##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition Period from  to
 Commission File Number 001-33043
 
 ImaRx Therapeutics, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    86-0974730
(I.R.S. Employer
Identification No.)12277 134thCourt NE, Suite 202, Redmond, WA
    
    98052(Address of Principal Executive Offices)
    
    (Zip Code)
 (425) 821-5501
(Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:   None
 Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, $0.0001 par value
 (Title of Each Class)
 YES o NO þ
 o þ
 þ o
 þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 YES o NO þ




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##### 



TABLE OF CONTENTS
 Page No.PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    11Item 2. Properties
    
    
    23Item 3. Legal Proceedings
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    24Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    25Item 8. Financial Statements and Supplemental Data
    
    
    31Item 9A(T). Controls and Procedures
    
    
    31PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    33Item 11. Executive Compensation
    
    
    36Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    40Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    41Item 14. Principal Accountant Fees and Services
    
    
    42PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    43SIGNATURES
    
    
    48Exhibit 10.36Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32




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PART I
 
 ITEM 1. BUSINESS
 Overview
     Our Development Stage Programs
 SonoLysis Program.
   3




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Additional Research Stage Opportunities
 Our Business Strategy
  
    
    Obtain additional funding and/or enter into strategic partnerships to gain access to
the required operating capital to continue the development of our SonoLysis program,
and;
 
    
    Execute on our development plan to incrementally advance our SonoLysis program
towards commercialization.
  4




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Industry Background
   Ischemic Stroke
    Existing Blood Clot Therapies and Their Limitations
  Thrombolytic Drugs
   5




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
    
    Risk of Bleeding Thrombolytic drugs dissolve blood clots, including those formed
naturally as a protective response to vessel injury, which can result in bleeding. The risk
of bleeding increases relative to the dosage and duration of treatment and differs among the various thrombolytic drugs. Patients who are
already taking other medications to prevent formation of clots, such as anticoagulants or
antiplatelets, also may not be good candidates for the use of thrombolytic drugs, due to the
increased difficulty of controlling bleeding. As a result, thrombolytic drugs are approved by
the FDA subject to strict limitations on when, how long and in what dosages they can be
administered.
 
    
    Time Window for Administration Due to the risk of bleeding, which increases over
time, tPA is only approved for administration to ischemic stroke patients within three
hours after the onset of stroke symptoms. This three-hour window is considered to be one of
the primary limiting factors in treating ischemic stroke. Approximately 28% of ischemic
stroke patients in the U.S. recognize their symptoms and reach an emergency room within the
three-hour window. However, due to other limitations, fewer than 7% of U.S. ischemic stroke
patients ultimately receive treatment with a thrombolytic drug.
 
    
    Possible Immune Response Some patients experience an immune response due to the
continued administration of thrombolytic drugs. For example, thrombolytic drugs that are
based on non-human biological material, such as streptokinase, which is produced using
streptococcus bacteria, may stimulate such an immune reaction.
 Mechanical Devices and Procedures
   Manufacturing
   Competition
    6




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Thrombolytic Drug Competitors
  Device Competitors
  Patents and Proprietary Rights
       7




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Government Regulation
  Categories of Regulation
  Drug Regulation
  
    
    preclinical laboratory and animal tests;
    
    submission and approval of an Investigational New Drug application, or IND application;
 
    
    adequate and well-controlled human clinical trials to establish the safety and efficacy
of proposed drugs for their intended use and safety, purity and potency of biologic
products for their intended use;
 
    
    preapproval inspection of manufacturing facilities, company regulatory files and
selected clinical investigators;
 
    
    for drugs, FDA approval of a new drug application, or NDA, or FDA approval of an NDA
supplement in the case of a new indication if the product is already approved for another
indication.
   Phase I:
 Phase II:
 Phase III:
 www.clinicaltrials.gov
  8




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Medical Device Regulation
  
    
    product design, development and manufacture;
    
    product safety, testing, labeling and storage;
    
    preclinical testing in animals and in the laboratory; and
    
    clinical investigations in humans.
    9




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Regulatory Enforcement
  
    
    warning letters, fines, injunctions, consent decrees and civil penalties;
    
    product recalls or market withdrawals;
 
    
    customer notifications, repair, replacement, refunds, recall or seizure of our
products;
 
    
    operating restrictions, partial suspension or total shutdown of production;
    
    refusal to grant new regulatory approvals;
    
    withdrawing NDAs, 510(k) clearance or PMA that have already been granted; and
    
    criminal prosecution.
 Employees
  Available Information
   10




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ITEM 1A. RISK FACTORS
 The following important factors, among others, could cause our actual operating results to differ
materially from those indicated or suggested by forward-looking statements made in this Annual
Report on Form 10-K or presented elsewhere by management from time to time.
 Risks Related to Our Business and Industry
 Unless we are able to generate sufficient product or other revenue, we will continue to incur
losses from operations and may never achieve or maintain profitability.
  Our independent registered public accounting firm has expressed substantial doubt about our ability
to continue as a going concern.
  We will need additional capital to fund our present operations beyond the third quarter 2009. If we
are unable to identify or consummate an attractive strategic transaction for our SonoLysis program
or our other assets in a timely manner we may be forced to delay, reduce or eliminate these
activities and we may be unable to timely pay our debts.
  
    
    whether Microbix is successful in obtaining lot release from the FDA with respect to
the three lots currently subject to an FDA Approvable Letter:
 
    
    the timing and amount of revenue from a strategic transaction for our clinical-stage
SonoLysis program and our other assets;
    
    personnel, facilities and equipment requirements; and
 
    
    the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent
claims and other patent-related costs, including litigation costs, if any, and the result
of any such litigation.
   11




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Our competitors generally are larger than we are, have greater financial resources available to
them than we do and may have a superior ability to develop and commercialize competitive products.
In addition, if our competitors have products that are approved in advance of ours, marketed more
effectively or demonstrated to be safer or more effective than ours, our commercial opportunity
will be reduced or eliminated and our business will be harmed.
   If we are unable to develop, manufacture and commercialize our product candidate, we may not
generate sufficient revenue to continue our business.
  We do not plan to manufacture any of our product candidates and will depend on commercial contract
manufacturers to manufacture our products.
    12




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Our product candidates may never achieve market acceptance.
 ®
 
    
    the timing and scope of regulatory approvals of our products and market entry compared
to competitive products;
 
    
    the safety and efficacy of our products, including any inconveniences in
administration, as compared to alternative treatments;
 
    
    the rate of adoption of our products by hospitals, doctors and nurses and acceptance by
the health care community;
 
    
    the product labeling and marketing claims permitted or required by regulatory agencies
for each of our products;
 
    
    the competitive features of our products, including price, as compared to competitive
products;
 
    
    the availability of sufficient third party coverage or reimbursement for our products;
    
    the extent and success of our sales and marketing efforts; and
    
    possible unfavorable publicity concerning our products or any similar products.
 If our products are not commercialized, our business will be materially harmed.
 Technological change and innovation in our market sector may cause our products to become obsolete
shortly after or even before such products reach the market.
  We intend to rely heavily on third parties to implement critical aspects of our business strategy,
and our failure to enter into and maintain these relationships on acceptable business terms, or at
all, would materially adversely affect our business.
  
    
    manufacturing of our MRX-801 and other proprietary microspheres;
    
    conducting clinical trials;
    
    conducting preclinical studies;
    
    preparing, submitting and maintaining regulatory records sufficient to meet the
requirements of the FDA; and
    
    customer logistics and distribution of our products.
  13




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We rely on third party products, technology and intellectual property, which could negatively
affect our ability to sell our MRX-801 microspheres or other products commercially or could
adversely affect our ability to derive revenue from such products.
  We have only two full-time employees and consulting relationships with certain key consultants to
provide necessary services. We may not have sufficient personnel to effectively identify or
consummate an attractive strategic transaction for our clinical-stage SonoLysis program and other
Company assets in a timely manner, or at all.
  We may be unable to manage our companys growth effectively.
  We depend on patents and other proprietary rights, some of which are uncertain and unproven.
Further, our patent portfolio and other intellectual property rights are expensive to maintain,
protect against infringement claims by third parties, and enforce against third party
infringements, and are subject to potential adverse claims.
   14




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
    
    challenge, invalidation, circumvention or expiration of issued patents already owned by
or licensed to us;
 
    
    claims by our consultants, key employees or other third parties that our products or
technologies are the result of technological advances independently developed by them and,
therefore, not owned by us;
 
    
    our failure to pay product development costs, license fees, royalties, milestone
payments or other compensation required under our technology license and technology
transfer agreements, and the subsequent termination of those agreements;
 
    
    failure by our licensors or licensees to comply with the terms of our license
agreements;
 
    
    misrepresentation by technology owners of the extent to which they have rights to the
technologies that we purport to acquire or license from them; and
 
    
    loss of rights that we have licensed due to our failure or decision not to fund further
research or failure to achieve required development or commercialization milestones or
otherwise comply with our obligations under the license and technology transfer agreements.
   15




