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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ivivi Technologies, Inc. | AMEX:II | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
New
Jersey
|
22-2956711
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
Steven
M. Skolnick, Esq.
Anita
L. Chapdelaine, Esq.
Lowenstein
Sandler PC
65
Livingston Avenue
Roseland,
New Jersey 07068-1791
(973)
597-2500
|
Calculation
of Registration Fee
|
||||
Title
of Each Class
of
Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
per Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
common
stock, no par value
|
2,161,032
shares (1)
|
$5.07
(2)
|
$11,086,095
(2)
|
$341.00
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers such indeterminate number of shares
of
common stock as may be required to prevent dilution resulting from
stock
splits, stock dividends or similar
events.
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low sales prices of the
registrant’s common stock on December 12, 2007, as reported on the
American Stock Exchange.
|
Section
|
Page
|
Prospectus
Summary
|
1
|
Risk
Factors
|
4
|
Special
Note Regarding Forward-Looking Statements
|
20
|
Use
of Proceeds
|
21
|
Selling
Securityholders
|
22
|
Plan
of Distribution
|
26
|
Incorporation
of Certain Information by Reference
|
28
|
Dislcosure
of Commission Position on Indmenfication for Securities Act
Liabilities
|
29
|
Where
You Can Find More Information
|
29
|
Legal
Matters
|
29
|
Experts
|
29
|
|
·
|
the
electroceutical signals;
|
|
·
|
a
signal generator; and
|
|
·
|
an
applicator.
|
|
·
|
acute
or chronic wounds, including post surgical
wounds;
|
|
·
|
edema
and pain following plastic and reconstructive surgery;
and
|
|
·
|
pain
associated with the inflammatory phase of chronic
conditions.
|
Common
Stock Offered by Selling Securityholders:
|
|
2,161,032
shares*
|
Common
Stock Issued and Outstanding as of December 12, 2007:
|
|
10,667,437
shares
|
Use
of Proceeds:
|
|
We
will not receive any proceeds from the sale of the shares of common
stock
covered by this prospectus. We will receive proceeds of any
cash exercise of the warrants.
|
American
Stock Exchange Symbol:
|
|
II
|
|
•
|
our
ability to effectively and efficiently market and distribute our
products
through our sales force and third-party
distributors;
|
|
•
|
the
ability of ADM Tronics Unlimited, Inc., or ADM, or other manufacturers
utilized by us to effectively and efficiently manufacture our
products;
|
|
•
|
our
ability to obtain market acceptance of our current products and future
products that may be developed by
us;
|
|
•
|
our
ability to sell our products at competitive prices which exceed our
per
unit costs; and
|
|
•
|
our
ability to obtain regulatory approval or clearance of our
products.
|
|
•
|
increased
market acceptance and sales of our current
products;
|
|
•
|
commercialization
and market acceptance of new technologies and products under development;
and
|
|
•
|
medical
community awareness.
|
|
•
|
our
ability to fund and establish research that supports the efficacy
of new
technologies and products;
|
|
•
|
our
ability to obtain regulatory approval or clearance of such technologies
and products, if needed;
|
|
•
|
our
ability to obtain market acceptance of such new technologies and
products;
|
|
•
|
our
ability to effectively and efficiently market and distribute such
new
products;
|
|
•
|
the
ability of ADM or other manufacturers utilized by us to effectively
and
efficiently manufacture such new products;
and
|
|
•
|
our
ability to sell such new products at competitive prices that exceed
our
per unit costs for such products.
|
|
•
|
fund
research and development;
|
|
•
|
expand
sales and marketing activities;
|
|
•
|
develop
new or enhanced technologies or
products;
|
|
•
|
maintain
and establish regulatory
compliance;
|
|
•
|
respond
to competitive pressures; and
|
|
•
|
acquire
complementary technologies or take advantage of unanticipated
opportunities.
|
|
•
|
the
costs and progress of our research and development
efforts;
|
|
•
|
the
preparation of pre-market application submissions to the FDA for
our new
products and technologies and costs associated
therewith;
|
|
•
|
the
number and types of product development programs
undertaken;
|
|
•
|
the
number of products we have manufactured for sale or
rental;
|
|
•
|
the
costs and timing of expansion of sales and marketing
activities;
|
|
•
|
the
amount of revenues from sales of our existing and potentially new
products;
|
|
•
|
the
cost of obtaining and maintaining, enforcing and defending patents
and
other intellectual property rights;
|
|
•
|
competing
technological and market developments;
and
|
|
•
|
developments
related to regulatory and third-party coverage
matters.
