UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-K/A
x
ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the
fiscal year ended December 31, 2008
o
TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For the
transition period from
______________
to _____________
Commission
File Number: 0-10999
BIO-BRIDGE
SCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
20-1802936
|
(State
or other jurisdiction of incorporation)
|
(IRS
Employer Identification Number)
|
1211 West
22nd Street, Suite 615
Oak
Brook, IL 60523
(Address
of principal executive offices) (Zip Code)
630-928-0869
(Registrant's
telephone number, including area code)
Securities
registered under Section 12 (b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common Stock: $0.001 par
value
|
|
(Title
of each class)
|
(Name
of exchange on which registered)
|
Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Note —
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or Section 15 (d) of the Exchange Act from their
obligations under those Sections.
Indicate
by the check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, o a non-accelerated filer or a smaller reporting
company.
(Check
one): Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
¨
Smaller Reporting
Company
x
Indicate
by check whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes
o
No
x
BIO-BRIDGE
SCIENCE, INC.
TABLE OF
CONTENTS
|
Page
|
Part
III
|
|
|
|
Item
10 - Directors, Executive Officers, and Corporate
Governance
|
3
|
Item
11 - Executive Compensation
|
5
|
Item
12 - Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
6
|
Item
13 - Certain Relationships and Related Transactions, and Director
Independence
|
7
|
Item
14 – Principal Accountant Fees and Services
|
9
|
|
|
Signatures
|
9
|
PART III
ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS, AND COPRORATE GOVERNANCE
The
following table sets forth the names, ages, and positions of our directors and
executive officers.
NAME
|
|
AGE
|
|
INITIAL
ELECTION OR POSITION HELD
|
|
APPOINTMENT DATE
|
Liang
Qiao, M.D.
|
|
49
|
|
Chairman
of the Board, Chief Executive Officer and Secretary
|
|
October
26, 2004
|
Wenhui
Qiao
|
|
39
|
|
President
and Director
|
|
October
26, 2004
|
Chuen
Huei (Kevin) Lee
|
|
38
|
|
Chief
Financial Officer
|
|
October
27, 2004
|
Toshihiro
Komoike
|
|
56
|
|
Vice
President and Director
|
|
October
26, 2004
|
Isao
Arimoto
|
|
60
|
|
Director
|
|
October
26, 2004
|
Shyh-Jing
(Philip) Chiang
|
|
48
|
|
Director
|
|
October
26, 2004
|
Trevor
Roy
|
|
62
|
|
Director
|
|
March
23, 2007
|
Cheung
Hin Shun Anthony
|
|
54
|
|
Director
|
|
March
23,
2007
|
Mr.
Wenhui Qiao and Dr. Liang Qiao are brothers. There are no other family
relationships among the executive officers and directors.
Our
executive officers are appointed by our board of directors and serve at the
board's discretion. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which any
director or officer was or is to be selected as a director or officer, and there
is no arrangement, plan or understanding as to whether non-management
stockholders will exercise their voting rights to continue to elect the current
board of directors. There are also no arrangements, agreements or understandings
to our knowledge between non-management stockholders that may directly or
indirectly participate in or influence the management of our affairs. None of
our directors or executive officers has, during the past five
years:
o had any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer, either at the time of the bankruptcy or
within two years prior to that time,
o been
convicted in a criminal proceeding and none of our directors or executive
officers is subject to a pending criminal proceeding,
o been
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities, futures, commodities or banking activities,
or
o been
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.
BUSINESS
EXPERIENCE
DR. LIANG
QIAO is one of our co-founders and has served as our chairman of the board of
directors, chief executive officer and secretary since October 2004. Since
February 2002, Dr. Qiao has served as director of our wholly owned subsidiary
Bio-Bridge Science Corp. and has served as its chief executive officer and
chairman of the board since May 2004. Since July 2000, Dr. Qiao has served as an
Associate Professor at Loyola University Chicago, Strich School of Medicine.
From May 1994 to June 2000, Dr. Qiao was an Assistant Professor at Loyola
University Chicago, Strich School of Medicine. Dr. Qiao also worked as a
research scholar at the German Cancer Research Center in Heidelberg, Germany.
Dr. Qiao received a B.M. from Henan Medical University in China and an M.D. from
Lausanne University in Switzerland.