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Other companies may claim that we infringe their patents or trade secrets, which could subject us
to substantial damages.
  
    
    pay substantial damages;
    
    stop using infringing technologies and methods;
    
    stop certain research and development efforts;
    
    develop non-infringing products or methods; and
    
    obtain one or more licenses from third parties.
  Our rights to develop and commercialize our SonoLysis product candidate is subject to the terms and
conditions of licenses or sublicenses granted to us by third parties, including other
pharmaceutical companies, that contain restrictions that may limit our ability to capitalize on
this product.
     16




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We could be exposed to significant product liability claims, which could be time consuming and
costly to defend, divert management attention and adversely impact our ability to obtain and
maintain insurance coverage. The expense and potential unavailability of insurance coverage for our
company or our customers could adversely affect our ability to sell our products, which would
negatively impact our business.
  If we use hazardous or biological materials in a manner that causes injury or violates applicable
law, we may be liable for damages.
  The FDA approval process for drugs involves substantial time, effort and financial resources, and
we may not receive any new approvals for our product candidates on a timely basis, or at all.
  
    
    preclinical laboratory and animal testing;
 
    
    submission of an IND application which must become effective before clinical trials may
begin;
 
    
    adequate and well-controlled human clinical trials to establish the safety and efficacy
of proposed drugs or biologics for their intended use;
 
    
    pre-approval inspection of manufacturing facilities, company regulatory files and
selected clinical investigators; and
 
    
    FDA approval of a new drug application, or NDA, or FDA approval of an NDA supplement in
the case of a new indication if the product is already approved for another indication.
  17




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If we or our contract manufacturers fail to comply with applicable regulations, sales of our
products could be delayed and our revenue could be harmed.
    18




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Our products will remain subject to ongoing regulatory review even if they receive marketing
approval. If we fail to comply with applicable regulations, we could lose these approvals, and the
sale of our products could be suspended.
   
    
    restrictions on the products, manufacturers or manufacturing processes;
    
    warning letters;
    
    civil or criminal penalties or fines;
    
    injunctions;
    
    product seizures, detentions or import bans;
    
    voluntary or mandatory product recalls and publicity requirements;
    
    suspension or withdrawal of regulatory approvals;
    
    total or partial suspension of production; and
 
    
    refusal to approve pending applications of marketing approval of new drugs or
supplements to approved applications.
  Marketing and reimbursement practices and claims processing in the pharmaceutical and medical
device industries are subject to significant regulation in the U.S.
   19




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If we seek regulatory approvals for our products in foreign jurisdictions, we may not obtain any
such approvals.
  Risks Related to Our Common Stock
 Our principal stockholders and management own a significant percentage of our stock and will be
able to exercise significant influence over our affairs.
   20




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If our stock price is volatile, purchasers of our common stock could incur substantial losses.
  
    
    results of our clinical trials;
    
    announcements of technological innovations or new products by us or our competitors;
 
    
    delays in obtaining regulatory approvals for clinical trials or commercial marketing
efforts;
 
    
    the success rate of our discovery efforts, animal studies and clinical trials;
 
    
    developments or disputes concerning patents or proprietary rights, including
announcements of infringement, interference or other litigation regarding these rights;
 
    
    the willingness of collaborators to commercialize our products and the timing of
commercialization;
 
    
    ability to manufacture our products;
 
    
    changes in our strategic relationships which adversely affect our ability to acquire or
commercialize products;
 
    
    announcements concerning our competitors or the health care industry in general;
 
    
    public concerns over the safety of our products or our competitors products;
    
    changes in governmental regulation of the health care industry;
    
    litigation or other disputes with third parties;
    
    actual or anticipated fluctuations in our operating results from period to period;
    
    variations in our quarterly results;
    
    changes in financial estimates or recommendations by securities analysts;
    
    changes in accounting principles;
    
    the loss of any of our key personnel;
    
    sales or anticipated sales of our common stock;
    
    investors perceptions of us;
    
    general economic, industry and market conditions.
  We are at risk of securities class action litigation due to our stock price volatility.
  If there are substantial sales of common stock, our stock price could decline.
   21




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The financial reporting obligations of being a public company and other laws and regulations
relating to corporate governance matters place significant demands on our management and cause
increased costs.
  Failure of our internal control over financial reporting could harm our business and financial
results.
   If we do not achieve our projected business goals in the time frames we announce and expect, our
stock price may decline.
  Anti-takeover defenses that we have in place could prevent or frustrate attempts to change our
direction or management.
  
    
    limit who may call a special meeting of stockholders;
 
    
    establish advance notice requirements for nominations for election to our Board of
Directors or for proposing matters that can be acted on at stockholder meetings;
  22




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
    
    prohibit cumulative voting in the election of our directors, which would otherwise
permit holders of less than a majority of our outstanding shares to elect directors;
 
    
    prohibit stockholder action by written consent, thereby requiring all stockholder
actions to be taken at a meeting of our stockholders; and
 
    
    provide our Board of Directors the ability to designate the terms of and issue new
series of preferred stock without stockholder approval.
  We do not intend to pay cash dividends on our common stock in the foreseeable future.
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
   23




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PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  High
    
    
    Low2008Fourth Quarter
    
    $
    0.10
    
    
    $
    0.04Third Quarter
    
    
    0.33
    
    
    
    0.04Second Quarter
    
    
    0.84
    
    
    
    0.16First Quarter
    
    
    2.17
    
    
    
    0.362007Fourth Quarter
    
    $
    3.45
    
    
    $
    1.51Third Quarter (beginning July 26, 2007)
    
    
    4.90
    
    
    
    3.25
   Use of Proceeds.
    24




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ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis should be read in conjunction with our audited financial
statements and notes thereto that appear elsewhere in this report. This discussion contains
forward-looking statements reflecting our current expectations that involve risks and
uncertainties. Actual results may differ materially from those discussed in these forward-looking
statements due to a number of factors, including those set forth in the section entitled Risk
Factors and elsewhere in this report.
  Overview
      25




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Product Sales, Research and Development Revenue
  Revenue Recognition When the Right of Return Exists.
 Cost of Product Sales
  Research and Development Expenses
  General and Administrative Expenses
  Critical Accounting Policies and Significant Judgments and Estimates
    26




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Inventory and Inventory Subject to Return
    Long-lived and Intangible Assets
 Accounting
for the Impairment or Disposal of Long-Lived Assets
  Revenue Recognition
 Revenue
Recognition in Financial Statements. Revenue Recognition When the Right of
Return Exists,
    27




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Stock-Based Compensation
 Share-Based Payment Accounting for Stock-Based
Compensation Accounting for
Stock Issued to Employees.
  Results of Operations
 Twelve Months Ended December 31, 2007 Compared to 2008
 Product Sales, Research and Development Revenue.
  Cost of Product Sales.
  28




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Research and Development Expenses.
 General and Administrative Expenses.
 Asset Impairment
 Interest and Other Income.
 Interest Expense.
 Gain
on Settlement of Accounts Payable.
 Gain on Extinguishment of Debt.
 Liquidity and Capital Resources
 Sources of Liquidity
      29




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Cash Flows
 Net Cash Used in or provided by Operating Activities.
 Net Cash Used in or provided by Investing Activities.
 Net Cash Provided by or used in Financing Activities.
 Operating Capital and Capital Expenditure Requirements
    Off-Balance Sheet Transactions
   30




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Recently Issued Accounting Pronouncements
 The Hierarchy of Generally Accepted
Accounting Principles.
 Business
Combinations Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51
 
 ITEM 8. Financial Statements and Supplementary Data
  
 ITEM 9A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
   31




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32




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PART III
 
 ITEM 10. Directors, Executive Officers, and Corporate Governance
  Name
    
    Age
    
    Position HeldRichard L. Love
    
    
    65
    
    
    Chairman of BoardBradford A. Zakes
    
    
    43
    
    
    President and Chief Executive OfficerRichard E.Otto
    
    
    59
    
    
    DirectorJames M. Strickland
    
    
    66
    
    
    DirectorPhilip C. Ranker
    
    
    49
    
    
    DirectorThomas W. Pew
    
    
    70
    
    
    Director
  Richard L. Love   Chairman of Board
  Bradford A. Zakes  President and Chief Executive Officer
  Richard E. Otto  Director
  James M. Stickland  Director
   33




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Philip C. Ranker  Director
  Thomas W. Pew  Director
  Responsibilities of the Board
    Committees of the Board
  Audit Committee
   34




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www.imarx.com
 Compensation Committee
   www.imarx.com
 Nominating and Corporate Governance Committee
   35




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www.imarx.com
 Section 16(a) Beneficial Ownership Reporting
   Code of Ethics
 www.imarx.com
 
 ITEM 11. Executive Compensation
 SUMMARY COMPENSATION TABLE
  NonequityOption
    
    
    Incentive Plan
    
    
    All OtherSalary
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)Bradford A. Zakes
    
