Each one in plain English, with the numbers worked through for a shareholder.
7 Jan 2013material agreement▼ BadMajor
On January 1, 2013 the company settled its dispute with Pyratine LLC (formerly Skinvera LLC), the buyer of the skincare business in March 2010. Pyratine alleged the Polish Academy research contracts were cancelled through the company's acts, and said Pyratine had made no payments on the $1.8M note. Under the settlement Pyratine is to pay $100,000 (less up to $1,500 of legal fees) by December 31, 2012, and the company credits another $100,000 against the note. The note is restated at $1,876,657, due July 1, 2021 at 1.17% interest with no payments until then. The company gives up the royalty rights, IP rights and security interests it held under the 2010 sale, so the royalty stream from that sale is gone and the only remaining claim is the long-dated note, which had gone unpaid so far.
On April 18, 2012 the company bought 70% of Coeur d'Alene Mine Contracting LLC from Jeff Lambert and Steve Ivie for $200,000 and 2,000,000 ordinary shares, and agreed to lend the LLC $100,000 by May 1, 2012 (4% interest, due by May 1, 2020). The filing says the LLC is newly formed, has no revenue or material assets, and plans contract mining for third parties and for the company's own mining projects. On April 23 it also bought 42 unpatented claims in Lemhi County, Idaho for $100, issued 1,000,000 shares each to Lambert and Ivie plus 200,000 shares to Kurt Hoffman for consulting, hired Lambert and Ivie on $120,000 salaries, and appointed Donna Street CFO (Howard Crosby stays President and director). This adds new shares to the count and extends the mining push begun with the 2011 Iron Eagle deal.
On September 1, 2011 the company exercised its put right and Platinum took back the participation bought in April 2010 (45% of claims against Firstgold, owner of the Relief Canyon Mine) at $5,034,281, resolving that thread. The price was partly set off against the $2,876,790 still owed on the March 2010 DMRJ note, and the company received $2,535,689 in cash. The note is discharged and DMRJ's liens are released. The press release says it exercised the put because it could not close financing to buy 100% of Relief Canyon and Platinum accepted a bid from Sagebrush Gold. It says Platinum will raise its warrant exercise price to $1.00 from $0.70, and the company will focus on Gray Eagle and Iron Creek.
18 Mar 2011asset acquisition disposition● NeutralMajor
On March 17, 2011 the company issued 8,150,000 shares (5,500,000 to Brush Prairie Minerals and 2,650,000 to Chester Mining) to acquire Iron Eagle Acquisitions, which holds the Gray Eagle Mine claims in Siskiyou County, California, and property in Lemhi County, Idaho (Iron Creek); the shares were valued at $6,520,000. John Ryan and Howard Crosby, who run the company, also take director seats at the two sellers. This continues the move away from skincare into resources, adds mining alongside the Texas oil interest, and dilutes existing shareholders; the press release also mentions a plan to restart the Relief Canyon Gold Mine, which ties to the April 2010 bankruptcy-claim purchase (an inference).
On November 9, 2010 the company and DMRJ amended the $3.0 million March 2010 convertible note, cutting the conversion price from $1.25 to $0.70 and letting DMRJ swap the note into securities of any later, more favourable financing. In return DMRJ consented to the company issuing additional secured debt, which the note otherwise prohibited. Shareholders face more potential dilution from the lower conversion price.
20 May 2010asset acquisition disposition● NeutralMajor
On May 14, 2010 the company bought a 15% working interest in oil and gas leases in Dawson County, Texas (the Riggan Project) from SDX Resources for $108,397, with Breck Operating Corp as operator. It will pay 20% of the cost of the first test well (to be started by September 1, 2010) and 17.647059% of a second well, and the press release expects about $495,000 total for the two wells. This is the company's first oil and gas interest in this history, following the March 2010 change of management and exit from skincare.