|
|
•
|
one
patent on our device, which expires in 2019, as well as two other
patents
for certain embodiments of PEMF and other aspects of such
device;
|
|
•
|
eight
U.S. non-provisional patent applications pending;
and
|
|
•
|
two
provisional U.S. patents pending.
|
|
•
|
subsequently
discovered prior art;
|
|
•
|
lack
of entitlement to the priority of an earlier, related application;
or
|
|
•
|
failure
to comply with the written description, best mode, enablement or
other
applicable requirements.
|
|
•
|
other
patents may be granted with respect to the patent applications filed
by
us; and
|
|
•
|
any
patents issued to us may not provide commercial benefit to us or
will be
infringed, invalidated or circumvented by
others.
|
|
•
|
unavailability
of materials and interruptions in delivery of components and raw
materials
from our suppliers;
|
|
•
|
manufacturing
delays caused by such unavailability or interruptions in delivery;
and
|
|
•
|
fluctuations
in the quality and the price of components and raw
materials.
|
|
•
|
our
insurance will provide adequate coverage against potential liabilities
if
a product causes harm or fails to perform as
promised;
|
|
•
|
adequate
product liability insurance will continue to be available in the
future;
or
|
|
•
|
our
insurance can be maintained on acceptable
terms.
|
|
•
|
manufactured
in establishments subject to FDA inspection to assess compliance
with the
FDA Quality Systems Regulation, or QSR;
and
|
|
•
|
produced
in accordance with the QSR for medical
devices.
|
|
•
|
is
required to be registered as a medical device manufacturing site
with the
FDA; and
|
|
•
|
is
subject to inspection by the FDA.
|
|
•
|
warning
letters, fines, injunctions and civil
penalties;
|
|
•
|
repair,
replacement, refunds, recall or seizure of our
products;
|
|
•
|
operating
restrictions or partial suspension or total shutdown of
production;
|
|
•
|
refusing
our requests for 510(k) clearance or premarket approval of new products,
new intended uses, or modifications to existing
products;
|
|
•
|
withdrawing
510(k) clearance or premarket approvals that have already been granted;
and
|
|
•
|
criminal
prosecution.
|
|
•
|
the
election of directors;
|
|
•
|
adoption
of stock option plans;
|
|
•
|
the
amendment of charter documents; or
|
|
•
|
the
approval of certain mergers and other significant corporate transactions,
including a sale of substantially all of our
assets.
|
|
•
|
authorizing
the issuance of “blank check” preferred stock that could be issued by our
board of directors to increase the number of outstanding shares or
change
the balance of voting control and resist a takeover
attempt;
|
|
•
|
limiting
the ability of shareholders to call special meetings of
shareholders;
|
|
•
|
requiring
all shareholder actions to be taken at a meeting of our shareholders
or by
the unanimous written consent of our shareholders;
and
|
|
•
|
establishing
advance notice requirements for nominations for election to the board
of
directors and for proposing matters that can be acted upon by shareholders
at shareholder meetings.
|
Common
Stock Beneficially
Owned
After this Offering
|
||||||||||||||||
Selling
Securityholders
|
Number
of Shares
of
Common Stock
Beneficially
Owned
|
Shares
Being
Offered
|
Number
of
Shares
Outstanding
|
Percent
of
Shares
Outstanding
|
||||||||||||
The
Pinnacle Fund, L.P.
(1)
|
1,000,000
|
1,000,000
|
0
|
0
|
||||||||||||
Ajax
Capital LLC
(2)
+
|
396,079 | (3) | 396,079 | (3) | 0 | (4) |
0
|
|||||||||
Kenneth
S. Abramowitz & Co., Inc.
(5)
+
|
99,021 | (6) | 99,021 | (6) | 0 | (7) |
0
|
|||||||||
Millennium
Partners, L.P.
(8)
^
|
207,942 | (9) | 207,942 | (9) | 0 | (10) |
0
|
|||||||||
Valor
Capital Management, L.P.
