(a),
(e)
and (f): Not applicable.
(b) On
September 19, 2007, Walter Ogier, resigned as a Director, President and Chief
Executive Officer of the Company, effective immediately. The Company thanks
Mr.
Ogier for his service to the Company.
(c) On
September 19, 2007, the Company’s Board of Directors appointed Shawn P. Cain
(age 41), currently the Vice President of Operation of the Company, as the
interim President and Chief Executive Officer to serve until his successor
is
duly elected and qualified or until his prior removal or resignation.
Mr.
Cain
joined the Company as its Vice President of Operations in April 2005 and
was
previously employed by the Company as a part-time consultant from December
2003
to March 2005. From June 2003 to March 2005, Mr. Cain was employed at Becton
Dickinson’s Discovery Labware, Biologics Business, where he was responsible for
the operation of two manufacturing facilities that produced over 900 biologics
products. From January 1997 through May 2003, Mr. Cain was the Vice
President of Operations for Circe Biomedical, Inc., where he was instrumental
in
the early development of the bioartificial liver technology, including
development the company’s HepatAssistTM
product.
There
is
no family relationship, arrangement or understanding between Mr. Cain and
any
other person pursuant to which he was appointed as an executive officer of
the
Company.
Mr.
Cain
will remain an at-will employee and will receive an annual salary of $185,000.
Mr. Cain was also granted options to purchase 100,000 shares of the Company’s
common stock at an exercise price of $0.49 which vest in accordance with
predefined milestones along specific timeframes.
(d)
On
September 19, 2007, the Company’s Board of Directors appointed Amy Factor to
serve as a Director of the Company to fill the vacancy created by the
resignation of Mr. Ogier, to serve until the 2008 Annual Meeting of
Stockholders. In connection with Ms. Factor’s appointment to the Board of
Directors, the Company entered into an arrangement with AFO Advisors, LLC,
pursuant the Company engaged Ms. Factor to commit 50% of her time to provide
investor relations services to support the Company’s fundraising efforts as well
as provide strategic, accounting and financial advice. The Company granted
AFO
Advisors, LLC 100,000 shares of restricted common stock, 50,000 of which
will
become unrestricted on January 1, 2008, and 50,000 of which will become
unrestricted in accordance with predefined milestones along specific timeframes.
In addition, AFO Advisors will be paid $12,500 per month for a period of
up to
twelve months.
A
copy of
the press release announcing the resignation of Mr. Ogier and the appointment
of
Mr. Cain and Ms. Factor is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated herein by reference.