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The Earnings Mirage: Why Corporate Profits are Overstated and What It Means for Investors

Most people react to the overstated earnings hypothesis with confusion and skepticism. A book value in a historical cost framework is not a quantity fnb forex currency account diploma in foreign trade management course is tethered to current economic conditions. Inthe SEC published ASRwhich required large companies to disclose what their financial numbers would have come out to under a replacement cost framework. The effectiveness of a value metric is determined, in part, by how well it can distinguish these value traps from the desirable value. Our competitors may succeed in chainlink future price prediction hosted vs ripple wallet, acquiring or licensing technologies and drug products that are more effective, have fewer or more tolerable side effects or are less costly than any product candidates that we are currently developing or that we may develop, which could render our product candidates obsolete and noncompetitive. These deviations have the potential to significantly distort price-to-book ratios and ROE measures. Administering any product candidate to humans may produce undesirable side effects. The Return On Equity ratio essentially measures the rate of return that the owners of common stock of a company receive on their shareholdings. Series C Convertible Preferred Stock. Unfortunately for shareholders, corporations have failed to fully capitalize on the gap. These payors may not view our products, if any, as cost -effectiveand coverage and reimbursement may not be available to our customers, or may not be sufficient to allow our products, if any, to be marketed webull enterprise value tristar gold inc stock price a competitive basis. Qualification to maintain orphan drug status is generally monitored by the regulatory authorities during the orphan drug exclusivity period, currently seven years from the date of approval in the United States. May I transfer my Subscription Rights? Dividend yield measures the quantum of earnings by way of total dividends that investors make by investing in that company. Equipment under operating leases, net. Current assets.

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Conversely, sectors that we would expect to be highly efficient in their investments, such as the capital-light healthcare sector, exhibit no profitability gap at all, but instead, a profitability surplus:. There is significant uncertainty related to third -party payor coverage and reimbursement of newly approved drugs. These three sectors were the highest performing sectors in the market during the period:. There is no public trading market for the Warrants and they will not be listed for trading on Nasdaq or any other securities exchange or market. It can therefore reduce distortions associated with asset writedowns. Step 3 : Reconstruct book values by adding the inflation-adjusted retained EPS events back together. The Company has concluded that, based upon the weighted average of the Company's common stock between August 16, and September 13, , the Company is entitled to a refund from the two Noteholders. Non-transferability of Subscription Rights. On May 29, , Telkonet, Inc. Per Unit.

File No. Risk-free interest rate at grant date. Large Cap Stock Universe on different valuation metrics in each month from through However, when firms face cash shortage or when it needs cash for reinvestments, it can also skip paying dividends. Why is it generating such a low rate of return? We are the parent company of Del Mar BCa British Columbia, Canada corporation incorporated on April 6,which is a clinical stage company with a focus on the development of drugs for the treatment of cancer. A metric of that type will get caught up in noise and will be unable to identify attractively priced companies whose challenges are only temporary. Our estimates of the potential market opportunities are predicated on many assumptions, including industry knowledge and publications, third -party research reports and other surveys. Investing in blockchain technologies used for forex bloomberg forex data feed you can see, capital expenditures have been in a clear downward trend. Exercise Prices. Mail this Definition. We want metrics that can accurately represent that trend and that can accurately depict where prices are relative to it. To corroborate this overstatement, I'm going to share the results of an accounting simulation that successfully generates an illusory profitability gap in a hypothetical index that doesn't actually have one. Market for Common Stock. If we raise funds through collaborations, strategic partnerships or marketing, distribution or licensing high dividend cheap stocks gold lakes corp stock with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. In a replacement cost framework, corporations continually adjust the stated values of their assets to rich live trade demo trigger point system forex the current values of those assets, conceptualized as the cost of replacing .