(11)
|
89,119 | (12) | 89,119 | (12) |
0
|
0
|
||||||||||
Steven
Berkowitz, M.D.
|
14,241 | (13) |
535
|
13,706 | (13) |
*
|
||||||||||
Lee
A. Pearlmutter Trust
(21)
|
7,388 | (13) |
535
|
6,853 | (13) |
*
|
||||||||||
Ronald
Marks
|
28
|
28
|
0
|
0
|
||||||||||||
Peter
J. Van Emon
|
3,621 | (14) |
193
|
3,428 | (14) |
*
|
||||||||||
Aaron
D. Weinberger
|
5,587 | (14) |
231
|
5,356 | (14) |
*
|
||||||||||
Richard
Linchitz and Rita Linchitz
|
56,660 | (15) |
1,838
|
54,822 | (15) |
*
|
||||||||||
Guerilla
Partners, L.P.
(22)
|
451,243 | (16) |
6,266
|
449,977 | (16) |
*
|
||||||||||
Edgar
and Kim Massabni
|
28,334 | (17) |
922
|
27,412 | (17) |
*
|
||||||||||
Peter
Brennan
^
|
56,365 | (15) |
1,543
|
54,822 | (15) |
*
|
||||||||||
Stephen
Cohen
|
13,943 | (13) |
237
|
13,706 | (13) |
*
|
||||||||||
Jack
Silver TR Sherleigh Associates Inc. Profit Sharing
Plan
(23)
|
988,066 | (18) |
24,928
|
963,138 | (18) | 9.0% | ||||||||||
Maxim
Partners LLC
(19
)^
|
331,615 | (20) | 331,615 | (20) |
0
|
*
|
*
|
Indicates
ownership of less than 1%.
|
+
|
Except
as indicated by a (+), no selling securityholder is an officer, director,
affiliate or 5% shareholder of ours.
|
^
|
Except
as indicated by a (^), no selling securityholder is a broker dealer
or an
affiliate of a broker-dealer. Peter Brennan is a registered
representative with Matrix Capital Market Groups, Inc., a broker-dealer.
Maxim Partners LLC owns a controlling interest in Maxim Group LLC,
a
registered broker dealer. Millenium Partners, L.P. is an
affiliate of a broker dealer.
|
(1)
|
The
control person of The Pinnacle Fund, L.P. is Barry M. Kitt, the sole
member of Pinnacle Fund Management, L.L.C, which is the General Partner
of
Pinnacle Advisers, L.P., which is the General Partner of The Pinnacle
Fund, L.P. Mr. Kitt exercises sole voting and dispositive
powers with respect to securities owned by The Pinnacle Fund,
L.P.
|
(2)
|
The
control person of Ajax Capital LLC is Steven M. Gluckstern, the sole
member of Ajax Capital LLC. Mr. Gluckstern exercises sole
voting and dispositive powers with respect to securities owned by
Ajax
Capital LLC.
|
(3)
|
Includes 200,001
shares of common stock issuable upon exercise of outstanding warrants
held
by Ajax Capital LLC. Does not include (i) 81,250 shares of
common stock issuable upon exercise of rights of Mr. Gluckstern to
purchase an aggregate of up to 81,250 shares of common stock during
the
period from November 8, 2005 to November 8, 2010 granted by certain
shareholders, including, Andre’ DiMino, our Co-Chief Executive Officer and
Vice Chairman, David Saloff, our Co-Chief Executive Officer and President,
and Edward Hammel, our Executive Vice President and Chief Operating
Officer, pursuant to a share purchase right agreement; (ii) 65,000
shares
of which are subject to a voting agreement between Mr. Gluckstern
under
which Mr. DiMino has the right to vote such shares; provided, however,
that the voting agreement with respect to such shares shall terminate
on
the earlier to occur of October 24, 2009 and the purchase of
such shares by Mr. Gluckstern pursuant to the share purchase
agreement; or (iii) 775,000 shares of our common stock issuable
upon exercise of options to purchase shares of our common stock held
by
Mr. Gluckstern, of which options to purchase up to 516,661 shares
of
common stock are exercisable within 60 days of December 12,
2007.
|
(4)
|
Does
not include (i) 81,250 shares of common stock issuable upon exercise
of
rights of Mr. Gluckstern to purchase an aggregate of up to 81,250
shares
of common stock during the period from November 8, 2005 to November
8,
2010 granted by certain shareholders, including, Andre’ DiMino, our
Co-Chief Executive Officer and Vice Chairman, David Saloff, our Co-Chief
Executive Officer and President, and Edward Hammel, our Executive
Vice
President and Chief Operating Officer, pursuant to a share purchase
right
agreement; (ii) 65,000 shares of which are subject to a voting agreement
between Mr. Gluckstern under which Mr. DiMino has the right to vote
such
shares; provided, however, that the voting agreement with respect
to such
shares shall terminate on the earlier to occur of October 24,
2009 and the purchase of such shares by Mr. Gluckstern pursuant to
the
share purchase agreement; or (iii) 775,000 shares of our common
stock issuable upon exercise of options to purchase shares of our
common
stock held by Mr. Gluckstern, of which options to purchase 516,661
shares
are exercisable within 60 days of December 12,
2007.
|
(5)
|
The
control person of Kenneth S. Abramowitz & Co., Inc. is Kenneth S.