MR.
WENHUI QIAO is one of our co-founders and has served as our president and
director since October 2004. Mr. Qiao has served as director of Bio-Bridge
Science Corp. since February 2002 and its president since May 2004. From July
1999 to December 2001, Mr. Qiao served as chief executive officer of Dongfang
Huaying Anti- Radiation Company, which was located in Henan Province, China.
From 1994 to 1998, he served as the chief representative for Henan Province in
Japan. Mr. Qiao received a B.A. in Economics from Doshisha University in
Japan.
MR. CHUEN
HUEI (KEVIN) LEE, CFA, FRM, has served as our chief financial officer since
October 2004. Mr. Lee also has served as chief financial officer of Bio-Bridge
Science Corp. since May 2004. From October 2001 to June 2004, he served as
Senior Vice President of China Metropolitan Ventures in Beijing and Shanghai,
China. From February 2000 to August 2001, Mr. Lee served as Senior Manager of
Grand Cathay Securities Corporation in Taipei, Taiwan. From September 1998 to
February 2000, he was the Manager of American Express Bank's Taipei treasury
department. Mr. Lee received a B.A. from National Taiwan University and an
M.B.A. from Columbia University. He is a chartered financial analyst (CFA)
charter holder and a certified financial risk manager (FRM).
MR.
TOSHIHIRO KOMOIKE has served as our director since October 2004. Mr. Komoike
also has served as director of Bio-Bridge Science Corp. since May 2004. From
1998 to 2004, Mr. Komoike served as Senior Manager of Sumisho Textile Company in
Japan. He received a degree in Commerce from Kansai University in Japan. He is a
vice president and our Japan representative.
MR. ISAO
ARIMOTO is one of our co-founders and has served as our director since October
2004. Mr. Arimoto also has served as director of Bio-Bridge Science Corp. since
February 2002. Since February 1975, Mr. Arimoto has served as chief executive
officer of Chugoko-Knit Company in Japan. He has 30 years of business experience
as an entrepreneur in Japan and China.
MR.
SHYH-JING (PHILIP) CHIANG has served as our director since October 2004. Mr.
Chiang also has served as director of Bio-Bridge Science Corp. since February
2002. Since June 2008, Mr. Chiang has served as investment banking head of Daiwa
Securities SMBC-Cathay Co. in Taipei, Taiwan. From June 2004 to May 2008, Mr.
Chiang served as head of investment banking at Nomura Securities in Taipei,
Taiwan. From March 2004 to May 2004, he served as chief representative of
Rabobank's office in Taipei. From June 2001 to May 2004, he was director of
investment banking at ING Baring in Taipei. Mr. Chiang served as executive vice
president of Grand Cathay Securities from August 2000 to June 2001. From
September 1996 to April 2000, he served as vice president of Credit Agricole
Indosuez. Mr. Chiang received a B.A. from Tunghai University in Taiwan and an
M.B.A. from the University of Missouri.
MR.
TREVOR ROY was a graduate of the University of Sydney. Mr. Roy's initial career
was in Education where he was a teacher and administrator at both High School
and Tertiary levels. Then in a business career spanning 30 years, Mr. Roy, with
his investment and management experience, both in his home country of Australia
and internationally, has been in a wide range of industries including
Rural/agricultural, Theatrical, Marketing and Promotions, Food manufacturing and
distribution, Medical, and Telephony and communications. For the past 18
years, Mr. Roy has been CEO (now Chairman) of the Creata Group. He has been
instrumental in establishing its business as a global provider of marketing and
promotional programs in 18 offices in 12 countries.
Mr.
CHEUNG HIN SHUN ANTHONY Mr. Cheung's early career was in Finance, Accounting and
Auditing with John B P Byrne & Co., now Grant Thornton in Hong Kong.
This formed the foundation of a successful business management and investment
career over 25 years that now includes: ownership of manufacturing facilities in
Hong Kong and China (Dongguan) with in excess of 10,000 employees producing
over 200 million consumer products annually; ownership of a Class 2
hospital in China (Fujian); and (commercial) real estate investments and
developments in Hong Kong, China and the United States.
Our board
of directors currently consists of seven members. Our bylaws provide that our
directors will be elected at each annual meeting of the stockholders. Their term
of office will run until the next annual meeting of the stockholders and until
their successors have been elected.