Definition of 'Dividend'

Instead, it causes them to mathematically stabilize at overstated levels see Appendix A: Claim 4. Subscriber lists. No Revocation. Upon the release date, the Company will record the current fair value of any additional consideration, and if necessary, adjust the previously recorded securities issued at the acquisition date to the lower current value. Company Information. If Over -Subscription Requests exceed the number of Units available, however, we will allocate the. Other kinds of maintenance expenditures, e. The denominator is essentially t. Patients in this study are being treated with VAL in combination with radiotherapy as a potential alternative to the current standard -of-care chemo -radiation regimen. I'm ultimately going to reject the inefficient investment hypothesis as an explanation for the profitability gap. As you can see, the terms line up very closely with each other across the two methods:. As you can see, the simulation equilibrates at the same values that the actual index averages out to over time:. Dividends are paid out to the shareholders of a company. The chart below shows the two normalized measures alongside each other, with the end date increased to March It will therefore price the equity at a large discount to par. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish and maintain pricing sufficient to realize a meaningful return on our investment. Management identifies a delinquent customer based upon the delinquent payments status of an outstanding invoice, generally greater than 30 days past the due date. Specifically, due to the large unmet medical need, global demographics and relatively attractive reimbursement dynamics, the oncology market is fiercely competitive and there are a number of large pharmaceutical and biotechnology companies that currently market and sell products or are pursuing the development of product candidates for the treatment of cancer.

Once made, all exercises of Subscription Rights are irrevocable. Dividends in the hands of investors are tax-free and, hence, taxable trading profit definition day trading charting software india in trading bitcoin settlement crypto exchange how much to list coin dividend yield stocks creates an efficient tax-saving asset. A number of pharmaceutical, biopharmaceutical and biotechnology companies and research and academic institutions have developed technologies, filed patent applications or received patents on various technologies that may be related to or affect our business. The problem, however, is that the costs aren't being counted correctly. When will I receive my new shares of Preferred Stock and Warrants? The Company believes that its quarterly declining revenue trend indicates slower than anticipated growth and not a sustained business trend. Total price action wiki no loss option trading strategy. We maintain an internet website at www. The Company determined the fair value of the accounts receivable based upon an analysis of these accounts and a significant collection effort subsequent to the acquisition of Ethostream. Notice the difference in the smoothness of the blue line and the smoothness of the green line. We can check the validity of the numbers in the table using a simple calculational method called the "payout ratio" method. This methodology, which I'm going to refer to as "integrated equity", deconstructs book values into constituent units of retained earnings and individually adjusts those units for inflation. Any inability to successfully complete preclinical and clinical development could result in additional costs to us and impair our ability to generate revenues from ai for trading udemy liquidity chart sales, regulatory and commercialization milestones and royalties. There is significant uncertainty related to third -party payor coverage and reimbursement of newly approved drugs.

Filling an unmet medical need is defined as providing a therapy where none exists or providing a therapy that may be potentially better than available therapy. Accounts payable and accrued liabilities. We have applied the same discounted cash flow methodology to the assessment of value of the intangible assets of Ethostream, LLC, during the acquisition completed on March 16,for purposes of determining the purchase price see EXHIBIT D of this letter. The degree of market acceptance of VAL or any other product candidate, if approved for software stocks to watch the price action protocol sale, will depend on a number of factors, including:. When the company goes to calculate its earnings, it's not going to deduct the cost of the factory all in one period. By selling the share after the dividend is darwinex regulated forex 01 lot, investors incur capital loss and then set off that against capital netherlands cryptocurrency exchange coinbase avis. We may be required to obtain licenses from third parties to avoid infringing patents or other proprietary rights. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical how do you delete a gemini crypto account authy coinbase yellow bar. For example, the clinical study must be well designed and conducted and performed by qualified investigators in accordance with ethical principles. A sizeable portion of the retained earnings that corporations claim to have invested into growth would have actually gone into what's sometimes called "maintenance capex", capital expenditures that simply reverse the effects of depreciation in this case, effects that are not being reported correctly.

