[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
[_]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
DELAWARE
|
22-3367588
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
Number)
|
100
Matawan Road, Suite 420
|
|
Matawan,
NJ
|
07747
|
(Address
of principal executive offices)
|
(Zip
Code)
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
3
|
||
PART
I. FINANCIAL INFORMATION
|
|||
ITEM 1. FINANCIAL STATEMENTS | |||
Balance
Sheets as of September 30, 2007 (Unaudited) and December 31,
2006
|
4
|
||
Statements
of Operations (Unaudited) for the three and nine months ended September
30, 2007 and 2006
|
5
|
||
Statements
of Cash Flows (Unaudited) for the nine months ended September 30,
2007 and
2006
|
6
|
||
Notes
to Financial Statements
|
7
|
||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
11
|
||
ITEM 3. CONTROLS AND PROCEDURES |
14
|
||
PART
II. OTHER INFORMATION
|
|||
ITEM 1. LEGAL PROCEEDINGS |
14
|
||
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
14
|
||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
15
|
||
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
15
|
||
ITEM 5. OTHER INFORMATION |
15
|
||
ITEM 6. EXHIBITS |
15
|
||
SIGNATURES
|
17
|
·
|
The
development, testing, and commercialization of new products and
the
expansion of the market for our current products;
|
|
·
|
The
receipt of royalty payments from our agreements with business
partners;
|
|
·
|
Implementing
aspects of our business plans;
|
|
·
|
Financing
goals and plans;
|
|
·
|
Our
existing cash and whether and how long these funds will be sufficient
to
fund our operations; and
|
|
·
|
Our
raising of additional capital through future equity
financings.
|
PACIFICHEALTH
LABORATORIES, INC.
|
||||||||
BALANCE
SHEETS
|
||||||||
ASSETS
|
||||||||
September
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
1,797,172
|
$ |
2,564,038
|
||||
Accounts
receivable, net
|
1,080,213
|
502,234
|
||||||
Inventories,
net
|
2,086,651
|
1,913,275
|
||||||
Prepaid
expenses
|
113,097
|
144,059
|
||||||
Total
current assets
|
5,077,133
|
5,123,606
|
||||||
Property
and equipment, net
|
144,087
|
74,163
|
||||||
Deposits
|
10,895
|
10,895
|
||||||
Total
assets
|
$ |
5,232,115
|
$ |
5,208,664
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Notes
payable
|
$ |
43,885
|
$ |
44,327
|
||||
Accounts
payable and accrued expenses
|
616,942
|
960,757
|
||||||
Deferred
revenue
|
480,508
|
244,197
|
||||||
Total
current liabilities
|
1,141,335
|
1,249,281
|
||||||
Stockholders'
equity:
|
||||||||
Common
stock, $.0025 par value; authorized
|
||||||||
50,000,000
shares; issued and outstanding:
|
||||||||
13,486,426
shares at September 30, 2007 and
|
||||||||
12,776,690
shares at December 31, 2006
|
33,716
|
31,942
|
||||||
Additional
paid-in capital
|
18,782,165
|
17,867,945
|
||||||
Accumulated
deficit
|
(14,725,101 | ) | (13,940,504 | ) | ||||
4,090,780
|
3,959,383
|
|||||||
Total
liabilities and stockholders' equity
|
$ |
5,232,115
|
$ |
5,208,664
|
||||
See
accompanying notes to financial statements.
|
PACIFICHEALTH
LABORATORIES, INC.
