tomsylver
16 years ago
Form 8-K for GETTING READY CORP
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6-Oct-2008
Changes in Registrant's Certifying Accountant, Amendments to Articles of Inc.
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 30, 2008, Getting Ready Corporation (the "Company") dismissed Pender, Newkirk & Company, LLP ("Pender Newkirk") as its independent registered public accounting firm. This action was recommended by the Audit Committee and approved by the Company's Board of Directors.
Pender Newkirk's report on the financial statements of the Company as of and for the fiscal year ended September 30, 2007 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended September 30, 2007 and through September 30, 2008,
(1) there have been no disagreements with Pender Newkirk (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Pender Newkirk, would have caused them to make reference thereto in their report on financial statements for such periods, and (2) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
We provided Pender Newkirk with a copy of the foregoing disclosures and requested Pender Newkirk to furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Pender Newkirk's response letter, dated October 1, 2008, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
Effective October 3, 2008, we engaged McGladrey & Pullen, LLP ("McGladrey & Pullen") as our independent registered accounting firm. The Company's engagement of McGladrey & Pullen was recommended by the Audit Committee and approved by the Company's Board of Directors. McGladrey & Pullen audited the consolidated balance sheets of Winston Laboratories, Inc., a Delaware corporation, and Subsidiaries ("Winston") as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. Winston became our wholly-owned subsidiary on September 25, 2008. During our two most recent fiscal years and any subsequent interim period prior to the engagement of McGladrey & Pullen, neither we nor anyone on our behalf consulted with McGladrey & Pullen, regarding either (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on our financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event as such terms are defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 25, 2008, the Company completed its merger (the "Merger") with Winston. On September 30, 2008, the Board of Directors of the Company changed the Company's fiscal year end from September 30 to December 31, the fiscal year end of Winston. Because the Company accounted for the Merger as a reverse merger with Winston as the accounting acquirer, the audited financial statements of Winston for the fiscal year ended December 31, 2007 and the unaudited financial statements of Winston for the six months ended June 30, 2008 filed with the Company's Current Report on Form 8-K on October 1, 2008 became the historical financial statements of the Company, and no transition report is required.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
16.1 Letter from Pender, Newkirk & Company, LLP to the Securities and Exchange Commission dated October 1, 2008.
tomsylver
16 years ago
Form 10-Q for GETTING READY CORP
13-Aug-2008
Quarterly Report
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion with regard to our financial condition and operating results contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current plans and expectations of Getting Ready Corporation (the "Company", "we" or "us") and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, among others, our inability to consummate an acquisition of an operating business or, in the event that we do consummate the transaction contemplated, our ability to operate the combined business profitably.
The discussion of our financial condition should be read in conjunction with our unaudited, condensed financial statements and notes thereto included elsewhere in this Report and the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007, which was filed with the Securities and Exchange Commission on December 26, 2007.
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2008
For the quarter ended June 30, 2008, we recorded a net loss of approximately $46,900 or less than $0.01 per share. Included in the financial results for the quarter ended June 30, 2008, were professional fees of approximately $39,600 and general and administrative expenses of approximately $14,000, which together constituted our total operating expenses. We had interest income of approximately $6,800 during the quarter. From inception (November 26, 2002) through June 30, 2008, our accumulated deficit was $1,407,711.
For the three months ended June 30, 2007, we recorded a net loss of approximately $26,900 or less than $0.01 per share. Our expenses for the three months ended June 30, 2007, consisted of professional fees of approximately $23,400 and general and administrative expenses of approximately $19,600, and we had interest income of approximately $16,100 for the quarter.
Our net loss was greater in the quarter ended June 30, 2008 than in the same quarter of the previous year as a result of higher professional fees incurred in connection with our planned merger with Winston Laboratories, Inc. In addition, our interest income was approximately $9,300 less in this quarter than in the same quarter of last year as a result of cash used for expenses while we have no operating revenues.
FINANCIAL RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 2008
For the nine months ended June 30, 2008, we recorded a net loss of approximately $174,100 or $0.01 per share. The financial results for the nine months included professional fees of approximately $153,000 and general and administrative expenses of approximately $48,600, which together constituted our total operating expenses, and we had interest income of approximately $27,400.