On May 10, 2010 the board dismissed its auditor Macias Gini & O'Connell and appointed DeCoria Maichel & Teague P.S. The old auditor's reports for 2008 and 2009 were clean and the filing reports no disagreements or reportable events.
On April 1, 2010 the company paid $5.0 million to a partnership majority-owned by Platinum Partners Value Arbitrage Fund, the same group behind the March 2010 note financing, for an interest in $7.0 million of notes and contractual rights owed by an unnamed natural-resources company in US bankruptcy. The filing gives no further detail on the debtor's assets, and the seller gave only limited representations about title and liens.
10 Mar 2010asset acquisition disposition● NeutralMajor
On March 10, 2010 the company (filing as Senetek PLC) closed a $3.0 million interest-free convertible note with DMRJ Group (affiliated with Platinum Partners), convertible at $1.25 per share, plus a five-year warrant for 1.8 million shares at $1.75. As conditions of the deal, it sold its skincare business (all assets except kinetin and zeatin) to Skinvera LLC, owned by former CEO Frank Massino, for a $1.8 million 6% note due in seven years plus royalties (5% of net direct sales and 10% of net skincare royalties, capped at $5 million). Massino and CFO William O'Kelly were terminated without cause and Massino and Rodger Bogardus left the board; John Ryan (CEO), Howard Crosby (President) and Wesley Holland joined the board. The company's stated direction moves away from skincare; the filing says a new business strategy is to be developed.
On December 31, 2009 the company ended the Brentwood, Tennessee lease signed in May 2009 (term to May 2012, about $310,000 minimum rent) by paying $52,890 and handing over certain location-related assets to Fairlawns. This followed its decision to close the Brentwood Customer Care Center and move those operations to Napa, California.
On June 5, 2009 the company signed a six-year extension of its December 2005 research agreement with the Czech Republic Institute of Experimental Botany. Per the press release, it keeps exclusive global licences to cytokinins the Institute develops or acquires, a right of first refusal on certain non-cytokinin compounds, and a new compound group (supercytokin plus) is added; this continues the Prague research relationship noted in earlier filings.
On May 14, 2009 the company signed a lease with Fairlawns Partnership for office space in Brentwood, Tennessee, for a non-cancellable three-year term from June 1, 2009 to May 31, 2012, with minimum rent of about $310,000 in total.
3 July 2008material agreement termination▼ BadMajor
On June 27, 2008 the company ended its Triax licence for Pyratine-6 (the second-generation cytokinin) via a settlement: Triax paid $975,000 (plus $150,000 expected from a third-party service provider) along with previously unremitted sales proceeds. The company got back all its intellectual property, inventory and promotional materials, and a two-year non-compete from Triax, and now bears responsibility for Pyratine-6; this ends the August 2007 deal, including the $10.8 million guaranteed 2008 minimum, after a dispute process begun in March 2008. Separately, on June 30, 2008 it terminated the Invicorp licence with Ardana, which went into voluntary administration on June 27, 2008; it demanded transfer of Ardana's data and marketing authorisations, so the European Invicorp licence is gone.
On August 4, 2007 the company gave Triax Aesthetics LLC an exclusive licence for its second-generation cytokinin in the ethical channel in the US and territories, Canada and select Middle East countries. The company supplies product and contributes sales and marketing payments totalling $4.5 million in year one; it keeps all net revenue in year one with a guaranteed minimum of $10.8 million in 2008, then revenues are shared 50/50.
On March 30, 2007 the company gave Valeant a paid-up licence for Kinetin and Zeatin and assigned to Valeant future royalties from other Kinetin licensees. In return it received $21 million in cash, a waiver of $6 million in future marketing credits it would otherwise have owed Valeant, and a right to share in royalties due to Valeant from other Kinetin licensees through 2011. This replaces the annual minimum royalty structure set in the August 2005 amendment (inference: the filing does not say so explicitly). The same filing notes a Form 12b-25 was filed to extend the deadline for the 2006 annual report.