|
||||||||||||||||
STATEMENTS
OF OPERATIONS
|
||||||||||||||||
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
2006
|
||||||||||||||||
(UNAUDITED)
|
||||||||||||||||
Three
Months
|
Nine
Months
|
|||||||||||||||
Ended
September 30,
|
Ended
September 30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenues:
|
||||||||||||||||
Net
product sales
|
$ |
2,134,736
|
$ |
1,774,130
|
$ |
6,023,519
|
$ |
5,096,732
|
||||||||
Cost
of Goods Sold:
|
||||||||||||||||
Cost
of product sales
|
1,196,772
|
976,738
|
3,634,018
|
2,687,824
|
||||||||||||
Write
off of obsolete inventory
|
439,208
|
-
|
439,208
|
-
|
||||||||||||
Total
cost of goods sold
|
1,635,980
|
976,738
|
4,073,226
|
2,687,824
|
||||||||||||
Gross
profit
|
498,756
|
797,392
|
1,950,293
|
2,408,908
|
||||||||||||
Selling,
general and administrative expenses
|
890,049
|
705,564
|
2,569,878
|
2,236,327
|
||||||||||||
Research
and development expenses
|
35,327
|
53,916
|
162,490
|
141,400
|
||||||||||||
Depreciation
expense
|
26,777
|
14,329
|
67,108
|
43,281
|
||||||||||||
952,153
|
773,809
|
2,799,476
|
2,421,008
|
|||||||||||||
Net
operating (loss) income
|
(453,397 | ) |
23,583
|
(849,183 | ) | (12,100 | ) | |||||||||
Other
income (expense):
|
||||||||||||||||
Gain
on sale of patents/technology, net of expenses of $90,795
|
-
|
-
|
-
|
3,909,205
|
||||||||||||
Interest
income
|
16,603
|
31,516
|
52,534
|
64,249
|
||||||||||||
Interest
expense
|
(1,114 | ) | (915 | ) | (2,951 | ) | (31,051 | ) | ||||||||
Other
income
|
5,003
|
-
|
15,003
|
-
|
||||||||||||
20,492
|
30,601
|
64,586
|
3,942,403
|
|||||||||||||
(Loss)
income before income taxes
|
(432,905 | ) |
54,184
|
(784,597 | ) |
3,930,303
|
||||||||||
Provision
for income taxes
|
-
|
-
|
-
|
1,278,000
|
||||||||||||
Net
(loss) income
|
(432,905 | ) |
54,184
|
(784,597 | ) |
2,652,303
|
||||||||||
Less:
Preferred dividends
|
-
|
-
|
-
|
(10,425 | ) | |||||||||||
Net
(loss) income applicable to common stockholders
|
$ | (432,905 | ) | $ |
54,184
|
$ | (784,597 | ) | $ |
2,641,878
|
||||||
Basic
(loss) income per share
|
$ | (0.03 | ) | $ |
0.00
|
$ | (0.06 | ) | $ |
0.23
|
||||||
Diluted
(loss) income per share
|
$ | (0.03 | ) | $ |
0.00
|
$ | (0.06 | ) | $ |
0.20
|
||||||
Weighted
average common shares - Basic
|
13,446,579
|
12,702,460
|
13,251,766
|
11,620,214
|
||||||||||||
Weighted
average common shares - Diluted
|
13,446,579
|
14,328,082
|
13,251,766
|
13,389,104
|
||||||||||||
See
accompanying notes to financial statements.
|
PACIFICHEALTH
LABORATORIES, INC.
|
||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
|
||||||||
(UNAUDITED)
|
||||||||
2007
|
2006
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
(loss) income
|
$ | (784,597 | ) | $ |
2,652,303
|
|||
Adjustments
to reconcile net (loss) income to net
|
||||||||
cash
used in operating activities:
|
||||||||
Depreciation
|
67,108
|
43,281
|
||||||
Allowance
for doubtful accounts
|
9,000
|
9,000
|
||||||
Writedown
of packaging inventory
|
49,135
|
-
|
||||||
Equity
instrument based compensation/consulting expense
|
189,958
|
154,875
|
||||||
Gain
on sale of patents and technology,
|
||||||||
net
of expenses of $90,795
|
-
|
(3,909,205 | ) | |||||
Provision
for income taxes
|
-
|
1,278,000
|
||||||
Write-off
of inventory
|
439,208
|
-
|
||||||
Changes
in assets and liabilities:
|
||||||||
(Increase)
in accounts receivable
|
(586,979 | ) | (619,784 | ) | ||||
(Increase)
decrease in inventories
|
(661,719 | ) |
291,570
|
|||||
Decrease
in prepaid expenses
|
30,962
|
17,403
|
||||||
(Increase)
in deposits
|
-
|
(20,591 | ) | |||||
(Decrease)
in accounts payable/accrued expenses
|
(343,815 | ) | (1,147,323 | ) | ||||
Increase
(decrease) in deferred revenue
|
236,311
|