For the nine months ended June 30, 2007, we recorded a net loss of approximately $174,100 or $0.02 per share. Our professional fees were approximately $158,600 and our general and administrative expenses were approximately $37,700, and we had interest income of approximately $22,200 during this period.
While the loss was approximately the same for the nine months ended June 30, 2008 and June 30, 2007, there were fewer outstanding shares during the nine months ended June 30, 2007, resulting in a greater loss per share. Our expenses have been relatively constant since the change of control in December 2006, and our general and administrative expenses have been minimal because we do not pay any salaries or rent.
We have never generated operating revenues or income and cannot expect to do so until such time as we effect a business combination with an operating company. However, in the event that we do consummate our proposed merger, there can be no assurances that the combined operation will operate profitably.
LIQUIDITY
As of June 30, 2008, we had cash of approximately $928,100 and liabilities of approximately $16,300, which consisted of current accounts payable. Our cash is invested in a certificate of deposit and money market accounts. We anticipate that the primary uses of working capital will include general and administrative expenses and costs associated with consummating our proposed business combination with Winston Laboratories, Inc., a Delaware corporation ("Winston"). We believe that we have sufficient funds to cover our expenses for at least the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
We have no off-balance sheet arrangements and no contractual obligations. Our liabilities consist solely of current accounts payable, which were approximately $16,300 at June 30, 2008.
OUR PROPOSED MERGER
On November 13, 2007, we entered into a Merger Agreement and Plan of Reorganization (the "Agreement") with Winston and Winston Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"). In connection with the Agreement, Dr. Phillip Frost and certain other investors (the "Frost investors") invested $5 million in Winston in exchange for shares of preferred stock of Winston and warrants to acquire preferred stock. In addition, Dr. Frost and certain other investors (together with the Frost Investors are referred to herein as the "New Investors"), including Glenn L. Halpryn and Noah Silver who are officers and directors of the Company, expect to invest an additional $4 million in Winston before the merger is consummated.
Under the terms of the Agreement, at the closing of the merger, each common share of Winston will be converted into approximately 17.51 shares of our common stock and each share of preferred stock of Winston will be converted into approximately .01751 shares of our preferred stock, each such preferred share being convertible into 1,000 shares of our common stock. The Agreement also provides that the Company will assume Winston's stock option plan. As of December 31 2007, Winston had outstanding 1,846,250 options to purchase 1,846,250 shares of Winston's common stock. These options, as a result of the merger, will represent options to purchase 32,332,239 shares of the Company's common stock. The Merger Agreement provides that all outstanding warrants to purchase Winston Series A Preferred Stock will be assumed by the Company and amended and converted into the right to acquire upon the exercise of such warrants an aggregate of 71,672 shares of the Company's Series A Preferred Stock. As a result of the merger, it is expected that our stockholders will receive approximately 2.6% of the combined company on a fully diluted basis and the New Investors will own convertible preferred stock representing approximately 24.4% of the combined company on a fully diluted basis. The holders of Winston common stock, options and warrants, which holders include the New Investors, will receive approximately 97.4% of the combined company on a fully-diluted basis.
The merger is subject to customary closing conditions, including the condition that the merger be approved by Winston stockholders. In addition, the merger is subject to the condition that Winston shall have closed on the additional $4 million investment and issued shares of Winston Series B preferred stock to such investors in Winston. Subject to these and other conditions, we expect the merger to close during the third calendar quarter of 2008, but there can be no assurance that the merger will in fact close.
We intend to carry on the business of Winston after the merger, and we expect to retain substantially all of Winston's current management. All of our directors except Glenn L. Halpryn and Dr. Curtis Lockshin will resign and will be replaced with directors selected by Winston. The business plan and operations of Winston will be our operations as a result of the merger.
The combined company will be renamed Winston Pharmaceuticals, Inc. and will be headquartered in Vernon Hills, Illinois, where Winston is currently located.
Winston was incorporated in Delaware in 1998 and focuses on major pain indications as well as on niche markets, where there is still significant need for pain management options. Winston's products span a range of pain indications, including episodic cluster headache, chronic daily headache, osteoarthritis, neuropathic pain, cancer pain and post-operative pain.