    
    2008
    
    
    
    272,731
    
    
    
    254,767
    
    
    
    318,125
    (4)
    
    
    
    
    
    
    845,623President and Chief
Executive Officer
    
    
    2007
    
    
    
    227,308
    
    
    
    76,012
    
    
    
    63,281
    
    
    
    
    
    
    
    366,601Greg Cobb (6)
    
    
    2008
    
    
    
    129,423
    
    
    
    9,162
    
    
    
    25,000
    
    
    
    119,689
    
    
    
    283,274Chief Financial Officer
    
    
    2007
    
    
    
    192,306
    
    
    
    74,685
    
    
    
    56,250
    
    
    
    
    
    
    
    323,242Kevin J.
Ontiveros (7)
    
    
    2008
    
    
    
    303,008
    
    
    
    13,895
    
    
    
    39,250
    
    
    
    110,449
    
    
    
    446,601Vice President, Legal Affairs and
    
    
    2007
    
    
    
    139,327
    
    
    
    16,912
    
    
    
    52,500
    
    
    
    15,000
    (5)
    
    
    223,739General Counsel
  36




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(1)
    
    The amounts in this column represent the compensation expenses
recognized in 2008 and 2007, respectively, related to stock option awards
pursuant to SFAS No. 123(R). A discussion of the valuation assumptions used
to determine the expense is included in Note 8 of our audited financial
statements included in this Form 10-K.(2)
    
    The amounts shown in this column constitute the quarterly cash
incentive bonuses made to each named executive officer based on the attainment
of certain pre-established performance criteria established by our Board of
Directors.(3)
    
    Amounts consist of severance payments including benefits.(4)
    
    Amounts include a retention bonus.(5)
    
    Amounts consist of relocation expenses.(6)
    
    177,249 options were forfeited in 2008 upon separation with
the Company. Also upon separation, 94,000 shares were accelerated.(7)
    
    65,501 options were forfeited in 2008 upon separation with
the Company. Also upon separation, 60,165 shares were accelerated. Employment Agreements
 Bradford A. Zakes.
  Greg Cobb.
 Kevin Ontiveros.
  37




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option AwardsNumber of Securities
    
    
    Number of SecuritiesUnderlying
    
    
    UnderlyingUnexercised Options
    
    
    Unexercised Options
    
    
    Option
    
    
    Option(#)
    
    
    (#)
    
    
    Exercise Price
    
    
    ExpirationName
    
    Exercisable(1)
    
    
    Unexercisable (2)
    
    
    ($)
    
    
    DateBradford A. Zakes
    
    
    24,000
    
    
    
    
    
    
    
    15.00
    
    
    
    8/22/20154,000
    
    
    
    
    
    
    
    20.00
    
    
    
    12/14/201530,333
    
    
    
    
    
    
    
    15.00
    
    
    
    12/12/201641,666
    
    
    
    
    
    
    
    5.00
    
    
    
    7/31/201716,667
    
    
    
    
    
    
    
    4.05
    
    
    
    9/07/201756,250
    
    
    
    168,750
    
    
    
    2.10
    
    
    
    12/18/2017Greg Cobb
    
    
    30,000
    
    
    
    
    
    
    
    15.00
    
    
    
    4/18/20156,750
    
    
    
    
    
    
    
    20.00
    
    
    
    12/14/20159,000
    
    
    
    
    
    
    
    25.00
    
    
    
    5/16/20162,000
    
    
    
    
    
    
    
    15.00
    
    
    
    12/12/201610,417
    
    
    
    
    
    
    
    5.00
    
    
    
    7/31/201716,667
    
    
    
    
    
    
    
    4.05
    
    
    
    9/07/201746,250
    
    
    
    
    
    
    
    2.10
    
    
    
    12/18/2017Kevin J. Ontiveros
    
    
    30,665
    
    
    
    
    
    
    
    5.00
    
    
    
    7/31/201721,834
    
    
    
    
    
    
    
    2.10
    
    
    
    12/18/2017
 
 (1)
    
    Stock options with expiration dates after July 31, 2007 were granted under the 2000
Stock Plan and are immediately exercisable, and, when and if exercised, will be subject
to a repurchase right held by the company, which lapses in accordance with the respective
vesting schedules for such options.(2)
    
    Stock options with expiration dates after July 31, 2007 were granted under the 2007
Performance Incentive Plan and vest and generally vest at the rate of 28% of the total
option grant vests one year from the anniversary date of the grant and remainder vests at
the rate of 2% per month thereafter. Pension Benefits
  Nonqualified Deferred Compensation
   38




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Director Compensation
  
    
    $1,500 for each board and committee meeting attended in person;
    
    $250 for each board and committee meeting attended via tele-conference;
 
    
    $15,000 annual retainer for each non-employee director payable in cash if our cash
balance exceeds $10 million on the date of payment, or in stock valued at the fair
market value on the date of payment;
 
    
    Annual grant of an option to purchase 3,333 shares of common stock with an exercise
price equal to fair market value of our common stock on the date of grant; and
 
    
    Reimbursement of actual, reasonable travel expenses incurred in connection with
attending board or committee meetings;
  
    
    $10,000 to the chairman of the Board;
    
    $7,500 to the chairman of our audit committee;
    
    $2,500 to each audit committee member other than the chairman;
    
    $5,000 to the chairman of our compensation committee;
    
    $1,500 to each compensation committee member other than the chairman;
    
    $5,000 to the chairman of our nomination and governance committee; and
    
    $1,500 to each nomination and governance committee member other than the chairman.
  2008 DIRECTOR COMPENSATION
 Name
    
    Fees Earned or Paid in Cash ($)
    
    
    Stock Awards ($)
    
    
    Option Awards ($)
    
    
    Total ($)Richard Otto (1)
    
    $
    23,750
    
    
    $
    15,000
    
    
    $
    1,614
    
    
    $
    40,364James M. Strickland (2)
    
    $
    23,375
    
    
    $
    15,000
    
    
    $
    1,614
    
    
    $
    39,989Thomas W. Pew (3)
    
    $
    17,750
    
    
    $
    15,000
    
    
    $
    1,614
    
    
    $
    34,364Richard Love (4)
    
    $
    29,375
    
    
    $
    15,000
    
    
    $
    1,614
    
    
    $
    45,989Philip Ranker (5)
    
    $
    21,625
    
    
    $
    15,000
    
    
    $
    1,614
    
    
    $
    38,239
 
 (1)
    
    Mr. Otto owned 28,810 shares of common stock awards and 17,666 option shares as of December 31, 2008.(2)
    
    Mr. Strickland directly owned 32,810 shares of common stock awards, indirectly owned 79,095
shares of common stock awards and 17,666 option shares as of December 31, 2008.(3)
    
    Mr. Pew owned 98,231 shares of common stock awards and 17,666 option shares as of December 31, 2008.(4)
    
    Mr. Love owned 48,810 shares of common stock awards and 17,666 option shares as of December 31, 2008.(5)
    
    Mr. Ranker owned 28,810 shares of common stock awards and 17,666 option shares as of December 31, 2008.  39




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##### Table of Contents



ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 EQUITY COMPENSATION PLAN INFORMATION
  Number of securitiesremaining available forfuture issuance under equityNumber of securities to
    
    
    Weighted-average
    
    
    compensation plansbe issued upon exercise
    
    
    exercise price of
    
    
    (excluding securities reflectedPlan Category
    
    of outstanding awards
    
    
    outstanding awards
    
    
    in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved
by security holders
    
    
    732,079
    
    
    $
    6.93
    
    
    
    885,600Equity compensation plans not approved
by security holders
    
    None
    
    
    None
    
    
    NoneTotal
    
    
    732,079
    
    
    $
    6.93
    
    
    
    885,600
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    Beneficial OwnershipNumber of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Shares
    
    
    Total5% StockholdersSaints Capital Everest, L.P. (1)
    
    
    1,176,471
    
    
    
    11.6
    %475 Sansome Street, Suite 1850
San Francisco, CA 94111Berg & Berg Enterprises, LLC (2)
    
    
    570,588
    
    
    
    5.6
    %10050 Bandley Drive

Cupertino, CA 95014Directors and Named Executive Officers(12)Richard Love (3)
    
    
    66,476
    
    
    
    *Richard Otto (4)
    
    
    46,476
    
    
    
    *Thomas W. Pew (5)
    
    
    128,586
    
    
    
    1.3
    %Philip Ranker (6)
    
    
    46,476
    
    
    
    *James M. Strickland (7)
    
    
    130,571
    
    
    
    1.3
    %Bradford A. Zakes (8)
    
    
    186,979
    
    
    
    1.8
    %Greg Cobb (9)
    
    
    121,084
    
    
    
    1.2
    %Kevin J. Ontiveros (10)
    
    
    52,499
    
    
    
    *All Directors and Executive Officers as a Group (9 persons) (11)
    
    
    779,147
    
    
    
    7.1
    %
  40




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##### Table of Contents



*
    
    Less than one percent.(1)
    