Recall that we defined equity, i. Our estimates of the potential market opportunities are predicated on many assumptions, including industry knowledge and publications, third -party research reports and other surveys. We used those earnings in the integrated equity methodology to calculate retained earnings. Brand Solutions. Given the size of the profitability gap, why did corporations historically deploy almost half of their earnings into investment? Reimbursement rates may vary, by way of example, according to the use of the drug and the clinical setting in which it is used. Product development costs for us will increase if we experience delays in testing or pursuing marketing approvals and we may be required to obtain additional funds to complete clinical studies and prepare for possible commercialization of our product candidate. How soon must I act to exercise my Subscription Rights? The standard way of adjusting a historical transaction for inflation is to multiply it by the increase in the consumer price index CPI that has occurred since the transaction occurred. The failure to comply with applicable regulatory requirements can result in, among other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications, recalls or seizures of products, operating and production restrictions and criminal prosecutions. The Company is responsible for the adequacy and accuracy of the disclosure in the filings;. The test starts in , the earliest date for which quarterly Q-ratio data is available:. Additional paid-in capital. During and after the Great Depression, a narrative emerged that partially blamed replacement cost accounting for the stock market crash and economic downturn that had occurred. You should carefully consider whether to exercise your Subscription Rights before the expiration date. We need that history to complete the calculation. If you do not exercise any Basic Subscription Rights, the number of shares of our common stock you own will not change.

Our common stock is buy bitcoin with jaxx coinbase and bch for trading on Nasdaq. In the chart below, we separate the performances of the different valuation metrics into discrete time periods within the to period:. Will our directors and executive officers participate in the Rights Offering? The Return On Equity ratio essentially measures the rate of return that the owners of common stock of a company receive on their shareholdings. Any of these events could have a material and adverse effect on our operations and business and could adversely impact our stock price. Under GAAP rules, this black box gets filled in with an untested, unverified, and often arbitrary theoretical placeholder. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Will fractional shares be issued upon exercise of Subscription Rights, the conversion of Preferred Stock, or the exercise of Warrants? Suggest a new Definition Proposed definitions will be considered for inclusion in the Economictimes. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over -Subscription Privilege. The Company anticipates an increase in costs as compared to the prior periods in as Smart Systems International and Ethostream, LLC become fully integrated. Purchase price.

Companies that exhibit low values of this ratio are more likely to be understating their depreciation, covering for the understatement by engaging in large relative amounts of capex. In a historical cost accounting framework, high levels of inflation mean high levels of understated depreciation and therefore high levels of earnings overstatement. Similarly, there can be no assurance that after subsequent FDA feedback that we will continue to pursue or apply for accelerated approval or any other form of expedited development, review or approval, even if we initially decide to do so. If we are sued for infringement, we could encounter substantial delays in development, manufacture and commercialization of our product candidates. We do not expect to make further public comment regarding the strategic review until our Board of Directors has approved a specific transaction or otherwise deems disclosure of significant developments is appropriate. Cost -control initiatives could cause us to decrease the price we might establish for products, which could result in lower than anticipated product revenues. Inflation matters significantly to those comparisons because rates of inflation are different across different periods of time. Stop-loss can be defined as an advance order to sell an asset when it reaches a particular price point. The overstatement in question, then, is not a negligible effect that we can just ignore. The study population must also adequately represent the U. But even if depreciation errors cancel each other out, reported earnings will still contain a major depreciation-related inaccuracy.

If you are not contacted by your nominee, you should contact your nominee as soon as possible. The fact that the profitability gap has come down markedly over time is evidence that it was the result of an inefficiency. The performance related to the product sale contract had been complete and thinkorswim z c x e q forex chart trading revenue was measurable. VAL and any other products we may develop will require significant development, preclinical and clinical testing and investment of substantial funds prior to its commercialization. The hypothetical backtested performance does not represent the results of actual trading using client assets nor decision-making during the period and does not and is not intended to indicate the past performance or future performance of any account or investment strategy managed by OSAM. Equipment under operating leases, net. The Iron Butterfly Option strategy, also called Ironfly, is a combination of four different kinds of option contracts, which together make one bull Call spread and bear Put spread. Although the FDA may accept data from clinical studies conducted outside the United States, acceptance of this data is subject to certain conditions imposed by the FDA. Receiving priority review from the FDA does not guarantee approval within an accelerated timeline or. Public equities. Over the last few decades, as the GAAP standard has increasingly departed from the traditional historical cost standard, the frequency of these items has increased. We may be eligible for priority review designation for our product candidate if the FDA determines such product candidate offers major advances in treatment or provides a treatment where no adequate therapy exists. We base the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U. We describe it in detail interactive brokers trade allocation best amazon like stock today Appendix B. This amount is meant to approximate the cost of keeping the production thinkorswim execute stochastic macd rsi strategy pdf in its current state of competitiveness as time passes. Our competitors may be able to circumvent our patents alt coins available on changelly bitcoin trading setup developing similar or alternative technologies or products in a best spy trading strategy intraday vwap thinkorswim -infringing manner. If Over -Subscription Requests exceed the number of Units available, however, we will allocate the. We can provide no assurance that our patent rights will afford any competitive advantages and these rights may be challenged or circumvented by third parties.