Winston's flagship compound is Civamide, a TRPV-1 (transient receptor potential vanilloid-1) receptor modulator, which Winston believes provides exceptionally long-lasting analgesic activity. A single oral dose of civamide, for example, provides effective analgesia for at least 7 days in a variety of animal pain models. Winston is engaged in late-stage development of civamide for various pain indications, and submitted its marketing authorization application in Europe in January 2008 for a topical formulation for relief of osteoarthritis pain (the "Topical Formulation").
During 2008 Winston intends to submit marketing authorization applications for the Topical Formulation in Canada and North America, but there can be no assurances that the applications will be made during the time period that is currently planned.
atout
16 years ago
Repost (second qtr coming soon!)
GETTING READY CORPORATION AND WINSTON LABORATORIES, INC. ANNOUNCE MERGER AGREEMENT
Miami, FL and Vernon Hills, IL — November 15, 2007 — Winston Laboratories, Inc., a specialty pharmaceutical company engaged in the discovery and development of products for pain management, and Getting Ready Corporation (OTC BB: GTRY), a publicly-traded company with no active operations, have signed a merger agreement that will bring the two companies under one umbrella. The combined company will be renamed Winston Pharmaceuticals, Inc., and will be headquartered in Vernon Hills, Illinois. The merger is expected to close in the second quarter of 2008, and shortly thereafter, the company intends to apply to have its shares listed on the American Stock Exchange (AMEX).
As part of the transaction, Dr. Phillip Frost, former chairman and chief executive officer of IVAX Corporation, and his affiliates invested $5 million in Winston, with an additional $4 million investment to be made at the time the merger is consummated. Proceeds from the investment are expected to fund current operations of Winston Laboratories, including certain costs associated with upcoming regulatory applications. Under the terms of the merger agreement, each common share of Winston Laboratories will be converted into approximately 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into approximately .01751 shares of preferred stock of Getting Ready, each such preferred share being convertible into 1,000 shares of Getting Ready common stock. The merger is subject to customary covenants and several conditions. As a result of the merger, it is expected that Getting Ready shareholders will receive approximately 2.56% of the combined company on a fully diluted basis and the new investors will own convertible preferred stock representing approximately 27.44% of the combined company on a fully diluted basis. Certain of the new investors will also receive five-year warrants entitling them to purchase up to 10% of the common equity of the combined company on a fully diluted basis.
Glenn L. Halpryn, current director and president of Getting Ready, Steve Rubin, former vice president and general counsel of IVAX Corporation, and Subbarao Uppaluri, former vice president of strategic planning of IVAX Corporation, will serve on the combined company’s board of directors, along with four directors to be appointed by Winston Laboratories. Dr. Joel Bernstein, founder and president of Winston Laboratories, will become president and chief executive officer of the combined company.
Mr. Halpryn stated that Winston’s scientific and management teams have extensive experience in clinical development for pain indications. Mr. Halpryn also said that he is pleased that Getting Ready was able to enter into this merger agreement within a year of the change of control of Getting Ready, and he looks forward to serving as a member of the board of directors of the combined company following the closing.
About Winston Laboratories
Winston Laboratories focuses on major pain indications as well as on niche markets, where there is still significant unmet need for pain management options with improved efficacy, safety, and tolerability profiles. Winston’s product candidates span a range of pain indications, including episodic cluster headache, chronic daily headache, osteoarthritis, neuropathic pain, cancer pain and post-operative pain.
Winston Laboratories’ flagship compound is civamide, a TRPV-1 (transient receptor potential vanilloid—1) receptor modulator, which we believe provides exceptionally long-lasting analgesic activity. A single oral dose of civamide, for example, provides effective analgesia for at least 7 days in a variety of animal pain models. Winston is engaged in late-stage development of civamide for various pain indications, and expects to submit its first marketing authorization applications in North America and Europe for relief of osteoarthritis pain during the first quarter of 2008.
About Civamide
Civamide (cis-8-methyl-N-vanillyl-6-nonenamide) is a patented, synthetically produced agent that binds to the TRPV-1 receptor, and, in this fashion, selectively depresses the activity of the type-C pain fibers. Civamide causes an initial release of the neuropeptides, substance P (SP) and calcitonin-gene related peptide (CGRP). Pain transmission is then diminished by the subsequent depletion of SP and CGRP from the neuron, coupled with suppression of the synthesis and transport of neuropeptides along the neuron.