    The number of shares of common stock for Saints Capital Everest, L.P. is based solely on
the information contained in the Schedule 13G filed with the Commission on September 17,
2008.(2)
    
    The reporting person disclosed that Mr. Carl E. Berg is the manager and a member of Berg &
Berg Enterprises LLC and that he may be deemed to have shared voting and dispositive power
with respect to the shares held by such entity.(3)
    
    Includes 17,666 shares of common stock issuable to Mr. Love upon exercise of options.(4)
    
    Includes 17,666 shares of common stock issuable to Mr. Otto upon exercise of options.(5)
    
    Includes 17,666 shares of common stock issuable to Mr. Pew upon exercise of options and
12,689 shares of common stock issuable upon exercise of warrants.(6)
    
    Includes 17,666 shares of common stock issuable to Mr. Ranker upon exercise of options.(7)
    
    Includes 17,666 shares of common stock issuable to Mr. Strickland upon exercise of options,
1,000 shares of common stock issuable upon exercise of warrants and 79,095 shares of common
stock held by Coronado Venture Fund IV, LP. With regard to Coronado Venture Fund IV, LP,
Coronado Venture Management LLC is the sole general partner of and may be deemed to have
voting and dispositive power over shares held by Coronado Venture Fund IV, LP. Mr.
Strickland is a managing director of Coronado Venture Management LLC. Mr. Strickland
disclaims beneficial ownership of the shares held by Coronado Venture Fund IV, LP, except
to the extent of his direct pecuniary interest therein.(8)
    
    Includes 177,604 shares of common stock issuable to Mr. Zakes upon exercise of options and
rights to acquire 9,375 shares of common stock within 60 days.(9)
    
    Includes 121,084 shares of common stock issuable to Mr. Cobb upon exercise of options.(10)
    
    Includes 52,499 shares of common stock issuable to Mr. Ontiveros upon exercise of options.(11)
    
    Includes shares described in Footnotes (4) through (10) above.(12)
    
    The address for the officers and directors listed is c/o ImaRx Therapeutics, Inc., 12277
134th Court NE, Suite 202, Redmond, Washington. 
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    41




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##### Table of Contents



ITEM 14. Principal Accountant Fees and Services
   Fiscal Year
    
    
    Fiscal YearEnded
    
    
    EndedDecember 31, 2008
    
    
    December 31, 2007Audit fees
    
    $
    113,697
    
    
    $
    208,863Audit-related fees
    
    $
    
    
    
    $
    424,500Tax fees
    
    $
    
    
    
    $
    All other fees
    
    $
    
    
    
    $
    
   Changes in Certifying Accountant
 Former Independent Registered Public Accounting Firm Ernst & Young
   42




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##### Table of Contents



PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
  Financial Statements:
 PageIndex to Financial Statements
    
    
    F-1Report of Independent Registered Public Accounting Firm
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Balance Sheets as of December 31, 2007 and 2008
    
    
    F-4Statements of Operations for the years ended December 31, 2007 and 2008 and for the
period from inception (September 23, 2008) through December 31, 2008
    
    
    F-5Statements of Stockholders Equity (Deficit) for the years ended December 31 2007 and 2008
    
    
    F-6Statements of Cash Flows for the years ended December 31, 2007 and 2008 and for the
period from inception (September 23, 2008) to December 31, 2008
    
    
    F-7Notes to Financial Statements
    
    
    F-8
   Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date3.1
    
    
    Fourth Amended and Restated
Certificate of Incorporation of the
registrant
    
    
    
    S-1
    
    
    3.1
    
    
    333-142646
    
    5/4/20073.2
    
    
    Amendment to Certificate of
Incorporation of the registrant to
effect a six-for-ten reverse stock
split
    
    
    
    S-1
    
    
    3.2
    
    
    333-142646
    
    5/4/20073.3
    
    
    Second Amendment to Certificate of
Incorporation of the registrant to
effect a one-for-three reverse
stock split
    
    
    
    S-1
    
    
    3.3
    
    
    333-142646
    
    5/4/20073.4
    
    
    Amended and Restated Certificate of
Incorporation of the registrant
    
    
    
    S-1
    
    
    3.4
    
    
    333-142646
    
    5/4/20073.5
    
    
    Bylaws of the registrant, as amended
    
    
    
    S-1
    
    
    3.5
    
    
    333-142646
    
    5/4/20073.6
    
    
    Amended and Restated Bylaws of the
registrant
    
    
    
    S-1
    
    
    3.6
    
    
    333-142646
    
    5/4/20074.1
    
    
    Specimen certificate evidencing
shares of common stock
    
    
    
    S-1
    
    
    4.1
    
    
    333-142646
    
    5/4/200710.1
    *
    
    Form of Indemnification Agreement
entered into between the registrant
and each of its directors and
officers
    
    
    
    S-1
    
    
    10.1
    
    
    333-142646
    
    5/4/2007
  43




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.2
    
    
    Second Amended and Restated
Investors Rights Agreement, dated
April 14, 2006, by and among the
registrant and certain stockholders
    
    
    
    S-1
    
    
    10.2
    
    
    333-142646
    
    5/4/200710.3
    *
    
    2000 Stock Plan and related
agreements
    
    
    
    S-1
    
    
    10.3
    
    
    333-142646
    
    5/4/200710.4
    *
    
    2007 Performance Incentive Plan and
related agreements
    
    
    
    S-1
    
    
    10.4
    
    
    333-142646
    
    5/4/200710.5
    *
    
    Bonus Plan
    
    
    
    S-1
    
    
    10.5
    
    
    333-142646
    
    5/4/200710.6
    
    
    License Agreement, dated January 4,
2005, between the registrant and
Dr. med. Reinhard Schlief
    
    
    
    S-1
    
    
    10.6
    
    
    333-142646
    
    5/4/200710.7
    
    
    Exclusive Sublicense Agreement,
dated October 10, 2003, between the
registrant and UNEMED Corporation
    
    
    
    S-1
    
    
    10.7
    
    
    333-142646
    
    5/4/200710.8
    
    
    Assignment, Assumption and License
Agreement, dated October 7, 1999,
between the registrant and
Bristol-Myers Squibb Medical
Imaging, Inc. (as successor to
DuPont Contrast Imaging, Inc.)
dated October 7, 1999, and
amendments thereto
    
    
    
    S-1
    
    
    10.8
    
    
    333-142646
    
    5/4/200710.9
    
    
    License Agreement, dated February
10, 2006, between the registrant
and the University of Arkansas for
Medical Sciences
    
    
    
    S-1
    
    
    10.9
    
    
    333-142646
    
    5/4/200710.10
    
    
    Asset Purchase Agreement, dated
April 10, 2006, between the
registrant and Abbott Laboratories,
and amendments thereto
    
    
    
    S-1
    
    
    10.10
    
    
    333-142646
    
    5/4/200710.11
    
    
    Escrow Agreement, dated April 14,
2006, between the registrant and
Abbott Laboratories
    
    
    
    S-1
    
    
    10.11
    
    
    333-142646
    
    5/4/200710.12
    
    
    Inventory Trademark License
Agreement, dated April 14, 2006,
between the registrant and Abbott
Laboratories
    
    
    
    S-1
    
    
    10.12
    
    
    333-142646
    
    5/4/200710.13
    
    
    Security Agreement, dated April 14,
2006, between the registrant and
Abbott Laboratories
    
    
    
    S-1
    
    
    10.13
    
    
    333-142646
    
    5/4/200710.14
    
    
    Secured Promissory Note, dated
April 14, 2006, between the
registrant and Abbott Laboratories
    
    
    
    S-1
    
    
    10.14
    
    
    333-142646
    
    5/4/200710.15
    
    
    Second Amended Executive Employment
Agreement, dated May 15, 2006,
between the registrant and Evan C.
Unger
    
    
    
    S-1
    
    
    10.15
    
    
    333-142646
    
    5/4/2007
  44




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.16
    
    
    Consulting Agreement, dated October
20, 2006, between the registrant
and Evan C. Unger
    
    
    
    S-1
    
    
    10.16
    
    
    333-142646
    
    5/4/200710.17
    
    
    Confidential Separation Agreement
and Mutual General Release of All
Claims, dated November 28, 2006,
between the registrant and Evan C.
Unger
    
    
    
    S-1
    
    
    10.17
    
    
    333-142646
    
    5/4/200710.18
    *
    
    Consulting Agreement, dated April
11, 2005, between the registrant
and Greg Cobb
    
    
    
    S-1
    
    
    10.18
    
    
    333-142646
    
    5/4/200710.19
    *
    
    Amended Executive Employment
Agreement, dated February 1, 2007,
between the registrant and Greg
Cobb
    
    
    
    S-1
    
    
    10.19
    
    
    333-142646
    
    5/4/200710.20
    *
    
    Amended Executive Employment
Agreement, dated February 1, 2007,
between the registrant and Bradford
A. Zakes
    
    
    
    S-1
    
    
    10.20
    
    
    333-142646
    
    5/4/200710.21
    
    
    Agreement, dated March 31, 2006, by
and among the registrant, John A.
Moore and Edson Moore Healthcare
Ventures
    
    
    
    S-1
    
    
    10.21
    
    
    333-142646
    
    5/4/200710.22
    
    
    Subscription Agreement and Investor
Questionnaire, dated March 2004,
between the registrant and each of
the signatory investors, offering
price $2.00 per share
    
    
    
    S-1
    
    
    10.22
    
    
    333-142646
    
    5/4/200710.23
    
    
    Subscription Agreement and Investor
Questionnaire, dated December 2004,
between the registrant and each of
the signatory investors, offering
price $3.00 per share
    
    
    
    S-1
    
    
    10.23
    
    
    333-142646
    
    5/4/200710.24
    
    
    Subscription Agreement and Investor
Questionnaire, dated September and
October 2004, between the
registrant and each of the
signatory investors, offering price
$4.00 per share
    
    
    
    S-1
    
    
    10.24
    
    
    333-142646
    
    5/4/200710.25
    
    
    Commercial Lease  Triple Net,
dated November 1, 2002, between the
registrant and ImaRx Investments
L.L.C.
    