Abramowitz, the sole shareholder of Kenneth S. Abramowitz & Co.,
Inc. Mr. Abramowitz exercises sole voting and dispositive
powers with respect to securities owned by Kenneth S. Abramowitz
&
Co., Inc.
|
(6)
|
Includes 50,001
shares of common stock issuable upon exercise of outstanding warrants.
Does not include 40,000 shares of common stock issuable upon exercise
of options to purchase shares of our common stock held by Mr. Abramowitz,
of which options to purchase 20,000 shares are exercisable within 60
days of December 12, 2007.
|
(7)
|
Does
not include 40,000 shares of common stock issuable upon exercise
of
options to purchase shares of our common stock held by Mr. Abramowitz,
of
which options to purchase 20,000 shares exercisable within 60 days of
December 12, 2007.
|
(8)
|
Millennium
Management LLC, a Delaware limited liability company, is the general
partner of Millennium Partners, L.P., a Cayman Islands exempted limited
partnership, and consequently may be deemed to have voting control
and
investment discretion over securities owned by Millennium Partners,
L.P. Israel A. Englander is the sole managing member of
Millennium Management LLC. As a result, Mr. Englander may be
deemed to be the beneficial owner of any shares deemed to be beneficially
owned by Millennium Management LLC. The foregoing should not be
construed in and of itself as an admission by either Millennium Management
LLC or Mr. Englander as to beneficial ownership of the shares of
common
stock owned by Millennium Partners, L.P.
|
(9)
|
Includes 105,001
shares of common stock issuable upon exercise of outstanding warrants
held
by Millennium Partners, L.P. Does not include 1,972 shares of our
common stock owned by Millenco LLC, an affiliate of Millenium Partners,
L.P.
|
(10)
|
Does
not include 1,972 shares of common stock held by Millenco LLC, an
affiliate of Millenium Partners, L.P.
|
(11)
|
The
control person of Valor Capital Management, L.P. is John M. Kratky,
III,
the managing member of Kratky Management, LLC, general partner of
Valor
Capital Management, L.P. Mr. Kratky exercises sole voting and
dispositive powers with respect to securities owned by Valor Capital
Management, L.P.
|
(12)
|
Includes
45,001 shares of common stock issuable upon exercise of outstanding
warrants.
|
(13)
|
Includes
6,853 shares of common stock issuable upon exercise of outstanding
warrants.
|
(14)
|
Includes
3,428 shares of common stock issuable upon exercise of outstanding
warrants.
|
(15)
|
Includes
27,411 shares of common stock issuable upon exercise of outstanding
warrants.
|
(16)
|
Includes
258,926 shares of common stock issuable upon exercise of outstanding
warrants.
|
(17)
|
Includes
13,706 shares of common stock issuable upon exercise of outstanding
warrants.
|
(18)
|
Includes
516,869 shares of common stock issuable upon exercise of outstanding
warrants held by Sherleigh Associates Profit Sharing
Plan.
|
(19)
|
Maxim
Partners LLC owns 98% of Maxim Group LLC, a registered broker dealer.
MJR
Holdings LLC owns 72% of Maxim Partners LLC. Mike Rabinowitz is the
principal manager of MJR Holdings and exercises voting and dispositive
power with respect to the securities owned by Maxim Partners
LLC.
|
(20)
|
Includes
331,615 shares of common stock issuable upon exercise of outstanding
warrants.
|
(21)
|
The
control person of Lee A. Pearlmutter Trust is Lee A.
Pearlmutter. Mr. Pearlmutter exercises sole voting and
dispositive powers with respect to securities owned by Lee A. Pearlmutter
Trust.
|
(22)
|
Peter
Siris and Leigh Curry have voting and investment control over such
securities.
|
(23)
|
The
control person of Sherleigh Associates Inc. Profit Sharing Plan is
Jack
Silver, the trustee of Sherleigh Associates Inc. Profit Sharing
Plan. Mr. Silver has sole voting and dispositive powers with
respect to securities owned by Sherleigh Associates Inc. Profit Sharing
Plan.