This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA),regarding product development efforts and other non-historical facts about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments, including the risks that any of our compounds under development may fail, may not achieve the expected results or effectiveness and may not generate data that would support the approval or marketing of products for the indications being studied or for other indications. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. We do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
CONTACT: Getting Ready Corporation
Glenn L. Halpryn, President
(305) 573-4112
atout
16 years ago
Repost (second qtr coming soon!)
GETTING READY CORPORATION AND WINSTON LABORATORIES, INC. ANNOUNCE MERGER AGREEMENT
Miami, FL and Vernon Hills, IL — November 15, 2007 — Winston Laboratories, Inc., a specialty pharmaceutical company engaged in the discovery and development of products for pain management, and Getting Ready Corporation (OTC BB: GTRY), a publicly-traded company with no active operations, have signed a merger agreement that will bring the two companies under one umbrella. The combined company will be renamed Winston Pharmaceuticals, Inc., and will be headquartered in Vernon Hills, Illinois. The merger is expected to close in the second quarter of 2008, and shortly thereafter, the company intends to apply to have its shares listed on the American Stock Exchange (AMEX).
As part of the transaction, Dr. Phillip Frost, former chairman and chief executive officer of IVAX Corporation, and his affiliates invested $5 million in Winston, with an additional $4 million investment to be made at the time the merger is consummated. Proceeds from the investment are expected to fund current operations of Winston Laboratories, including certain costs associated with upcoming regulatory applications. Under the terms of the merger agreement, each common share of Winston Laboratories will be converted into approximately 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into approximately .01751 shares of preferred stock of Getting Ready, each such preferred share being convertible into 1,000 shares of Getting Ready common stock. The merger is subject to customary covenants and several conditions. As a result of the merger, it is expected that Getting Ready shareholders will receive approximately 2.56% of the combined company on a fully diluted basis and the new investors will own convertible preferred stock representing approximately 27.44% of the combined company on a fully diluted basis. Certain of the new investors will also receive five-year warrants entitling them to purchase up to 10% of the common equity of the combined company on a fully diluted basis.
Glenn L. Halpryn, current director and president of Getting Ready, Steve Rubin, former vice president and general counsel of IVAX Corporation, and Subbarao Uppaluri, former vice president of strategic planning of IVAX Corporation, will serve on the combined company’s board of directors, along with four directors to be appointed by Winston Laboratories. Dr. Joel Bernstein, founder and president of Winston Laboratories, will become president and chief executive officer of the combined company.
Mr. Halpryn stated that Winston’s scientific and management teams have extensive experience in clinical development for pain indications. Mr. Halpryn also said that he is pleased that Getting Ready was able to enter into this merger agreement within a year of the change of control of Getting Ready, and he looks forward to serving as a member of the board of directors of the combined company following the closing.
1
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About Winston Laboratories
Winston Laboratories focuses on major pain indications as well as on niche markets, where there is still significant unmet need for pain management options with improved efficacy, safety, and tolerability profiles. Winston’s product candidates span a range of pain indications, including episodic cluster headache, chronic daily headache, osteoarthritis, neuropathic pain, cancer pain and post-operative pain.
Winston Laboratories’ flagship compound is civamide, a TRPV-1 (transient receptor potential vanilloid—1) receptor modulator, which we believe provides exceptionally long-lasting analgesic activity. A single oral dose of civamide, for example, provides effective analgesia for at least 7 days in a variety of animal pain models. Winston is engaged in late-stage development of civamide for various pain indications, and expects to submit its first marketing authorization applications in North America and Europe for relief of osteoarthritis pain during the first quarter of 2008.
About Civamide
Civamide (cis-8-methyl-N-vanillyl-6-nonenamide) is a patented, synthetically produced agent that binds to the TRPV-1 receptor, and, in this fashion, selectively depresses the activity of the type-C pain fibers. Civamide causes an initial release of the neuropeptides, substance P (SP) and calcitonin-gene related peptide (CGRP). Pain transmission is then diminished by the subsequent depletion of SP and CGRP from the neuron, coupled with suppression of the synthesis and transport of neuropeptides along the neuron.