    
    
    S-1
    
    
    10.25
    
    
    333-142646
    
    5/4/200710.26
    
    
    Standard Commercial  Industrial
Lease, dated December 30, 1997,
between the registrant and Tucson
Tech Park and addenda thereto
    
    
    
    S-1
    
    
    10.26
    
    
    333-142646
    
    5/4/2007
  45




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.27
    
    
    Note Extension and Amendment
Agreement, dated October 25, 2007,
between the registrant and Abbott
Laboratories
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    10/26/200710.28
    *
    
    Amendment No. 2 to Executive
Employment Agreement dated as of
January 1, 2008 by and between the
Company and Bradford A. Zakes
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    2/7/200810.29
    *
    
    Amendment No. 2 to Executive
Employment Agreement dated as of
January 1, 2008 by and between the
Company and Greg Cobb
    
    
    
    8-K
    
    
    10.2
    
    
    001-33043
    
    2/7/200810.30
    *
    
    Executive Employment Agreement
dated as of January 1, 2008 by and
between the Company and Garen
Manvelian
    
    
    
    8-K
    
    
    10.3
    
    
    001-33043
    
    2/7/200810.31
    *
    
    Executive Employment Agreement
dated as of January 1, 2008 by and
between the Company and Kevin
Ontiveros
    
    
    
    8-K
    
    
    10.4
    
    
    001-33043
    
    2/7/200810.32
    
    
    Separation and Release of Claims
Agreement with Greg Cobb
    
    
    
    8-K
    
    
    10.2
    
    
    001-33043
    
    6/10/200810.33
    
    
    Separation and Release of Claims
Agreement with Kevin Ontiveros
    
    
    
    8-K
    
    
    10.4
    
    
    001-33043
    
    6/10/200810.33
    
    
    Consulting Agreement with Greg Cobb
    
    
    
    8-K
    
    
    10.3
    
    
    001-33043
    
    6/10/200810.34
    
    
    Amended Executive Employment 
Agreement with Brad Zakes
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    6/27/200810.35
    
    
    Commercial Lease  dated December
10, 2007, between the registrant
and Cambric Partners
    
    
    
    10-K
    
    
    10.32
    
    
    001-33043
    
    8/31/200810.36
    
    
    Sublease Agreement  dated December
29, 2008 between the Registrant and
Koronis Pharmaceuticals, Inc
    
    X23.1
    
    
    Consent of Independent Registered
Public Accounting Firm  McKennon,
Wilson & Morgan, LLP
    
    X23.2
    
    
    Consent of Independent Registered
Public Accounting Firm  Ernst &
Young, LLP
    
    X24.1
    
    
    Power of Attorney (included in the
signature page hereto)
    
    X
  46




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date31.1
    
    
    Certification of Chief Executive
Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
    
    X31.2
    
    
    Certification of Chief Financial
Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
    
    X32
    
    
    Certification of Chief Executive
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    X
   47




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##### Table of Contents



SIGNATURES
  IMARX THERAPEUTICS, INC.By:
    /s/ Bradford A. ZakesBradford A. ZakesPresident and Chief Executive OfficerMarch 6, 2009Date   Signature
    
    Title
    
    Date/s/ Bradford A. Zakes

Bradford A. Zakes
    
    President, Chief
Executive Officer
and Director
(principal
executive officer
and principal
financial officer)
    
    March 6, 2009/s/ Richard Love

Richard Love
    
    Director
    
    March 6, 2009/s/ Richard Otto

Richard Otto
    
    Director
    
    March 6, 2009/s/ Thomas W. Pew

Thomas W. Pew
    
    Director
    
    March 6, 2009/s/ Philip Ranker

Philip Ranker
    
    Director
    
    March 6, 2009/s/ James M. Strickland

James M. Strickland
    
    Director
    
    March 6, 2009
  48




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##### Table of Contents



IMARX THERAPEUTICS, INC.
 (A Development Stage Company)
 INDEX TO FINANCIAL STATEMENTS
 PageIndex to Financial Statements
    
    
    F-1Report of Independent Registered Public Accounting Firm
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Balance Sheets as of December 31, 2007 and 2008
    
    
    F-4Statements of Operations for the years ended December 31 2007 and 2008 and for the period
from inception (September 23, 2008) through December 31, 2008
    
    
    F-5Statements of Stockholders Equity (Deficit) for the years ended December 31, 2007 and 2008
    
    
    F-6Statements of Cash Flows for the years ended December 31, 2007 and 2008 and for the period
from inception (September 23, 2008) through December 31, 2008
    
    
    F-7Notes to Financial Statements
    
    
    F-8
  F-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
   F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Share-Based Payments.
   
   F-3




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##### Table of Contents



ImaRx Therapeutics, Inc.
(A Development Stage Company)
 
 Balance Sheets
 (in thousands, except share data)
 December 31,2007
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    12,861
    
    
    $
    757Restricted cash
    
    
    388
    
    
    
    Accounts receivable
    
    
    349
    
    
    
    Inventory
    
    
    11,138
    
    
    
    Inventory subject to return
    
    
    2,560
    
    
    
    12Assets held for sale
    
    
    
    
    
    
    108Prepaid expenses and other
    
    
    589
    
    
    
    144Total current assets
    
    
    27,885
    
    
    
    1,021Long-term assets:Property and equipment, net
    
    
    1,170
    
    
    
    51Intangible assets, net
    
    
    1,633
    
    
    
    Other
    
    
    19
    
    
    
    Total assets
    
    $
    30,707
    
    
    $
    1,072Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    1,277
    
    
    $
    117Accrued expenses
    
    
    837
    
    
    
    82Accrued chargebacks and administrative fees
    
    
    1,317
    
    
    
    Deferred revenue
    
    
    5,373
    
    
    
    226Notes payable and accrued interest
    
    
    11,698
    
    
    
    Other
    
    
    
    
    
    
    154Total current liabilities
    
    
    20,502
    
    
    
    579Commitments and contingencies (Notes 1, 5, 8, and 14)Stockholders equity:Common stock, $.0001 par



100,000,000 shares authorized, 10,046,683
issued and outstanding at December 31, 2007 and
10,165,733 issued and outstanding at December
31, 2008
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    91,386
    
    
    
    91,808Accumulated deficit
    
    
    (81,182
    )
    
    
    (91,316
    )Total stockholders equity
    
    
    10,205
    
    
    
    493Total liabilities and stockholders equity
    
    $
    30,707
    
    
    $
    1,072
   F-4




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##### Table of Contents



ImaRx Therapeutics, Inc.
(A Development Stage Company)
 
 Statements of Operations
 (in thousands, except share data)
 September 23, 2008Years Ended December 31,
    
    
    (Inception) through2007
    
    
    2008
    
    
    December 31, 2008Revenues:Product sales, net
    
    $
    7,841
    
    
    $
    6,511
    
    
    $
    960Research and development
    
    
    519
    
    
    
    223
    
    
    
    Total operating revenue
    
    
    8,360
    
    
    
    6,734
    
    
    
    960Costs and expenses:Cost of product sales
    
    
    3,518
    
    
    
    3,051
    
    
    
    575Research and development
    
    
    7,424
    
    
    
    3,040
    
    
    
    87General and administrative
    
    
    6,087
    
    
    
    6,434
    
    
    
    618Asset impairment
    
    
    
    
    
    
    9,978
    
    
    
    Total cost and expenses
    
    
    17,029
    
    
    
    22,503
    
    
    
    1,280Operating loss
    
    
    (8,669
    )
    
    
    (15,769
    )
    
    
    (320
    )Other income (expense):Interest and other income
    
    
    548
    
    
    
    49
    
    
    
    15Interest expense
    
    
    (862
    )
    
    
    (203
    )
    
    
    Gain on settlement of accounts payable
    
    
    