On May 23, 2006 the company adopted the Senetek Equity Plan, reserving 5,000,000 ordinary shares for options and restricted shares for employees, directors and consultants, so future grants could dilute existing shareholders (inference). The filing also attaches a June 13, 2006 press release announcing successful clinical trial results for PRK 124; the filing gives no details of the results.
On March 20, 2006 the company sold its Reliaject disposable autoinjector patents, trademarks and automated manufacturing equipment to Ranbaxy Pharmaceutical Inc. Ranbaxy paid a non-refundable $500,000 now, with further milestone payments tied to regulatory approvals and cumulative sales, plus a percentage of net sales. Ranbaxy also agreed to negotiate in good faith with Invicorp licensees (Ardana for Europe, Plethora for North America) on contract manufacturing of the autoinjector pre-filled with Invicorp.
On February 16, 2006 the company gave Plethora Solutions an exclusive licence for Invicorp, its erectile dysfunction treatment, in the United States and Canada. Plethora takes over regulatory approval and marketing, and the company receives royalties on sales plus milestone payments; the filing gives no dollar amounts. Plethora also gets a right of first offer on other countries, excluding the EU, where Ardana Bioscience already holds an exclusive licence.
The company and its auditor BDO Seidman mutually agreed to part ways, with termination confirmed on August 10, 2005, and the board hired Macias Gini & Company for the 2005 audit after reviewing competitive bids. The filing says there were no disagreements and no adverse or qualified audit opinions in 2003, 2004 or the 2005 interim period.
On August 5, 2005 the company amended its 2003 licence agreement with Valeant Pharmaceuticals, giving Valeant exclusive worldwide marketing and manufacturing rights to Zeatin and broader rights to Kinetin, subject to existing Kinetin licensees. In return the company gets minimum annual royalties of $6 million for 2006, $7 million for 2007 and $8 million a year for 2008 to 2010, less a $250,000 per quarter credit to Valeant, plus extra royalties above agreed sales thresholds. The company's press release calls this $37 million guaranteed over five years, before existing credits.
Nasdaq told the company on November 8, 2004 that its American Depositary Shares would be delisted from the Nasdaq SmallCap Market from November 10, 2004, because it failed the alternative listing tests on shareholders' equity, market value and net income. The company expects the shares to trade on the OTC Bulletin Board as SNTK.OB, plans to appeal (which does not stop the delisting), and says it hopes to relist later on Nasdaq or the American Stock Exchange. The press release also mentions a non-binding letter of intent, announced October 27, 2004, for a possible business combination with IGI, Inc.
5 Oct 2004capital raising announcement● NeutralMajor
On September 30, 2004 the company completed a restructuring of its Senior Secured Notes with holders Pearl Waves and Wallington Investment Holdings. It prepaid $1.6 million of roughly $4.9 million outstanding, kept the 8.5% interest rate, and dropped the principal payments that were due in 2005 and 2006. Holders can now exchange the notes for ordinary shares at $0.80 per share, once an SEC registration statement is effective, so shareholders could be diluted if they do. Several warrant series were also amended, with expiry extended to March 2011 and a cut from $1.25 to $0.50 on about 2.65 million Series B warrants as notes are exchanged or repaid; the company received no cash from the deal.
15 Jan 2003asset acquisition disposition● NeutralMajor
On December 31, 2002 the company (named in this filing as Senetek PLC, a skincare and healthcare group, not an oil and gas business) sold its rights to the Mill Creek and Silver Fox lines and other brands from its 1995 Carme acquisition to U.S. International Trading Corporation (USITC). The price was $2.8 million: $400,000 cash at closing, 23 quarterly payments of $100,000 from September 30, 2003 plus interest, and a $100,000 deposit USITC paid in 1999. The sale ends a licence under which USITC had paid royalties since 1999, and the filing's pro forma figures remove those royalties ($404,000 for 2001 and $283,000 for the first nine months of 2002). The filing says most of the gain is deferred until cash is collected.