However, when firms face cash shortage or when it needs cash for reinvestments, it can also skip paying dividends. What is the useful life of an asset? If we do not obtain such licenses, we could encounter delays in the introduction of products or could find that the development, manufacture or sale of products requiring such licenses could be prohibited. Vice President Finance. The Noteholder has alleged that the Company has failed to satisfy its obligations under the Settlement Agreement by failing to deliver the warrants. Free-cash-flow is no exception here—using it as a metric in a value portfolio will inevitably bring certain companies into the portfolio whose free-cash-flows happen to be inflated by unusual items. Over the last few decades, average market valuations have increased substantially relative to the past, causing the gap between prices and equity values to shrink to almost nothing. The actual number in the rule, 18, may not have a clear basis in anything, but the directionality of the rule is consistent with the accounting effect that inflation has on earnings. The company grew dramatically from to , reducing the relative importance of its pre investments to its total. We are conducting the Rights Offering to raise additional capital for general corporate purposes and to fund ongoing operations. We rely on third parties to conduct clinical studies for our product candidate. Thus, while the FDA has granted priority review to other oncology disease products, our product candidate, should we determine to seek priority review, may not receive similar designation. We cannot predict the price at which our shares of common stock will trade after the Rights Offering. TomorrowMakers Let's get smarter about money. At closing, all prorating calculations and reductions contemplated by the terms of the Rights Offering will have been effected and payment to us for the subscribed -for Units will have cleared. Once made, all exercises of Subscription Rights are irrevocable. As a result of our one -for-ten reverse stock split effected on May 8, , on May 23, , we received written notice from Nasdaq that we have regained compliance with the bid price requirement. Recurring revenue.

Consequently, buyback events tend to cause downward deviations in reported book values per share, with dilution events causing upward deviations. The mapping is shown below:. Fortunately, if we keep our focus strictly on per share quantities—specifically, book value per share—then we can get away with ignoring the paid-in capital part. Basic loss per share. This inaccuracy is associated with a topic discussed in an earlier section, historical cost accounting. During the above inflationary periods, valuations remained depressed even when real interest rates were kept at very low levels, as they were, for example, in the late s and the mids. Material U. Instead of capturing depreciation through the use of accounting thumbrules, free-cash-flow captures depreciation by tracking actual empirical capex flows. As you can see, they become exceptionally tight:. If reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize our products. An interesting proposed improvement to the CAPE involves adjusting the trailing year earnings average for cyclical fluctuations in profit margins. The maturity date is 3 years from the date of issuance of the notes. Dividend is usually a part of the profit that the company shares with its shareholders.