    
    
    
    187
    
    
    
    187Gain on extinguishment of debt
    
    
    219
    
    
    
    5,602
    
    
    
    Net loss
    
    
    (8,764
    )
    
    
    (10,134
    )
    
    
    (118
    )Deemed dividend from beneficial conversion feature for Series
F redeemable convertible preferred stock
    
    
    (13,842
    )
    
    
    
    
    
    
    Accretion of dividends on preferred stock
    
    
    (867
    )
    
    
    
    
    
    
    Reversal of accretion of dividends on preferred stock not paid
    
    
    4,919
    
    
    
    
    
    
    
    Net loss attributed to common stockholders
    
    $
    (18,554
    )
    
    $
    (10,134
    )
    
    $
    (118
    )Net loss attributed to common stockholders per share  Basic
and diluted
    
    $
    (3.16
    )
    
    $
    (1.00
    )Weighted-average shares outstanding  Basic and diluted
    
    
    5,868,131
    
    
    
    10,116,808
   F-5




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##### Table of Contents



ImaRx Therapeutics, Inc.
(A Development Stage Company)
 
 Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit)
 (in thousands, except share data)
 Series ERedeemable Convertible Preferred Stock
    
    
    Redeemable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalSeries A
    
    
    Series B
    
    
    Series C
    
    
    Series D
    
    
    Series F
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    StockholdersCarrying
    
    
    
    
    
    
    Carrying
    
    
    
    
    
    
    Carrying
    
    
    
    
    
    
    Carrying
    
    
    
    
    
    
    Carrying
    
    
    Preferred Shares
    
    
    Common Stock
    
    
    Paid - in
    
    
    Accumulated
    
    
    EquityShares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    (Deficit)Balance at January 1, 2007
    
    
    2,291,144
    
    
    
    9,329
    
    
    
    593,226
    
    
    
    9,492
    
    
    
    285,714
    
    
    
    1,945
    
    
    
    438,232
    
    
    
    1,562
    
    
    
    2,835,000
    
    
    
    13,535
    
    
    
    1,000,000
    
    
    
    4,000
    
    
    
    2,606,739
    
    
    
    
    
    
    
    28,620
    
    
    
    (62,628
    )
    
    
    (30,008
    )Deemed dividend from
beneficial conversion
feature for Series F
redeemable Convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,842
    
    
    
    (13,842
    )
    
    
    Accretion of undeclared
dividends on Series A, D
and F Redeemable
Convertible Preferred
Stock
    
    
    
    
    
    
    252
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (867
    )
    
    
    (867
    )Net proceeds from initial
public offering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000,000
    
    
    
    
    
    
    
    11,233
    
    
    
    
    
    
    
    11,233Conversion of redeemable
convertible preferred stock
to common stock
    
    
    (2,291,144
    )
    
    
    (9,581
    )
    
    
    (593,226
    )
    
    
    (9,492
    )
    
    
    (285,714
    )
    
    
    (1,945
    )
    
    
    (438,232
    )
    
    
    (1,610
    )
    
    
    (2,835,000
    )
    
    
    (14,102
    )
    
    
    (1,000,000
    )
    
    
    (4,000
    )
    
    
    4,401,129
    
    
    
    1
    
    
    
    35,811
    
    
    
    
    
    
    
    31,812Issuance of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    
    
    
    
    1,179Issuance of restricted
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,500
    
    
    
    
    
    
    
    193
    
    
    
    
    
    
    
    193Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    315
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Reversal of accretion of
dividends on Series A, D
and F preferred stock not
paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,919
    
    
    
    4,919Stock  based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    507
    
    
    
    
    
    
    
    507Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,764
    )
    
    
    (8,764
    )Balance at December 31, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    10,046,683
    
    
    $
    1
    
    
    $
    91,386
    
    
    $
    (81,182
    )
    
    $
    10,205Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,050
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    75Stock  based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347
    
    
    
    
    
    
    
    347Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,134
    )
    
    
    (10,134
    )Balance at December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    10,165,733
    
    
    $
    1
    
    
    $
    91,808
    
    
    $
    (91,316
    )
    
    $
    493
  F-6




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##### Table of Contents



ImaRx Therapeutics, Inc.
(A Development Stage Company)
 
 Statements of Cash Flows
 (in thousands)
 September 23,Years Ended December 31,

    

    2008 (Inception)2007
    
    
    2008
    
    
    December 31, 2008Operating activitiesNet loss
    
    $
    (8,764
    )
    
    $
    (10,134
    )
    
    $
    (118
    )Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    1,174
    
    
    
    563
    
    
    
    18Stock-based compensation
    
    
    700
    
    
    
    422
    
    
    
    156Gain on extinguishments of debt
    
    
    (219
    )
    
    
    (5,602
    )
    
    
    Asset impairment
    
    
    
    
    
    
    9,978
    
    
    
    Loss on disposal of property and equipment
    
    
    19
    
    
    
    118
    
    
    
    1Changes in operating assets and liabilities:Inventory
    
    
    4,922
    
    
    
    937
    
    
    
    Inventory subject to return
    
    
    (2,115
    )
    
    
    2,548
    
    
    
    574Accounts receivable
    
    
    227
    
    
    
    349
    
    
    
    Prepaid expenses and other
    
    
    (49
    )
    
    
    445
    
    
    
    64Other assets
    
    
    (19
    )
    
    
    19
    
    
    
    Accounts payable
    
    
    (136
    )
    
    
    (1,160
    )
    
    
    (1,256
    )Accrued expenses and other liabilities
    
    
    1,781
    
    
    
    (5,147
    )
    
    
    (153
    )Deferred revenue
    
    
    4,417
    
    
    
    (1,715
    )
    
    
    (968
    )Net cash provided by (used in) operating activities
    
    
    1,938
    
    
    
    (8,379
    )
    
    
    (1,682
    )Investing activitiesPurchase of property and equipment, net
    
    
    (577
    )
    
    
    (11
    )
    
    
    Proceeds from sale of property and equipment
    
    
    
    
    
    
    197
    
    
    
    Proceeds from sale of urokinase asset
    
    
    
    
    
    
    2,000
    
    
    
    Net cash used in investing activities
    
    
    (577
    )
    
    
    2,186
    
    
    
    Financing activitiesChange in restricted cash
    
    
    (388
    )
    
    
    388
    
    
    
    Payment on note payable
    
    
    (4,780
    )
    
    
    (6,299
    )
    
    
    Proceeds from sale of common stock
    
    
    12,412
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    7,244
    
    
    
    (5,911
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    8,605
    
    
    
    (12,104
    )
    
    
    (1,682
    )Cash and cash equivalents at the beginning of the year
    
    
    4,256
    
    
    
    12,861
    
    
    
    2,439Cash and cash equivalents at the end of the year
    
    $
    12,861
    
    
    $
    757
    
    
    $
    757Supplemental schedule of cash flow informationCash paid for interest
    
    $
    1,351
    
    
    $
    329
    
    
    $
    Supplemental Schedule of Noncash Investing and Financing Activities:Accretion of undeclared dividends on Series A/D/F redeemable convertible preferred stock
    
    $
    867
    
    
    $
    
    
    
    $
    Reversal of accretion of undeclared dividends on Series A/D/F redeemable convertible preferred stock not paid
    
    
    4,919
    
    
    
    
    
    
    
    Deemed dividend from beneficial conversion feature for Series F redeemable convertible preferred stock
    
    
    13,842
    
    
    
    
    
    
    
    Conversion of convertible preferred stock to common stock upon initial public offering
    
    
    35,811
    
    
    
    
    
    
    
    Fair value of stock warrants issued in connection with Companys initial public offering
    
    
    1,179
    
    
    
    
    
    
    
    
   F-7




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##### Table of Contents



ImaRx Therapeutics, Inc.
 (A Development Stage Company)
 
 Notes to Financial Statements
 1. The Company and Significant Accounting Policies
 The Company
    Basis of Presentation
     F-8




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##### Table of Contents



Estimates and Assumptions
  Cash Equivalents and Restricted Cash
   Fair Value of Financial Instruments
  Accounts Receivable
  Inventory and Inventory Subject to Return
  ® ®
    F-9




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##### Table of Contents



Property and Equipment
  Intangible Assets and Other Long-Lived Assets
 Goodwill and Other Intangible Assets.
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Revenue Recognition
 Revenue Recognition in Financial Statements Revenue Recognition When the Right of
Return Exists
    F-10




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##### Table of Contents



Stock-Based Compensation
 Accounting for Stock Issued to Employees Accounting for Stock Based
Compensation
   Research and Development Expenses
  Income Taxes
 Accounting
for Income Taxes.
 Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes
  F-11




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##### Table of Contents



Net Loss Attributable to Common Stockholders per Share
   Years Ended December 31,2007
    
    
    2008Stock options
    
    
    1,534,269
    
    
    
    732,079Warrants
    
    
    1,023,913
    
    
    
