated
by reference to Current Report on Form 8-K filed with the Commission
on June 27, 2005.
|
|
II-12
10.5
|
Employment Agreement between GammaCan, Ltd. and Chaime Orlev, dated as of September 6, 2005, incorporated by reference to Current Report on Form 8-K filed with the Commission on September 12, 2005.
|
|
10.6
|
Research and Licensing Agreement dated December 13, 2005 between Gammacan Ltd and Tel Hashomer Medical Research Infrastructure and Services Ltd., incorporated by reference to Current Report on Form 8-K filed
with the Commission on December 19, 2005.
|
|
10.7
|
Employment Agreement between GammaCan, Ltd. and Patrick Schnegelsberg, dated as of April 16, 2006, incorporated by reference to Current Report on Form 8-K filed with the Commission on April 19,
2006.
|
|
10.9
|
8% Convertible Promissory Note issued November 20, 2006 incorporated by reference to Current Report on Form 8-K filed with the Commission on November 22, 2006.
|
|
10.10
|
Form of Securities Purchase Agreement from the private placement that closed on February 27, 2007 incorporated by reference to Current Report on Form 8-K filed with the Commission on March 1, 2007.
|
|
10.11
|
Form of Stock Purchase Warrant from the private placement that closed on February 27, 2007 incorporated by reference to Current Report on Form 8-K filed with the Commission on March 1, 2007.
|
|
10.12
|
Form of Lock Up Agreement from the private placement that closed on February 27, 2007 incorporated by reference to Current Report on Form 8-K filed with the Commission on March 1, 2007.
|
|
10.13
|
Form of Registration Rights Agreement from the private placement that closed on February 27, 2007 incorporated by reference to Current Report on Form 8-K filed with the Commission on March 1, 2007.
|
|
10.14
|
Agreement for the Purchase and Sale of Blood Plasma between GammaCan Ltd. and DCI Management Group, LLC incorporated by reference to Current Report on Form 8-K filed with the Commission on October 5,
2007.
|
|
10.15
|
Form of Indemnification Agreement between GammaCan International, Inc. and its directors and officers incorporated by reference to the Annual Report on Form 10-KSB filed with the Commission on December 28,
2008.
|
|
10.16
|
Share Purchase Agreement made as of November 26, 2007 between GammaCan International, Inc. and ARP BioMed, Ltd. incorporated by reference to Current Report on Form 8-K filed with the Commission on December
19, 2007.
|
|
10.17
|
Form of Amendment to Sale of Intellectual Property Agreement effective as of November 26, 2007 between GammaCan, Ltd. and ARP BioMed, Ltd. incorporated by reference to Current Report on Form 8-K filed with
the Commission on December 19, 2007.
|
|
II-13
10.18
|
Form of Warrant to be issued to ARP BioMed, Ltd. under the Share Purchase Agreement incorporated by reference to Current Report on Form 8-K filed with the Commission on December 19, 2007.
|
|
10.19
|
Form of Additional Warrant to be issued to ARP BioMed, Ltd. under the Share Purchase Agreement incorporated by reference to Current Report on Form 8-K filed with the Commission on December 19,
2007.
|
|
10.20
|
Form of Registration Rights Agreement made as of November 26, 2007 between ARP BioMed, Ltd. and GammaCan International, Inc. incorporated by reference to Current Report on Form 8-K filed with the Commission
on December 19, 2007.
|
|
10.21
|
Form of Lock-Up Agreement made as of November 26, 2007 between ARP BioMed, Ltd. and GammaCan International, Inc. incorporated by reference to Current Report on Form 8-K filed with the Commission on December
19, 2007.
|
|
10.22
|
Form of Amendment to Research and Licensing Agreement effective as of December 23, 2007 between GammaCan Ltd. and Tel HaShomer Medical Research Infrastructure and Services Ltd. incorporated by
reference to the Annual Report on Form 10-KSB filed with the Commission on December 28, 2008.
|
|
10.23
|
Form of amended and restated Amendment to Research and Licensing Agreement effective as of December 23, 2007 between GammaCan Ltd. and Tel HaShomer Medical Research Infrastructure and Services Ltd.
incorporated by reference to Quarterly Report on Form 10-QSB filed with the Commission on February 14, 2008.
|
|
14
|
Code of Ethics incorporated by reference to Form 10KSB for the year ended September 30, 2007 filed with the Commission on January 13, 2005.
|
|
21.1
|
List of Subsidiaries.
|
|
23.1
|
Consent of Kesselman & Kesselman certified public accountants (isr.) a member of PriceWaterhouse Coopers International Limited.
|
|
23.2
|
Consent of Reitler Brown & Rosenblatt LLC (included in Exhibit 5.1 hereto)
|
|
23.3
|
Consent of Armando C. Ibarra, certified public accountants
|
|
24.1
|
Power of Attorney (included on the signature page hereto)
|
|
II-14
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