To date,
our board of directors has not separately designated a standing audit committee.
Since no such committee exists, our entire board of directors constitutes the
audit committee pursuant to Section 3(a)(58)(A) of the Exchange Act of
1934.
No
individual on our board of directors possesses all of the attributes of an audit
committee financial expert and no one on our board of directors is deemed to be
an audit committee financial expert. In forming our board of directors, we
sought out individuals who would be able to guide our operations based on their
business experience, both past and present, or their education. Mr. Lee, our
Chief Financial Officer, serves as our financial expert regarding generally
accepted accounting principals and general application of such principles in
connection with the accounting for estimates and accruals, including an
understanding of internal control procedures and policies over financial
reporting, and maintains sufficient experience analyzing or evaluating financial
statements in such depth and breadth as may be required of an audit committee
financial expert. However, Mr. Lee is not an elected director of the company. We
recognize that having a person who possesses all of the attributes of an audit
committee financial expert would be a valuable addition to our board of
directors. As a result, we are looking for suitable and renowned professionals
to serve the capacity of audit committee financial experts.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires our
directors and executive officers, and persons who beneficially own more than ten
percent of a registered class of our equity securities, to file with the
Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of our
Common Stock. The rules promulgated by the Commission under Section 16(a) of the
Exchange Act require those persons to furnish us with copies of all reports
filed with the Commission pursuant to Section 16(a). To our knowledge, based
solely upon review of the copies of such reports received or written
representations from the reporting persons, we believe that during our 2008
fiscal year our directors, executive officers and persons who own more than 10%
of our common stock complied with all Section 16(a) filing
requirements.
We have adopted a code of ethics that
applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. Such code of ethics will be provided to any person without charge, by
sending a request to our principal executive office. We also posted the adopted
code of ethics on our corporate website:
www.bio-bridge-science.com
. You may request a copy of this code
of ethics to be sent as a pdf file to an e-mail address or by regular
mail.
ITEM
11 - EXECUTIVE COMPENSATION
Summary
Compensation Table
The
following executive compensation disclosure reflects all compensation awarded
to, earned by or paid to the executive officers below, for the fiscal year ended
December 31, 2008. The following table summarizes all compensation for fiscal
year 2008 received by our chief executive officer and our four highest paid
officers in fiscal year 2008 and 2007.
The
following Summary Compensation Table sets forth certain information regarding
the compensation of our named executive officers for services rendered in all
capacities to Bio-Bridge during the year ended December 31, 2008 and
2007.
Summary
Compensation Table
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(1)
|
|
Non-Stock
Incentive
Plan
Compensation
($)
|
|
All other
Compensation
. ($)
|
|
|
Total
($)
|
Liang
Qiao, MD
Chief
Executive Officer
Chairman
of the Board
|
|
|
2008
2007
|
|
0
0
|
|
|
0
0
|
|
$
|
5,200
0
|
|
$
|
39,450
52,600
|
|
0
0
|
|
|
0
0
|
|
|
39,450
52,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wenhui
Qiao
President
and Director
|
|
|
2008
2007
|
$
|
25,337
23,000
|
|
|
0
0
|
|
$
|
5,200
0
|
|
$
|
17,150
22,867
|
|
0
0
|
|
|
0
0
|
|
$
|
47,687
45,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chuen
Huei (Kevin) Lee, Chief Financial Officer
|
|
|
2008
2007
|
$
|
102,000
102,000
|
|
|
0
0
|
|
|
0
0
|
|
$
|
17,150
22,867
|
|
0
0
|
|
|
0
0
|
|
$
|
119,150
124,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toshihiro
Komoike
Vice
President and Director
|
|
|
2008
2007
|
$
|
36,000
36,000
|
|
|
0
0
0
|
|
$
|
5,200
0
|
|
$
|
10,290
13,720
|
|
0
0
|
|
|
0
0
|
|
$
|
51,490
49,720
|
(1)
|
Represents
fair market value of options vested during the year ended
December 31, 2008, calculated using the Black-Scholes option pricing
model and related assumptions as disclosed in Note 8,
Shareholders Equity,
of
our consolidated financial
statements.
|
The
following table sets forth information concerning grants of plan based awards to
the named executive officers at December 31, 2008.