    1,023,913
 Concentration of Credit Risk
  Recently Issued Accounting Pronouncements
 The Hierarchy of Generally Accepted
Accounting Principles.
 Business
Combinations Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51
 Impact of Recently Issued Accounting Standards
 Fair Value Measurements
  F-12




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##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities-including an amendment of FASB Statement No. 115
 Accounting for Non-Refundable Advance Payments for Goods or Services to Be Used in Future
Research and Development Activities
 2. Balance Sheet Data
 Property and Equipment
  December 31,2007
    
    
    2008(in thousands)Leasehold improvements
    
    $
    652
    
    
    $
    Laboratory equipment
    
    
    2,212
    
    
    
    Computer and communications equipment
    
    
    279
    
    
    
    99Office furniture and equipment
    
    
    157
    
    
    
    Construction in progress
    
    
    43
    
    
    
    3,343
    
    
    
    99Less accumulated depreciation
    
    
    2,173
    
    
    
    48$
    1,170
    
    
    $
    51
   F-13




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##### Table of Contents



Intangible Assets
  December 31, 2007Weighted
    
    
    Gross carrying
    
    
    Accumulatedaverage life
    
    
    amount
    
    
    amortizationCustomer lists
    
    4 years
    
    $
    2,700
    
    
    $
    (1,125
    )Trade name
    
    1 year
    
    
    500
    
    
    
    (500
    )Cell technology
    
    4 years
    
    
    100
    
    
    
    (42
    )$
    3,300
    
    
    $
    (1,667
    )
  Accrued Expenses
  December 31,2007
    
    
    2008(in thousands)Accrued compensation
    
    $
    528
    
    
    $
    43Accrued contract services
    
    
    181
    
    
    
    Other accrued expenses
    
    
    128
    
    
    
    39$
    837
    
    
    $
    82
 3. Restructuring
   EmployeeSeparations
    
    
    Facility Closing
    
    
    TotalLiability, July 1, 2008
    
    $
    40
    
    
    $
    242
    
    
    $
    282Cash payments
    
    
    (40
    )
    
    
    
    
    
    
    (40
    )Amortization
    
    
    
    
    
    
    (72
    )
    
    
    (72
    )Adjustments to expense
    
    
    
    
    
    
    (16
    )
    
    
    (16
    )Liability, December 31, 2008
    
    $
    
    
    
    $
    154
    
    
    $
    154
 4. Assets Held for Sale
 Accounting for the
Impairment or Disposal of Long-Lived Assets
   F-14




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##### Table of Contents



5. Income Taxes
  Years Ended December 31,2007
    
    
    2008Current:Federal
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    Total current provision
    
    
    
    
    
    
    Deferred:Federal
    
    
    (3,246
    )
    
    
    (3,382
    )State
    
    
    (328
    )
    
    
    (243
    )Valuation allowance
    
    
    3,574
    
    
    
    3,625Total deferred provision
    
    
    
    
    
    
    Total tax provision
    
    $
    
    
    
    $
    
  Years Ended December 31,2007
    
    
    2008Tax benefit at statutory rate
    
    $
    (2,979
    )
    
    $
    (3,413
    )State taxes (net of federal benefit)
    
    
    (328
    )
    
    
    (243
    )Net benefit from research and development credits
    
    
    (547
    )
    
    
    (86
    )Stock compensation
    
    
    96
    
    
    
    23Other, net
    
    
    184
    
    
    
    94Valuation allowance
    
    
    3,574
    
    
    
    3,625Tax benefit at statutory rate
    
    $
    
    
    
    $
    
  December 31,2007
    
    
    2008(in thousands)Current deferred tax assets:Reserves and accrued liabilities
    
    $
    47
    
    
    $
    13Other
    
    
    5
    
    
    
    352
    
    
    
    16Noncurrent deferred tax assets:Property and equipment
    
    
    110
    
    
    
    (8
    )Deferred revenue
    
    
    2,004
    
    
    
    84Intangibles
    
    
    2,301
    
    
    
    1,854Stock compensation
    
    
    448
    
    
    
    552Research and development credits
    
    
    2,188
    
    
    
    2,197Net operating loss carryforward
    
    
    13,973
    
    
    
    20,00621,024
    
    
    
    24,685Total deferred tax assets
    
    
    21,076
    
    
    
    24,701Valuation allowance
    
    
    (21,076
    )
    
    
    (24,701
    )Net deferred tax assets
    
    $
    
    
    
    $
    
   F-15




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##### Table of Contents



Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes
      F-16




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##### Table of Contents



6. Investment in ImaRx Oncology, Ltd.
    7. Related Party Transactions
  8. Notes Payable
 Note Payable for Asset Acquisition
   9. Equity Transactions
 Reverse Stock Splits
  Initial Public Offering (IPO)
   F-17




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##### Table of Contents



Restricted Stock Awards
   Preferred Stock
  Application of Issue No. 98-5 to Certain Convertible Instruments
  Warrants to Purchase Common Stock
   Warrants Issued
 Weighted-AverageWarrants
    
    
    Remaining Life
    
    
    WarrantsExercise Price
    
    Outstanding
    
    
    in Years
    
    
    Exercisable$5.75
    
    
    671,589
    
    
    
    8.58
    
    
    
    671,58910.00 - 13.75
    
    
    91,050
    
    
    
    0.61
    
    
    
    91,05015.00 - 16.50
    
    
    150,664
    
    
    
    0.55
    
    
    
    150,66420.00 - 21.25
    
    
    109,996
    
    
    
    4.41
    
    
    
    109,99635.00
    
    
    614
    
    
    
    2.18
    
    
    
    6141,023,913
    
    
    
    6.24
    
    
    
    1,023,913
  F-18




---



##### Table of Contents



Weighted-AverageWarrants
    
    
    Exercise PriceBalance at January 1, 2007
    
    
    352,324
    
    
    
    15.79Granted
    
    
    671,589
    
    
    
    5.75Exercised
    
    
    
    
    
    
    Canceled
    
    
    
    
    
    
    Balance at December 31, 2007
    
    
    1,023,913
    
    
    $
    9.21Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    
    
    
    
    Balance at December 31, 2008
    
    
    1,023,913
    
    
    $
    9.21
 10. Stock Options
  Share Based Payment
  Years Ended December 31,2007
    
    2008Expected dividend yield
    
    0.00%
    
    
    0.00%Expected stock price volatility
    
    75.0 - 82.17%
    
    
    84.42 - 85.01%Risk free interest rate
    
    3.78 - 4.93%
    
    
    3.46 - 3.67%Expected life of option
    
    7 years
    
    7 years
  Years Ended December 31,2007
    
    
    2008Research and development
    
    $
    341
    
    
    $
    157General and administrative
    
    
    359
    
    
    
    265Total cost of share-based compensation in
net loss
    
    $
    700
    
    
    $
    422Impact on net loss per share  basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.04
    )
  F-19




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##### Table of Contents



Exercise Price
    
    
    Weighted-AverageOptions
    
    
    Per Share
    
    
    Exercise PriceBalance at January 1, 2007
    
    
    630,351
    
    
    
    2.50-30.00
    
    
    
    18.15Granted
    
    
    1,094,607
    
    
    
    2.10-5.00
    
    
    
    2.86Exercised
    
    
    (315
    )
    
    
    2.50
    
    
    
    2.50Canceled
    
    
    (190,374
    )
    
    
    2.50-27.50
    
    
    
    13.71Balance at December 31, 2007
    
    
    1,534,269
    
    
    $
    2.50-30.00
    
    
    $
    6.81Granted
    
    
    21,665
    
    
    
    0.63-1.54
    
    
    
    0.84Exercised
    
    
    
    
    
    
    
    
    
    
    Canceled
    
    
    (823,855
    )
    
    
    1.54-30.00
    
    
    
    6.53Balance at December 31, 2008
    
    
    732,079
    
    
    $
    0.63-27.50
    
    
    $
    6.93
   Options Outstanding
    
    
    Options ExercisableWeighted-AverageOptions
    
    
    Remaining Life
    
    
    Options
    
    
    Options
    
    
    Weighted-AverageRange of Exercise Prices
    
    Outstanding
    
    
    (Years)
    
    
    Vested
    
    
    Exercisable
    
    
    Exercise Price$0.63-2.10
    
    
    362,914
    
    
    
    8.99
    
    
    
    183,289
    
    
    
    183,289
    
    
    $
    1.972.11-4.00
    
    
    32,500
    
    
    
    3.72
    
    
    
    32,500
    
    
    
    32,500
    
    
    
    2.804.01-15.00
    
    
    289,415
    
    
    
    7.43
    
    
    
    221,500
    
    
    
    289,415
    
    
    
    10.9815.01-30.00
    
    
    47,250
    
    
    
    7.29
    
    
    
    43,750
    
    
    
    47,250
    
    
    
    24.07Total
    
    
    732,079
    
    
    
    8.03
    
    
    
    481,039
    
    
    