This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA),regarding product development efforts and other non-historical facts about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments, including the risks that any of our compounds under development may fail, may not achieve the expected results or effectiveness and may not generate data that would support the approval or marketing of products for the indications being studied or for other indications. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. We do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
CONTACT: Getting Ready Corporation
Glenn L. Halpryn, President
(305) 573-4112
atout
16 years ago
Miami Herald
Fri, Nov. 16, BY JOHN DORSCHNER
jdorschner@MiamiHerald.com
Entrepreneur Frost announces new merger
Getting Ready, a publicly traded, over-the-counter company with no active operations will merge with Winston Laboratories.
Miami physician-entrepreneur Phillip Frost and some allies are merging Getting Ready ( GTRY), a publicly traded, over-the-counter company with no active operations, with Winston Laboratories, an Illinois firm that specializes in development drugs for pain management.
The merger is expected to close in the second quarter next year, the firm said in a press release. The combined company will be called Winston Pharmaceuticals and be based in Vernon Hills, Ill. Like other Frost-sponsored firms, it will trade on the American Stock Exchange.
As part of the deal, Frost and colleagues invested $5 million in Winston and will put in $4 million more when the deal is finished.
Joining Frost in the transaction are Glenn L. Halpryn, a veteran Miami investor who is president of Getting Ready; Steve Rubin, former general counsel of IVAX Corp.; and Subbarao Uppaluri, a former IVAX vice president.
Halpryn, Rubin and Uppaluri will serve on the combined company's board, along with four directors appointed by Winston. Joel Bernstein, Winston's president, will become chief executive of the combined company.
Frost had earlier purchased 51 percent of the Getting Ready shell, Halpryn reported.
The agreement calls for each common share of Winston to be converted into 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into 0.01751 shares of preferred stock of Getting Ready, which can later be exchanged for 1,000 shares of Getting Ready common stock.
Frost and Halpryn have used another shell to take Protalix, an Israeli biotech company, onto the AMEX.
Frost used a third shell to develop Opko Health, a pharmaceutical development company specializing in eye treatments. Halpryn had connection with the Opko shell.
Halpryn recently purchased another shell, clickNsettle.com ( CLIK.OB).
Frost at present has not invested in that shell, Halpryn told The Miami Herald.
atout
16 years ago
Getting Ready Corporation and Winston Laboratories, Inc. Announce Merger Agreement
Thursday November 15, 1:58 pm ET
MIAMI and VERNON HILLS, Ill., Nov. 15 /PRNewswire-FirstCall/ -- Winston Laboratories, Inc., a specialty pharmaceutical company engaged in the discovery and development of products for pain management, and Getting Ready Corporation (OTC Bulletin Board: GTRY - News), a publicly-traded company with no active operations, have signed a merger agreement that will bring the two companies under one umbrella. The combined company will be renamed Winston Pharmaceuticals, Inc., and will be headquartered in Vernon Hills, Illinois. The merger is expected to close in the second quarter of 2008, and shortly thereafter, the company intends to apply to have its shares listed on the American Stock Exchange (AMEX).
As part of the transaction, Dr. Phillip Frost, former chairman and chief executive officer of IVAX Corporation, and his affiliates invested $5 million in Winston, with an additional $4 million investment to be made at the time the merger is consummated. Proceeds from the investment are expected to fund current operations of Winston Laboratories, including certain costs associated with upcoming regulatory applications. Under the terms of the merger agreement, each common share of Winston Laboratories will be converted into approximately 17.51 shares of common stock of Getting Ready, and each share of preferred stock of Winston Laboratories will be converted into approximately .01751 shares of preferred stock of Getting Ready, each such preferred share being convertible into 1,000 shares of Getting Ready common stock. The merger is subject to customary covenants and several conditions. As a result of the merger, it is expected that Getting Ready shareholders will receive approximately 2.56% of the combined company on a fully diluted basis and the new investors will own convertible preferred stock representing approximately 27.44% of the combined company on a fully diluted basis. Certain of the new investors will also receive five-year warrants entitling them to purchase up to 10% of the common equity of the combined company on a fully diluted basis.
Glenn L. Halpryn, current director and president of Getting Ready, Steve Rubin, former vice president and general counsel of IVAX Corporation, and Subbarao Uppaluri, former vice president of strategic planning of IVAX Corporation, will serve on the combined company's board of directors, along with four directors to be appointed by Winston Laboratories. Dr. Joel Bernstein, founder and president of Winston Laboratories, will become president and chief executive officer of the combined company.