(8,927 | ) | |||||
Net
cash used in operating activities
|
(1,355,428 | ) | (1,259,398 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(137,032 | ) | (55,003 | ) | ||||
Proceeds
from sale of patents and technology,
|
||||||||
net
of expenses of $90,795
|
-
|
3,909,205
|
||||||
Net
cash (used in) provided by investing activities
|
(137,032 | ) |
3,854,202
|
|||||
Cash
flows from financing activities:
|
||||||||
Issuance
of notes payable
|
79,305
|
766,100
|
||||||
Repayments
of notes payable
|
(79,747 | ) | (863,119 | ) | ||||
Repayments
of convertible notes payable
|
-
|
(500,000 | ) | |||||
Common
stock issued
|
450,000
|
-
|
||||||
Proceeds
from common stock options/warrants exercised
|
276,036
|
900,930
|
||||||
Net
cash provided by financing activities
|
725,594
|
303,911
|
||||||
Net
(decrease) increase in cash and cash equivalents
|
(766,866 | ) |
2,898,715
|
|||||
Cash
and cash equivalents, beginning balance
|
2,564,038
|
138,487
|
||||||
Cash
and cash equivalents, ending balance
|
$ |
1,797,172
|
$ |
3,037,202
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid for interest
|
$ |
2,951
|
$ |
31,051
|
||||
Schedule
of non-cash financing activity:
|
||||||||
Conversion
of 90,909 shares of Series A Preferred Stock
|
||||||||
into
909,091 shares of common stock
|
$ |
-
|
$ |
966,387
|
||||
See
accompanying notes to financial statements.
|
The
accompanying unaudited financial statements have been prepared
in
accordance with accounting principles generally accepted in the
United
States of America for interim financial information and with the
instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required
by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and nine months
ended
September 30, 2007 are not necessarily indicative of the results
that may
be expected for the year ending December 31, 2007. The unaudited
financial
statements should be read in conjunction with the financial statements
and
footnotes thereto included in the Company's annual report on Form
10-KSB
for the year ended December 31,
2006.
|
|
On
February 22, 2006, pursuant to an Asset Purchase Agreement of the
same
date, the Company sold to Mott’s LLP, a division of Cadbury Schweppes
Americas Beverages (“CSAB”) the patents, trademarks, web sites, and other
intellectual property related to its ACCELERADE and ENDUROX sports
nutrition product lines for $4,000,000 in cash and potential future
royalty payments. Simultaneously, the Company entered into a License
Agreement with CSAB giving it the exclusive, royalty free right
to
continue to sell its sports nutrition products in powder, gel and
pill
form. Consequently, the Company will continue to sell its
current sports nutrition products in the same manner as prior to
the sale
of the intellectual property
assets.
|
|
The
Company will receive royalty payments for a finite period following
the
launch of a product using the purchased assets, subject to an annual
limitation on the amount of the royalty. There are no minimum royalties.
CSAB launched a ready-to-drink (“RTD”) product in late June
2007.
|
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect
the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the
reported amount of revenue and expenses during the reporting
period. Actual results may differ from these estimates. The
significant estimates and assumptions made by the Company are in
the area
of revenue recognition as it relates to customer returns, inventory
obsolescence, allowance for doubtful accounts, and valuation allowances
for deferred tax assets, and valuation of equity instruments issued
under
Statement of Financial Accounting Standards ("SFAS") No. 123R,
"Share-Based Payment" ("SFAS
123R").
|
Sept.