Grants
of Plan-Based Awards Table For 2008
Name
|
|
Grant
Date
|
|
|
Estimated
Future Payouts Under
Non-Equity
Incentive Plan
Awards
|
|
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
|
|
All
Other
Stock
Awards :
Number
of
Shares
of
Stock
or
Units(#)
|
|
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options(#)
|
|
|
Exercise
or
Base
Price
of
Option
Awards(
$/sh)
|
|
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
|
|
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liang
Qiao, MD
Chief
Executive Officer
Chairman
of the Board
|
|
November
26,2008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,200
|
|
Wenhui
Qiao
President
and Director
|
|
November
26,2008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,200
|
|
Chuen
Huei (Kevin) Lee, Chief Financial Officer
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Toshihiro
Komoike
Vice
President and Director
|
|
November
26,2008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
5,200
|
|
The
following table sets forth information concerning the outstanding equity awards
granted to the named executive officers at December 31, 2008.
Outstanding
Equity Awards at Fiscal Year End Table
|
|
Option
Awards
|
|
Stock
Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
|
|
Option
Exercise
Price
($/Sh)
|
|
Option
Expiration
Date
|
|
Number
Of
Shares
Or Units
of
Stock
That
Have Not
Vested(#)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested($)
|
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares
That
Have not
Vested(#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
That have
Not Vested
($)
|
|
Liang
Qiao
|
|
|
600,000
|
|
|
0
|
|
|
0
|
|
|
0.55
|
|
10-13-2015
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Wenhui
Qiao
|
|
|
200,000
150,000
|
|
|
0
0
|
|
|
0
0
|
|
|
0.5
0.001
|
|
10-13-2015
10-13-2015
|
|
|
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
Chuen
Huei
(Kevin)
Lee
|
|
|
200,000
150,000
|
|
|
0
0
|
|
|
0
0
|
|
|
0.5
0.001
|
|
10-13-2015
10-13-2015
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
Toshihiro
Komoike
|
|
|
150,000
|
|
|
0
|
|
|
0
|
|
|
0.5
|
|
10-13-2015
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
(1) All
the above named officers ’employment with Bio-Bridge Science, Inc. commenced on
October 26, 2004.
COMPENSATION
OF DIRECTORS
Each of
our seven directors receives 10,000 shares of restricted common stock for
services as a director in 2008 in addition to expense reimbursement in
connection with attending board meetings.
EMPLOYMENT
AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
We
currently do not have any employment agreements with our executive
officers.
ITEM
12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Security
Ownership of Certain Beneficial Owners and Management
The
following tables set forth certain information regarding beneficial ownership of
our securities as of March 15, 2009 by (i) each person who is known by us to own
beneficially more than five percent (5%) of the outstanding shares of each class
of our voting securities, (ii) each of our directors and executive officers, and
(iii) all of our directors and executive officers as a group. We believe that
each individual or entity named has sole investment and voting power with
respect to the securities indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise noted. Unless
otherwise stated, their address is c/o Bio-Bridge Science, Inc., 1211 West 22nd
Street, Suite 615, Oak Brook, IL 60523. As of March 31, 2009 there were
34,931,009 shares of common stock and 4,000,000 shares of preferred stock issued
and outstanding.
COMMON
STOCK
NAME OF
DIRECTOR, OFFICER AND
OUTSTANDING BENEFICIAL OWNER
|
|
NUMBER OF SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
|
|
PERCENTAGE
OF SHARES
|
|
Liang
Qiao, M.D.(1)
|
|
|
14,360,000
|
|
38.2
|
%
|
Wenhui
Qiao(2)
|
|
|
2,105,000
|
|
5.6
|
%
|
Chuen
Huei (Kevin)Lee(3)
|
|
|
400,000
|
|
1.1
|
%
|
Toshihiro
Komoike(4)
|
|
|
930,000
|
|
2.5
|
%
|
Isao
Arimoto(5)
|
|
|
3,885,000
|
|
10.3
|
%
|
Shyh-Jing
(Philip) Chiang(6)
|
|
|
911,111
|
|
2.4
|
%
|
Trevor
Roy(7)
|
|
|
2,290,000
|
|
6.1
|
%
|
Cheung
Hin Shun Anthony
|
|
|
2,290,000
|
|
6.1
|
%
|
All
Officers and Directors as a Group
(8
Persons)
|
|
|
27,171,111
|
|
72.3
|
%
|
(1)
Includes 13,760,000 shares and an option to purchase 600,000
shares.