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits Investors;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
to
cover short sales made after the date that the registration statement
of
which this prospectus is a part is declared effective by the
SEC;
|
|
·
|
broker-dealers
may agree with the Selling Stockholders to sell a specified number
of such
shares at a stipulated price per share;
and
|
|
·
|
a
combination of any such methods of
sale.
|
|
(1)
|
our
Annual Report on Form 10-KSB for the fiscal year ended March 31,
2007;
|
(2)
|
our
Quarterly Report on Form 10-QSB for the quarter ended June 30,
2007;
|
|
(3)
|
our
Quarterly Report on Form 10-QSB for the quarter ended September30,
2007;
|
|
(4)
|
our
proxy statement on Schedule 14A for our annual meeting of shareholders
held on October 1, 2007;
|
|
(5)
|
our
Current Reports on Form 8-K filed with the SEC on September 26, 2007,
October 4, 2007, October 16, 2007 and October 19,
2007;
|
|
(6)
|
all
other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above;
|
|
(7)
|
the
description of our common stock contained in our set forth in our
Registration Statement on Form 8-A filed pursuant to Section 12 of
the
Exchange Act and declared effective by the Securities and Exchange
Commission on October 18, 2006 (File No. 001-33088) and any and all
amendments and reports filed for the purpose of updating such description;
and
|
|
(8)
|
all
documents that we file with the SEC under Sections 13(a), 13(c),
14 or
15(d) of the Exchange Act prior to the termination of the
offering.
|
|
|
|
|
SEC
registration fee
|
|
$
|
340
|
Legal
fees and expenses
|
|
|
20,000
|
Accounting
fees and expenses
|
|
|
5,000
|
Printing
and related expenses
|
|
|
5,000
|
Miscellaneous
|
|
|
--
|
Total
|
|
$
|
30,340
|
Exhibit
No.
|
Description
|
|
3.1
|
Restated
Certificate of Incorporation of Ivivi Technologies, Inc.
(1)
|
|
3.2
|
Amended
and Restated By-Laws of Ivivi Technologies, Inc.
(1)
|
|
4.1
|
Form
of Stock Certificate of Ivivi Technologies, Inc.
(2)
|
|
4.2
|
Warrant
issued to certain investors (one in a series of warrants with identical
terms)
(3)
|
|
4.3
|
Form
of Warrant issued to Placement Agent
(3)
|
|
4.4
|
Warrant
issued to certain investors (one in a series of warrants with identical
terms)
(4)
|
|
4.5
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(included as Exhibit E to form of Subscription Agreement filed as
Exhibit
10.2)
|
|
4.6
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(included as Exhibit C to form of Subscription Agreement filed as
Exhibit
10.3)
|
|
4.7
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(2)
|
|
4.8
|
Form
of Warrant issued to consultants
(2)
|
|
4.9
|
Form
of Warrant issued to certain advisor
(2)
|
|
4.10
|
Registration
Rights Agreement, dated October 15, 2007, between Ivivi Technologies,
Inc.
and The Pinnacle Fund, L.P.
(5)
|
|
5.1
|
Opinion
of Lowenstein Sandler PC as to legality of securities being offered
*
|
|
10.1
|
Securities
Purchase Agreement, dated as of October 15, 2007, between Ivivi
Technologies, Inc. and The Pinnacle Fund, L.P.
(5)
|
|
10.2
|
Subscription
Agreement between Ivivi Technologies, Inc. and certain investors
(2)
|
|
10.3
|
Subscription
Agreement between Ivivi Technologies, Inc. and certain investors
(2)
|
|
23.1
|
Consent
of Raiche Ende Malter & Co. LLP
*
|
|
23.2
|
Consent
of Lowenstein Sandler PC (incorporated by reference to Exhibit
5.1)
|
|
24.1
|
Powers
of Attorney (Included in Signature Page of this Post-Effective Amendment
No. 1 to Registration Statement)
|
|
(1)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Registration Statement on Form
S-8, filed with the Securities and Exchange Commission on February
13,
2007.
|
|
(2)
|
Incorporated
by reference to Amendment No. 7 to Ivivi Technologies, Inc.’s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission
on October 13, 2006.
|
|
(3)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Registration Statement on Form
SB-2, filed with the Securities and Exchange Commission on February
11,
2005.
|
|
(4)
|
Incorporated
by reference to Amendment No. 3 to Ivivi Technologies, Inc.’s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission
on April 20, 2006.
|
|
(5)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 17,
2007.