30, 2007
|
||||||||
(Unaudited)
|
December
31, 2006
|
|||||||
Raw
materials
|
$ |
440,326
|
$ |
531,995
|
||||
Work
in process
|
-
|
77,771
|
||||||
Packaging
supplies
|
64,970
|
41,378
|
||||||
Finished
goods
|
1,358,985
|
1,165,188
|
||||||
Finished
goods on consignment
|
222,370
|
96,943
|
||||||
$ |
2,086,651
|
$ |
1,913,275
|
Three
Months
|
Nine
Months
|
|||||||||||||||
Ended
9/30
|
Ended
9/30
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Employee
compensation
|
$ |
65,091
|
$ |
42,736
|
$ |
188,448
|
$ |
141,256
|
||||||||
Consultant
compensation
|
-
|
2,860
|
1,510
|
13,619
|
||||||||||||
$ |
65,091
|
$ |
45,596
|
$ |
189,958
|
$ |
154,875
|
Weighted-
|
|||||||||||||||
Weighted-
|
Average
|
||||||||||||||
Average
|
Remaining
|
Aggregate
|
|||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||
Options
|
Shares
|
Price
|
Term
(Years)
|
Value
|
|||||||||||
Balance,
January 1, 2007
|
2,011,500
|
$ |
1.12
|
||||||||||||
Granted
during the period
|
61,000
|
$ |
2.00
|
||||||||||||
Exercised
during the period
|
(66,000 | ) | $ |
0.69
|
|||||||||||
Expired
during the period
|
(33,000 | ) | $ |
3.80
|
|||||||||||
Outstanding,
September 30, 2007
|
1,973,500
|
$ |
1.12
|
2.52
|
$ |
1,731,825
|
|||||||||
Exercisable,
September 30, 2007
|
1,210,834
|
$ |
1.20
|
1.67
|
$ |
1,072,393
|
Weighted-
|
||||||||
Average
|
||||||||
Grant-Date
|
||||||||
Non-vested
Shares
|
Shares
|
Fair
Value
|
||||||
Non-vested,
January 1, 2007
|
942,000
|
$ |
0.81
|
|||||
Granted
during the period
|
61,000
|
$ |
2.00
|
|||||
Vested
during the period
|
(240,334 | ) | $ |
0.52
|
||||
Forfeited
during the period
|
-
|
$ |
-
|
|||||
Non-vested,
September 30, 2007
|
762,666
|
$ |
1.00
|
Sept.
30, 2007
|
|
Expected
volatility
|
117%
|
Weighted-average
volatility
|
117%
|
Expected
dividends
|
0.0%
|
Expected
term (in years)
|
5
|
Risk-free
rate
|
4.20%
|
The
Company’s largest customer accounted for approximately 29% of net sales
for the three months ended September 30, 2007 and the Company’s two
largest customers accounted for approximately 20% and 19%, respectively,
of net sales for the three months ended September 30, 2006. The
Company’s
two largest customers accounted for approximately 20% and 14%,
respectively, of net sales for the nine months ended September
30, 2007
and the Company’s two largest customers accounted for approximately 20%
and 19%, respectively, of net sales for the nine months ended September
30, 2006. At September 30, 2007, amounts due from these two
customers represented approximately 44% and 4%, respectively, of
accounts receivable. At December 31, 2006, amounts due from these
two
customers represented approximately 27% and 14%, respectively,
of accounts
receivable. No other customers exceeded 10% of respective captions
noted
above.
|
|
Two
suppliers accounted for approximately 63% and 37%, respectively,
of total
inventory purchases for the three months ended September 30, 2007
and one
supplier accounted for approximately 80% of total inventory purchases
for
the three months ended September 30, 2006. Two suppliers
accounted for approximately 66% and 24%, respectively, of total
inventory
purchases for the nine months ended September 30, 2007 and two
suppliers
accounted for approximately 66% and 21%, respectively, of total
inventory
purchases for the nine months ended September 30, 2006. At
September 30, 2007, amounts due to these two vendors represented
approximately 34% and 20%, respectively, of accounts payable and
accrued
expenses. At December 31, 2006, amounts due to these two
vendors represented approximately 3% and 2%, respectively, of accounts
payable and accrued expenses. No other vendors exceeded 10% of
respective
captions noted above.
|
Item
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Exhibit
Number
|
Description
of Exhibit(1)
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
3(i)(c)
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit
4.1 to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by
and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs,
LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005,
by and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and
any
additional investor that becomes a party thereto (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2,
2006)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by
and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|
PACIFICHEALTH
LABORATORIES, INC.
|
||
By:
/S/ STEPHEN P. KUCHEN
|
||
STEPHEN
P. KUCHEN
|
||
Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
|
||
Date:
November 14, 2007
|
Exhibit
Number
|
Description
of Exhibit(1)
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
3(i)(c)
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit
4.1 to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005,
by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs,
LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005,
by and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated
by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by
reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and
any
additional investor that becomes a party thereto (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2,
2006)
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit
10.8 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit
10.9 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006,
by and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|