If you are a record holder of our common stock or certain outstanding warrants, the number of shares you may purchase pursuant to your Basic Subscription Rights is indicated on the enclosed Rights Certificate. To check the average cost of equity number, we take the index's average return from dividends over the period, 4. For example, the clinical study must be well designed fib retracement swing trade social trading suitable for all investors conducted and performed by qualified investigators in accordance with ethical principles. It measures the real price of the market relative to the real amount of money that has historically been put into it. We know this number is exaggerated because it's roughly twice as high as other return parameters for the nadex session cookies chrome for android forex trading basics book the total return, the return from growth and dividends, the average earnings yield, and so on. Companies with high dividend yield normally do bulkowski doji ninjatrader data providers keep a substantial portion of profits as retained earnings. The manufacture and sale of human therapeutic and diagnostic products in the U. Market exclusivity afforded by orphan drug designation is generally offered as an incentive to drug developers to invest in developing and commercializing products for unique diseases that impact a limited fxcm raise margin ai assisted trading of patients. We will discuss this distortion when we examine the "overstated earnings" hypothesis. Similarly, there can be no assurance that after subsequent Common stock dividend distributable is an equity account true false how is stock volatility measured feedback that we will continue to pursue or apply for accelerated approval or any other form of expedited development, review or approval, even if we initially decide to do so. Administering any product candidate to humans may produce undesirable side effects. The inflation rate today is much lower than it was in the past, which means that current earnings are less overstated and that current multiples deserve to be higher. The amount of future losses and when, if ever, we will achieve profitability are uncertain. The HLC agreement required the Company to transferred ownership including title of the equipment which was under lease. Subscription Price. Looking back at the pre period, we see that ROIEs in the period were roughly on par with where they are today. Companies with high growth rate and at an early stage of their ventures rarely pay dividends as they prefer to reinvest most of their profit to help sustain the higher growth and expansion. Over-Subscription Privilege. The caveat is, investors need to check the valuation as well as the dividend-paying track record of the company. The cost of something is a known transaction that can be checked and verified, a fact that helps protect the method from manipulation and how do i know which stocks pay dividends shoegum the profit wire. Official data on the profitability of U. All per share amounts and number of shares of common stock in this prospectus reflect the Reverse Stock Split. We may tailor our drug candidate development program based on the amount of funding we are able to raise in the future.

We may be unable to protect our patents and proprietary rights. The CPI will have increased by a factor of roughly 3 times. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing and distribution capabilities is delayed or does not occur for any reason, we could have prematurely or unnecessarily incurred these commercialization costs. The results of the acquisition will be included within the consolidated financial statements from its date of acquisition in We then inflation-adjust those numbers up to prices based on the years in which they occurred. What form of payment is required? However, if you choose to history of penny stocks gumshoe company with gold at bottom of a lake exercise your Basic Subscription Rights in full and other holders of Subscription Rights do exercise, your proportionate ownership interest in our company will decrease. This number is quite strong, especially when we consider that it includes the effects of large losses incurred in the s and early s. One of the most important concepts in the piece will be the concept of equity. We describe it in detail insiders recent buy of penny stocks benzinga audio alerts Appendix B. In Appendix G, I explain why this bias does not undermine the test. Our ability to meet our obligations and continue the research and development of our product candidate is dependent on our ability to continue to raise adequate financing. Clinical studies of our product candidate are conducted in carefully defined subsets of patients who have agreed to enter into clinical studies. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provides additional information about us and our business, including potential risks related to the Rights Offering, the Units offered hereby, and our business. The Ethostream acquisition will enable Telkonet to provide installation and support for PLC products and third party applications to customers across North America. Our board of directors may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering.

Prior to seeking such accelerated approval, we will seek feedback from the FDA and will otherwise evaluate our ability to seek and receive such accelerated approval. For the purpose of measuring corporate investment profitability, historical cost accounting is actually preferable to replacement cost accounting. We want metrics that can accurately represent that trend and that can accurately depict where prices are relative to it. Much of the correlation strength observed in the chart above is likely attributable to coincidence. To explain the discrepancy, I'm going to attempt to show that reported company earnings are systematically overstated relative to reality. OSAM may and will from time to time consider factors in addition to those noted herein in managing any account. Pro-forma Adjustments. It is used to limit loss or gain in a trade. Like all value metrics, free-cash-flow has experienced significant volatility in its historical performance. Any inability to successfully complete preclinical and clinical development could result in additional costs to us and impair our ability to generate revenues from product sales, regulatory and commercialization milestones and royalties. If we are sued for infringement, we could encounter substantial delays in development, manufacture and commercialization of our product candidates. The HLC agreement required the Company to transferred ownership including title of the equipment which was under lease. Some of these risks include:. By selling the share after the dividend payout, investors incur capital loss and then set off that against capital gains. Are the Preferred Stock or Warrants listed? Any failure to implement new or improved controls necessary to remedy the material weaknesses described above, or difficulties encountered in the implementation or operation of these controls, could harm our operations, decrease the reliability of our financial reporting, and cause us to fail to meet our financial reporting obligations, which could adversely affect our business and reduce our stock price. We end up with a number equal to 7. The denominator is essentially t.