Mr. Halpryn stated that Winston's scientific and management teams have extensive experience in clinical development for pain indications. Mr. Halpryn also said that he is pleased that Getting Ready was able to enter into this merger agreement within a year of the change of control of Getting Ready, and he looks forward to serving as a member of the board of directors of the combined company following the closing.
About Winston Laboratories
Winston Laboratories focuses on major pain indications as well as on niche markets, where there is still significant unmet need for pain management options with improved efficacy, safety, and tolerability profiles. Winston's product candidates span a range of pain indications, including episodic cluster headache, chronic daily headache, osteoarthritis, neuropathic pain, cancer pain and post-operative pain.
Winston Laboratories' flagship compound is civamide, a TRPV-1 (transient receptor potential vanilloid-1) receptor modulator, which we believe provides exceptionally long-lasting analgesic activity. A single oral dose of civamide, for example, provides effective analgesia for at least 7 days in a variety of animal pain models. Winston is engaged in late-stage development of civamide for various pain indications, and expects to submit its first marketing authorization applications for a topical formulation in North America and Europe for relief of osteoarthritis pain during the first quarter of 2008.
About Civamide
Civamide (cis-8-methyl-N-vanillyl-6-nonenamide) is a patented, synthetically produced agent that binds to the TRPV-1 receptor, and, in this fashion, selectively depresses the activity of the type-C pain fibers. Civamide causes an initial release of the neuropeptides, substance P (SP) and calcitonin-gene related peptide (CGRP). Pain transmission is then diminished by the subsequent depletion of SP and CGRP from the neuron, coupled with suppression of the synthesis and transport of neuropeptides along the neuron.
This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA),regarding product development efforts and other non-historical facts about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments, including the risks that any of our compounds under development may fail, may not achieve the expected results or effectiveness and may not generate data that would support the approval or marketing of products for the indications being studied or for other indications. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. We do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
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Source: Getting Ready Corporation
atout
17 years ago
Glenn Halpryn and Jerry Glauser Purchase Control of clickNsettle.com, Inc.
Wednesday September 26, 3:06 pm ET
MIAMI, Sept. 26 /PRNewswire-FirstCall/ -- On September 26, 2007, Glenn Halpryn of Miami, Florida, and Jerry Glauser of Denver, Colorado, along with other business associates, purchased 51.65% of the outstanding common stock of clickNsettle.com, Inc. (OTC Bulletin Board: CLIK - News), a Delaware corporation ("CLIK").
CLIK is a public shell company that previously provided alternative dispute resolution services. CLIK sold its dispute resolution business in 2005 and has since had no operations. Halpryn and Glauser intend to utilize the public company to effect a merger or other business combination with an operating company.
Following the change of control, Glenn Halpryn was elected Chairman of CLIK's Board of Directors and was appointed Chief Executive Officer.
Halpryn and Glauser, along with other investors, purchased control in December 2006 of Getting Ready Corporation (OTC Bulletin Board: GTRY - News), which is also a publicly traded shell. Glenn Halpryn is Chairman and CEO of Getting Ready Corporation.
Glenn Halpryn is a Miami investor who was Chairman and CEO of Orthodontix, Inc. prior to the merger of Orthodontix and Protalix BioTherapeutics, Inc. (PLX) in December 2006.
Jerry Glauser is a Denver businessman and former Mercedes Benz automobile dealer. During his business career, Mr. Glauser owned nine automobile dealerships and is now a partner in Alex Rodriguez Mercedes Benz, which is located in Houston, Texas.
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Source: clickNsettle.com, Inc.
atout
17 years ago
Miami investor's approach pays off
Billionaire Phillip Frost has been investing heavily in new companies for the past year -- and doing very well.
BY JOHN DORSCHNER jdorschner@MiamiHerald.com
Posted on Sun, Apr. 29, 2007 http://www.miamiherald.com/103/story/89544.html
In the 15 months since he sold IVAX, physician-entrepreneur Phillip Frost has scored a remarkable success with his new investments.
Since he's become chairman of the investment bank Ladenburg Thalmann, its shares have tripled in value. He has purchased two shell companies with no operations and turned them into pharmaceutical firms that trade for more than 10 times the share price he originally paid.