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about an undersigned registrant or
its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by an
undersigned registrant to the
purchaser.
|
|
IVIVI
TECHNOLOGIES, INC.
By
:
/s/ Andre'
DiMino
Andre’ DiMino
Vice
Chairman and Co-Chief
ExecutiveOfficer
|
|
|
|
|
|
Signature
|
|
Capacities
|
|
Date
|
|
|
|
||
/s/ Andre'
DiMino
Andre’ A. DiMino
|
|
Co-Chief
Executive Officer
(Principal
Executive Officer) and Director
|
|
December
14, 2007
|
|
|
|
||
/s/
David
Saloff
David
Saloff
|
|
President
and Co-Chief Executive Officer
(Principal
Executive Officer) and Director
|
|
December
14, 2007
|
/s/
Alan V.
Gallantar
Alan
V. Gallantar
|
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
|
December
14, 2007
|
/s/
Steven M.
Gluckstern
Steven
M. Gluckstern
|
|
Chairman
of the Board
|
|
December
14, 2007
|
/s/
Kenneth S.
Abramowitz
Kenneth
S. Abramowitz
|
|
Director
|
|
December
14, 2007
|
|
||||
/s/
Louis J. Ignarro,
Ph.D.
Louis
J. Ignarro, Ph.D.
|
|
Director
|
|
December
14, 2007
|
/s/
Pamela J. Newman,
Ph.D.
Pamela
J. Newman, Ph.D.
|
|
Director
|
|
December
14, 2007
|
/s/
Jeffrey A.
Tischler
Jeffrey
A. Tischler
|
|
Director
|
|
December
14, 2007
|
Exhibit
No.
|
Description
|
|
3.1
|
Restated
Certificate of Incorporation of Ivivi Technologies, Inc.
(1)
|
|
3.2
|
Amended
and Restated By-Laws of Ivivi Technologies, Inc.
(1)
|
|
4.1
|
Form
of Stock Certificate of Ivivi Technologies, Inc.
(2)
|
|
4.2
|
Warrant
issued to certain investors (one in a series of warrants with identical
terms)
(3)
|
|
4.3
|
Form
of Warrant issued to Placement Agent
(3)
|
|
4.4
|
Warrant
issued to certain investors (one in a series of warrants with identical
terms)
(4)
|
|
4.5
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(included as Exhibit E to form of Subscription Agreement filed as
Exhibit
10.2)
|
|
4.6
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(included as Exhibit C to form of Subscription Agreement filed as
Exhibit
10.3)
|
|
4.7
|
Registration
Rights Agreement among Ivivi Technologies, Inc. and certain investors
(2)
|
|
4.8
|
Form
of Warrant issued to consultants
(2)
|
|
4.9
|
Form
of Warrant issued to certain advisor
(2)
|
|
4.10
|
Registration
Rights Agreement, dated October 15, 2007, between Ivivi Technologies,
Inc.
and The Pinnacle Fund, L.P.
(5)
|
|
5.1
|
Opinion
of Lowenstein Sandler PC as to legality of securities being
offered
|
|
10.1
|
Securities
Purchase Agreement, dated as of October 15, 2007, between Ivivi
Technologies, Inc. and The Pinnacle Fund, L.P.
(5)
|
|
10.2
|
Subscription
Agreement between Ivivi Technologies, Inc. and certain investors
(2)
|
|
10.3
|
Subscription
Agreement between Ivivi Technologies, Inc. and certain investors
(2)
|
|
23.1
|
Consent
of Raiche Ende Malter & Co. LLP
*
|
|
23.2
|
Consent
of Lowenstein Sandler PC (incorporated by reference to Exhibit
5.1)
|
|
24.1
|
Powers
of Attorney (Included in Signature Page of this Post-Effective Amendment
No. 1 to Registration Statement)
|
|
(1)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Registration Statement on Form
S-8, filed with the Securities and Exchange Commission on February
13,
2007.
|
|
(2)
|
Incorporated
by reference to Amendment No. 7 to Ivivi Technologies, Inc.’s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission
on October 13, 2006.
|
|
(3)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Registration Statement on Form
SB-2, filed with the Securities and Exchange Commission on February
11,
2005.
|
|
(4)
|
Incorporated
by reference to Amendment No. 3 to Ivivi Technologies, Inc.’s Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission
on April 20, 2006.
|
|
(5)
|
Incorporated
by reference to Ivivi Technologies, Inc.’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 17,
2007.
|
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