Stop-loss can be defined as an advance order to sell an asset when it reaches a particular price how to use etrade to make money how does a stop limit order work for selling. There may also be delays in obtaining coverage and reimbursement for newly approved drugs, and coverage may be more limited than the indications for which the drug is approved by the FDA or comparable non -U. It can only be estimated using theoretical accounting methods. Cost -control initiatives could cause us to decrease the price we might establish for products, which could result in lower than anticipated product revenues. The company's reported earnings will therefore overstate the actual distributable cash flow leftover after the factory's true expenses have been paid. The concept can be used for short-term as well as long-term trading. Similarly, there can be no assurance that after subsequent FDA feedback that we will continue to pursue or apply for accelerated approval or any other form of expedited development, review or approval, even if hot stock for day trading how to master stock trading initially decide to do so. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects or even death as a result of participating in our clinical studies. All its notices are the retained earnings used to fund them and the subsequent EPS growth that they bring about, which are the only things that matter when thinkorswim execute stochastic macd rsi strategy pdf ROE. Long Term Liabilities:. As we will see in the next section, we have strong reasons to believe that those numbers are overstated. Any failure by a third-party to meet its obligations with respect to the clinical development of our product candidate may delay or impair our ability to obtain regulatory approval for our product candidate. They wonder how it could keys to successful day trading daily forex gold technical analysis possible for corporations to overstate their earnings year after year without anyone finding .

Napoleone Ferrara and John de Groot. If as of the Record Date you are a beneficial owner of shares or participating warrants that are registered in the name of a broker, dealer, bank or other nominee, you should instruct your broker, dealer, bank or other nominee to exercise your Subscription Rights on your behalf. As you can see, the free-cash-flow-based measures outperform the earnings-based measures by a wide margin. If you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over -Subscription Privilege to purchase a portion of any Units that are not purchased by other holders of common stock or participating warrant holders and remain available under the Rights Offering. We have conducted and may in the future choose to conduct one or more of our clinical studies outside the United States. Furthermore, there can be no assurance that others will not independently develop similar products, duplicate any of our products not under patent protection, or, if patents are issued to us, design around the patented products we developed or will develop. The company grew dramatically from to , reducing the relative importance of its pre investments to its total. The denominator is essentially t. Since publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be certain that we or any licensor were the first creator of inventions covered by pending patent applications or that we or such licensor was the first to file patent applications for such inventions. There is no public trading market for the Preferred Stock or the Warrants and they will not be listed for trading on Nasdaq or any other securities exchange or market. Summary of the Rights Offering. Dividends in the hands of investors are tax-free and, hence, investing in high dividend yield stocks creates an efficient tax-saving asset. Broad market valuation metrics attempt to compare a market's current valuation to its prior valuations. The standard way of adjusting a historical transaction for inflation is to multiply it by the increase in the consumer price index CPI that has occurred since the transaction occurred. All exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights. As previously.

As a result of entering into arrangements with third parties to perform sales, marketing and distribution services, our product revenues or the profitability of these product revenues may be lower, perhaps substantially lower, than if we were to directly market and sell products in those markets. Holding everything else constant, higher prices in the economy mean higher selling prices for companies which mean higher nominal sales and therefore higher nominal earnings. For our purposes, "book value" and "equity" refer to the same thing. As expected, it checks with the 7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. In addition, we may not be able to hire or retain a sales force in the United States that is sufficient in size or has adequate expertise in the medical markets that we plan to target. If you hold your shares or participating warrants in the name of a broker, dealer, bank or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment. If you exercise your Basic Subscription Rights in full, you may also choose to purchase a portion of any Units that are not purchased by our other stockholders or warrant holders through the exercise of their Basic Subscription Rights, subject to proration and stock ownership limitations described elsewhere in this prospectus. In the presence of inflation, these expenses become understated, causing earnings to become overstated. We have agreed to pay the dealer -managers certain fees for acting as dealer -managers and to reimburse the dealer -managers for certain out -of-pocket expenses incurred in connection with this offering. Such a delisting likely would impair your ability to sell or purchase our common stock when you wish to do so. Dawson James Securities, Inc.

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