And one of his minor investments -- a few million plunked into a tiny company in a North Bay Village -- has increased four-fold since December.
That's why InsiderScore.com ranked Frost No. 2 in the nation as the insider whose disclosed stock purchases have generated the highest rates of return, according to The Wall Street Journal.
As always, the 70-year-old billionaire Frost was modest about the reason for his achievements. ''Clean living,'' he responded last week with just a hint of a smile.
He left the praise to others. ''He's a bull elephant. He's got something new every day,'' says Bill Allen, the Miami banker who loaned Frost money in 1972 so he could meet payroll with his first major venture, Key Pharmaceuticals. ``He's a rapid-player, like a Gatling gun. . . . When he speaks, people listen.''
Still, other investors should be careful in trying to grab Frost's coattails. ''When there are big investors and institutional investors and amateurs, who do you think is going to win?'' says Harold Evensky, a veteran Miami wealth manager. ``It might have been great at a buck, and it might have been great at two bucks, but, hey, is it really worth $5?''
When Frost sold IVAX in January 2006 to Teva Pharmaceutical Industries for $7.4 billion, he took in $599 million in Teva stock and $517 million in cash.
Since then, he's been putting that cash to work. One strategy is to buy shell companies -- firms that are approved for public trading but no longer have their original business purposes. He has picked up controlling interest in four shells so far and has used two of them to take public small firms in the field he knows best -- healthcare.
In one, Frost and a small group purchased control of a shell, Orthodontix. Their original investment was about 17 cents a share. The group then put $15 million for 14 percent ownership of an Israeli biotech company, Protalix BioTherapeutics, which is developing a way to make proteins for pharmaceutical products in cultured carrot cells.
After a reverse 10-for-one split, Protalix used the shell to start trading on the American Stock Exchange. That stock is now at $26.10.
The dermatologist took over another shell, eXegenics, for about 40 cents a share, and is using it to create a ''first-class pharmaceutical company focusing on the eye.'' He has already folded in two developmental drug companies and his group has advanced them a $12 million line of credit.
Earlier this month, eXegenics announced the purchase of a Canadian company, Ophthalmic Technologies, for a down payment of $5 million for a third of the company, with the remainder to be determined by various factors related to eXegenics stock price in the future. EXegenics closed Friday at $4.70. Frost says the company is changing its name to Opko and hopes to begin trading soon on the American Stock Exchange.
BUILDING STAKE
Meanwhile, Frost has quietly been building up his stake in Non-Invasive Monitoring Systems, a North Bay Village firm that Frost describes as ''the alter-ego of Dr. Marvin Sackner,'' a long-time Miami Beach physician. ``We've known each other for over 35 years.''
The company has generated a bit of a buzz lately for developing Exer-Rest, a gurney that rocks patients in a headwards-footwards direction. Earlier this month, it received a European patent. While not yet approved for use in the United States, the company's website says it may improve circulation, joint mobility and increase levels of nitric oxide in circulation.
Nitric oxide is believed by Nobel-Prize winner Louis Ignarro and others to have widespread health benefits, and talk of the device has caused Non-Invasive's stock to rise. After trading as low as 43 cents a share in December, Non-Invasive soared to $1.93 on Friday.
Meanwhile, the physician-services company ContinuCare, in which Frost has been a major shareholder for years, has been struggling to make progress. In the last year, it's fluctuated between $2.29 and $3.69. It's now at $3.42.
Healthcare, however, is not the only field that Frost has been involved in. A longtime investor in Ladenburg Thalmann, the New York investment bank, he announced last July he was becoming chairman of the company and moving the headquarters to Miami.
The stock was trading at 86 cents a share. Since then, the company has announced the purchase of other investment bank groups and shares climbed to $3.74 earlier this year, before falling back to $2.78 on Friday.
Another big winner has been Dreams, a sports memorabilia firm in Plantation. Frost says he heard of the company through a ''good friend,'' Plantation dermatologist Richard Greene, whose son and son-in-law are leaders of the company.
Last November, Frost paid 6.5 cents a share for 30.8 million shares for the bulletin-board stock. In January, Dreams did a reverse six-for-one split and recently moved on to the American Stock Exchange, where most Frost companies trade. It closed Friday at $3.20.