(2)
Includes 825,000 shares, an option to purchase 150,000 shares, and an option to
purchase 250,000 shares. Also includes 850,000 shares held by Mingjin Yu, Mr.
Qiao's wife. Mr. Qiao disclaims beneficial ownership of the shares held by his
wife, except to the extent of his pecuniary interest therein.
(3)
Includes an option to purchase 150,000 shares, and an option to purchase 250,000
shares.
(4)
Includes 750,000 shares and an option to purchase 150,000 shares.
(5)
Includes 2,125,000 shares, an option to purchase 250,000 shares, and 1,500,000
shares owned by Yukiko Arimoto, Mr. Arimoto's wife. Mr. Arimoto disclaims
beneficial ownership of the shares held by his wife, except to the extent of his
pecuniary interest therein.
(6)
Includes 786,111 shares and an option to purchase 5,000 shares. Also includes
100,000 shares held by Mei-Ju Shi, Mr. Chiang 's wife. Mr. Chiang disclaims
beneficial ownership of the shares held by his wife, except to the extent of his
pecuniary interest therein.
(7)
Includes 2,270,000 preferred shares to be convertible to common shares owned by
Mr. Roy through directly or indirectly controlled companies.
CHANGE
OF CONTROL
To the
knowledge of management, there are no present arrangements or pledges of
securities of our Company that may result in a change in control of the
Company.
ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Dr. Liang
Qiao, our chief executive officer and chairman of the board, and Wenhui Qiao, a
director, are brothers.
SHARE EXCHANGE WITH BIO-BRIDGE
SCIENCE CORP.
On
December 1, 2004, the related parties below participated in the share exchange
with Bio-Bridge Science Corp., a Cayman Islands corporation ("Bio-Bridge
Science"). In exchange for shares in Bio-Bridge Science, each received shares of
common stock of registrant as set forth below.
NAME(1)
|
|
NUMBER
OF SHARES
OF
COMMON STOCK
|
|
Dr.
Liang Qiao
|
|
|
13,750,000
|
|
Wenhui
Qiao
|
|
|
825,000
|
|
Isao
Arimoto
|
|
|
2,125,000
|
|
Shyh-Jing
(Philip) Chiang
|
|
|
786,111
|
|
(1) See
"Security Ownership of Certain Beneficial Owners and Management" for a listing
of all issuer securities owned by these promoters.
Royalty
and License Arrangements
Liang
Qiao, MD., our co-founder and chief executive officer, is one of the two
co-inventors of our core technology that was assigned to Loyola University
Chicago in April 2001. Under a license agreement with Loyola University Chicago,
Bio-Bridge Science Corp. has obtained exclusive rights to this technology for
use in our future products within the United States, Japan and the People’s
Republic of China. This license continues perpetually or for the maximum period
of time permitted by law, unless terminated earlier by us with prior notice or
by Loyola University in the event we do not make any effort to market the
product after five years from the date on which the U.S., Japan or China grant
us a permit for production. See "Business—Intellectual Property." Pursuant to
this agreement, Loyola is entitled to receive a royalty of four percent from the
net profit for all uses of the licensed technology, including uses under
sublicenses. To date, we have not generated any revenues from the sale of any
products under development, or any revenues from sublicenses.
Our
director, Wenhui Qiao, is president of our wholly-owned subsidiary Bio-Bridge
Science (Beijing). In April 2002, Bio-Bridge Science Corp. signed a sublicense
agreement with Bio-Bridge Science (Beijing). Under the terms of the agreement,
Bio-Bridge Science Corp, granted an exclusive license to Bio-Bridge Science(
Beijing) within mainland China. The term of the license agreement is 10 years.
There are no royalty fees or one-time costs owed to us under this agreement. We
expect that the sublicense agreement will be renewed on the same terms when it
expires.