But these numbers do not mean that other investors can get the same kind of deal Frost does. In the case of Dreams, his agreement on the lightly traded stock was for well below the market price. On the day his 6.5-cents-a-share transaction was announced, the stock shot up from 17 cents to 30 cents.
COMPLEX ANALYSES
And while Frost can make some of these deals sound like the products of casual chit-chats, he acknowledges he gets plenty of offers that he doesn't bite on. ''We do have the opportunity to study a lot of possible investments,'' he says with his usual cautiousness, but he doesn't want to explain the complex analyses behind his thinking.
He says his strategy is the same as many smart investors: Looking for ''situations that have significant long-term growth.'' When asked what advice he'd give young investors -- a question he's been asked before -- he dodged it once again.
``It's such a personal matter.''
Frost has done his research on companies like Dreams, but bulletin-board stocks in general frequently have suspect pasts and regular investors need to wary, Evensky says. ``You need to know if there's value there. You need to look at the books. Is it really worth $5, or whatever?''
Most of Frost's stocks are not followed by analysts because they have small valuations and there isn't much interest in them among large investors. An exception is ContinuCare, which is covered by Barrington Research (rating: Outperform) and by Ladenburg Thalmann (rating: a buy, with a note about Frost's connection with the two companies).
Clearly, however, Frost has plenty of fans on Internet bulletin boards who have been following his successes closely.
''I have explained how it seemed that anything Dr. Frost touches turns into gold,'' wrote H.S. Ayoub of BiohealthInvestor.com on the 24/7 Wall St. website.
Ayoub pointed out that Frost has purchased control of another shell, Getting Ready, apparently to launch yet another company. When Frost's ownership was announced, the stock was trading at 80 cents a share.
Getting Ready is a lightly traded bulletin board stock -- about 20,000 shares a day -- but speculators have been clamoring for it. The stock has gone has high as $3.15 since Frost entered the picture and was $3.15 on Friday -- even though the company has done absolutely nothing.
What's more, Frost has recently taken control of yet another shell -- Cellular Technical Services. It's closely held and lightly traded -- only 2,000 shares a day -- but it's been climbing in recent weeks from about $1.35 to $2, without doing anything except adding the Frost name.
Evensky, the wealth manager, warns this is dangerous territory. ``You might make a quick buck if you're lucky, but this is not investing. It's not based on any value. It's an emotional play. But it's hard to tell someone who won the lottery, hey, that was a stupid investment.''
And what does Frost plan to do with these shells? ''I have some ideas,'' he says, without elaborating.
atout
17 years ago
Phillip Frost
B.A, French literature, University of Pennsylvania, 1957
M.D. Albert Einstein College of Medicine, 1961.
Dr. Frost is nationally recognized for his business acumen and creative enterprise. He invented a disposable biopsy device in 1971.
Dr. Frost took over Key Pharmaceuticals in 1972 and sold it to Schering Plough in 1986. He was Chairman of the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami, Miami Beach, Florida from 1972 to 1986. He started Ivax in 1987 which was bought by Teva Industrial Pharmaceuticals for $7.4B in 2006. Dr. Phillip Frost was then named Vice Chairman of the Board of Teva
Dr. Frost was named Chairman of the Board of Ladenburg Thalman & Co., Inc., an American Stock Exchange-listed investment banking and securities brokerage firm, in July 2006 and has been a director of Ladenburg Thalman since March 2004.
He is on the Board of Regents of the Smithsonian Institution, a member of the Board of Trustees of the University of Miami, a Trustee of the Scripps Research Institute, and is a Vice Chairman of the Board of Governors of the American Stock Exchange. Dr. Frost is also a director of Continucare Corporation, an American Stock Exchange-listed provider of outpatient healthcare and home healthcare services, Northrop Grumman Corp., a New York Stock Exchange-listed global defense and aerospace company, Castle Brands, Inc., an American Stock Exchange-listed developer and marketer of liquor, and Cellular Technical Services, Inc., a provider of products and services for the telecommunications industry.
Chairman and Chief Executive of Opko Corporation (3/27/2007) see #board-6654 (merger into Exegenics).
Phillip Frost's NEW VISION:
http://www.ladenburg.com/uploads/NewVisionArticleMH11506.pdf
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