Office
Lease in Beijing, China
In July
2004, from one of our directors, Wenhui Qiao, and his wife, Mingjin Yu, we
leased office space for our office located in Beijing, China. The monthly rent
is $1,906. The rental rate is at the housing rental market rate in Chaoyang
District, Beijing. The agreement is renewed every year. The current lease
agreement with Mr. Qiao and Ms. Yu will expire in June 2009.
Investments
We sold
366,667 investment units with a unit price at $0.75 for total consideration of
$275,000 in the second quarter of 2008. Each unit included one share of common
stock, a three-year warrant to purchase one-half share of common stock at $0.75
and a five-year warrant to purchase one-half share of common stock at $1.20 (an
aggregate of 366,667 warrants). Two directors of the Company each purchased
20,000 investment units in the offering.
On July
2, 2008, the Company entered into a securities purchase agreement with NFR
International Pty Limited and China Diamond Limited (collectively, “NFR/China
Diamond”), two companies controlled by Mr. Trevor Roy, a member of our Board of
Directors. NFR/ China Diamond agreed to purchase a total of 3,448,276 investment
units from us at $0.725 per unit. Each unit consists of one share of common
stock, a four-year warrant to purchase one-half share of common stock at $0.725
and a five-year warrant to purchase one-half share of common stock at $1.10. The
investment by NFR/China Diamond totals $2,500,000, of which $125,000 was paid on
July 2, 2008, with the balance due in ten monthly installments through May 1,
2009. As of December 31, 2008, we had received $1,335,000 from NFR/China
Diamond. The fair value of the warrants acquired by NFR/China Diamond resulted
in compensation expense of $1,179,310. In addition, $189,655 of stock
compensation was recognized for the difference between the fair value of the
units based on the closing price of the Company’s common stock on the date the
agreement was signed and the purchase price of the units.
On July
9, 2008, the Company entered into a securities purchase agreement with Cheung
Hin Shun Anthony, a member of our Board Directors, in which Mr. Cheung agreed to
purchase a total of 2,000,000 investment units from us at $0.725 per unit. Each
unit consists of one share of common stock, a four-year warrant to purchase
one-half share of common stock at $0.725 and a five-year warrant to purchase
one-half share of common stock at $1.10. The total investment by Mr. Cheung
totals $1,450,000, of which $120,000 was received at July 9, 2008, and the
balance will be paid in ten monthly installments through May 31, 2009. As of
December 31, 2008, we had received $785,000 from Mr. Cheung. The fair value of
the warrants acquired by Mr. Cheung resulted in compensation expense of
$712,800. In addition, $150,000 of stock compensation was recognized for the
difference between the fair value of the units based on the closing price of the
Company’s common stock on the date the agreement was signed and the purchase
price of the units.
Director
Independence
In
assessing the independence of our Board members, our Board has reviewed and
analyzed the standards for independence required under the NASDAQ Capital
Market, including NASDAQ Marketplace Rule 4200(a)(15), and applicable SEC
regulations. Based on this analysis, our Board has determined that
each of Trevor Roy, Philip Shyh-Jing (Philip) Chiang, Anthony Cheung, Isao
Arimoto meet the standards for independence provided in the listing requirements
of the NASDAQ Capital Market and SEC regulations. As a result, four
of our seven Board members meet such standards of
independence.
With
respect to our Board committees, our entire Board serves the function of various
committees, including the audit committee.
ITEM
14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following table sets forth fees billed to us by our auditors during the fiscal
years ended December 31, 2008 and December 31, 2007 for: (i) services rendered
for the audit of our annual financial statements and the review of our quarterly
financial statements, (ii) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.
|
|
|
December 31,
2008
|
|
|
December 31,
2007
|
|
(i)
|
Audit
Fees
|
|
$
|
238,575
|
|
|
$
|
81,470
|
|
(ii)
|
Audit
Related Fees
|
|
|
—
|
|
|
|
—
|
|
(iii)
|
Tax
Fees
|
|
|
—
|
|
|
|
—
|
|
(iv)
|
All
Other Fees
|
|
|
—
|
|
|
|
—
|
|
The board
of directors serves the function of the audit committee.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
BIO-BRIDGE
SCIENCE, INC.
|
|
|
|
Dated:
April 13, 2009
|
By:
|
/s/
Liang Qiao, M.D.
|
|
Chief
Executive Officer
|