    552,454
    
    
    $
    8.18
  Share-Based Payment
  11. Benefit Plan
   F-20




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##### Table of Contents



12. Asset Acquisition and Sale
    13. Segments
 Disclosures about Segments
of an Enterprise and Related Information
 14. Commitments and Contingencies
 Lease Commitments
    Contingencies
 Accounting for Contingencies
  F-21




---



##### Table of Contents



15. Licensing Agreements
 License Agreement with UNEMED Corporation
  License Agreement with Dr. med. Reinhard Schlief
  License Agreement with University of Arkansas
  16. Subsequent Events
    F-22




---



##### Table of Contents



EXHIBIT INDEX
 Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date3.1
    
    
    Fourth Amended and Restated
Certificate of Incorporation of the
registrant
    
    
    
    S-1
    
    
    3.1
    
    
    333-142646
    
    5/4/20073.2
    
    
    Amendment to Certificate of
Incorporation of the registrant to
effect a six-for-ten reverse stock
split
    
    
    
    S-1
    
    
    3.2
    
    
    333-142646
    
    5/4/20073.3
    
    
    Second Amendment to Certificate of
Incorporation of the registrant to
effect a one-for-three reverse
stock split
    
    
    
    S-1
    
    
    3.3
    
    
    333-142646
    
    5/4/20073.4
    
    
    Amended and Restated Certificate of
Incorporation of the registrant
    
    
    
    S-1
    
    
    3.4
    
    
    333-142646
    
    5/4/20073.5
    
    
    Bylaws of the registrant, as amended
    
    
    
    S-1
    
    
    3.5
    
    
    333-142646
    
    5/4/20073.6
    
    
    Amended and Restated Bylaws of the
registrant
    
    
    
    S-1
    
    
    3.6
    
    
    333-142646
    
    5/4/20074.1
    
    
    Specimen certificate evidencing
shares of common stock
    
    
    
    S-1
    
    
    4.1
    
    
    333-142646
    
    5/4/200710.1
    *
    
    Form of Indemnification Agreement
entered into between the registrant
and each of its directors and
officers
    
    
    
    S-1
    
    
    10.1
    
    
    333-142646
    
    5/4/200710.2
    
    
    Second Amended and Restated
Investors Rights Agreement, dated
April 14, 2006, by and among the
registrant and certain stockholders
    
    
    
    S-1
    
    
    10.2
    
    
    333-142646
    
    5/4/200710.3
    *
    
    2000 Stock Plan and related
agreements
    
    
    
    S-1
    
    
    10.3
    
    
    333-142646
    
    5/4/200710.4
    *
    
    2007 Performance Incentive Plan and
related agreements
    
    
    
    S-1
    
    
    10.4
    
    
    333-142646
    
    5/4/200710.5
    *
    
    Bonus Plan
    
    
    
    S-1
    
    
    10.5
    
    
    333-142646
    
    5/4/200710.6
    
    
    License Agreement, dated January 4,
2005, between the registrant and
Dr. med. Reinhard Schlief
    
    
    
    S-1
    
    
    10.6
    
    
    333-142646
    
    5/4/200710.7
    
    
    Exclusive Sublicense Agreement,
dated October 10, 2003, between the
registrant and UNEMED Corporation
    
    
    
    S-1
    
    
    10.7
    
    
    333-142646
    
    5/4/200710.8
    
    
    Assignment, Assumption and License
Agreement, dated October 7, 1999,
between the registrant and
Bristol-Myers Squibb Medical
Imaging, Inc. (as successor to
DuPont Contrast Imaging, Inc.)
dated October 7, 1999, and
amendments thereto
    
    
    
    S-1
    
    
    10.8
    
    
    333-142646
    
    5/4/2007
  49




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.9
    
    
    License Agreement, dated February
10, 2006, between the registrant
and the University of Arkansas for
Medical Sciences
    
    
    
    S-1
    
    
    10.9
    
    
    333-142646
    
    5/4/200710.10
    
    
    Asset Purchase Agreement, dated
April 10, 2006, between the
registrant and Abbott Laboratories,
and amendments thereto
    
    
    
    S-1
    
    
    10.10
    
    
    333-142646
    
    5/4/200710.11
    
    
    Escrow Agreement, dated April 14,
2006, between the registrant and
Abbott Laboratories
    
    
    
    S-1
    
    
    10.11
    
    
    333-142646
    
    5/4/200710.12
    
    
    Inventory Trademark License
Agreement, dated April 14, 2006,
between the registrant and Abbott
Laboratories
    
    
    
    S-1
    
    
    10.12
    
    
    333-142646
    
    5/4/200710.13
    
    
    Security Agreement, dated April 14,
2006, between the registrant and
Abbott Laboratories
    
    
    
    S-1
    
    
    10.13
    
    
    333-142646
    
    5/4/200710.14
    
    
    Secured Promissory Note, dated
April 14, 2006, between the
registrant and Abbott Laboratories
    
    
    
    S-1
    
    
    10.14
    
    
    333-142646
    
    5/4/200710.15
    
    
    Second Amended Executive Employment
Agreement, dated May 15, 2006,
between the registrant and Evan C.
Unger
    
    
    
    S-1
    
    
    10.15
    
    
    333-142646
    
    5/4/200710.16
    
    
    Consulting Agreement, dated October
20, 2006, between the registrant
and Evan C. Unger
    
    
    
    S-1
    
    
    10.16
    
    
    333-142646
    
    5/4/200710.17
    
    
    Confidential Separation Agreement
and Mutual General Release of All
Claims, dated November 28, 2006,
between the registrant and Evan C.
Unger
    
    
    
    S-1
    
    
    10.17
    
    
    333-142646
    
    5/4/200710.18
    *
    
    Consulting Agreement, dated April
11, 2005, between the registrant
and Greg Cobb
    
    
    
    S-1
    
    
    10.18
    
    
    333-142646
    
    5/4/200710.19
    *
    
    Amended Executive Employment
Agreement, dated February 1, 2007,
between the registrant and Greg
Cobb
    
    
    
    S-1
    
    
    10.19
    
    
    333-142646
    
    5/4/200710.20
    *
    
    Amended Executive Employment
Agreement, dated February 1, 2007,
between the registrant and Bradford
A. Zakes
    
    
    
    S-1
    
    
    10.20
    
    
    333-142646
    
    5/4/200710.21
    
    
    Agreement, dated March 31, 2006, by
and among the registrant, John A.
Moore and Edson Moore Healthcare
Ventures
    
    
    
    S-1
    
    
    10.21
    
    
    333-142646
    
    5/4/2007
  50




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.22
    
    
    Subscription Agreement and Investor
Questionnaire, dated March 2004,
between the registrant and each of
the signatory investors, offering
price $2.00 per share
    
    
    
    S-1
    
    
    10.22
    
    
    333-142646
    
    5/4/200710.23
    
    
    Subscription Agreement and Investor
Questionnaire, dated December 2004,
between the registrant and each of
the signatory investors, offering
price $3.00 per share
    
    
    
    S-1
    
    
    10.23
    
    
    333-142646
    
    5/4/200710.24
    
    
    Subscription Agreement and Investor
Questionnaire, dated September and
October 2004, between the
registrant and each of the
signatory investors, offering price
$4.00 per share
    
    
    
    S-1
    
    
    10.24
    
    
    333-142646
    
    5/4/200710.25
    
    
    Commercial Lease  Triple Net,
dated November 1, 2002, between the
registrant and ImaRx Investments
L.L.C.
    
    
    
    S-1
    
    
    10.25
    
    
    333-142646
    
    5/4/200710.26
    
    
    Standard Commercial  Industrial
Lease, dated December 30, 1997,
between the registrant and Tucson
Tech Park and addenda thereto
    
    
    
    S-1
    
    
    10.26
    
    
    333-142646
    
    5/4/200710.27
    
    
    Note Extension and Amendment
Agreement, dated October 25, 2007,
between the registrant and Abbott
Laboratories
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    10/26/200710.28
    *
    
    Amendment No. 2 to Executive
Employment Agreement dated as of
January 1, 2008 by and between the
Company and Bradford A. Zakes
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    2/7/200810.29
    *
    
    Amendment No. 2 to Executive
Employment Agreement dated as of
January 1, 2008 by and between the
Company and Greg Cobb
    
    
    
    8-K
    
    
    10.2
    
    
    001-33043
    
    2/7/200810.30
    *
    
    Executive Employment Agreement
dated as of January 1, 2008 by and
between the Company and Garen
Manvelian
    
    
    
    8-K
    
    
    10.3
    
    
    001-33043
    
    2/7/200810.31
    *
    
    Executive Employment Agreement
dated as of January 1, 2008 by and
between the Company and Kevin
Ontiveros
    
    
    
    8-K
    
    
    10.4
    
    
    001-33043
    
    2/7/200810.32
    
    
    Separation and Release of Claims
Agreement with Greg Cobb
    
    
    
    8-K
    
    
    10.2
    
    
    001-33043
    
    6/10/200810.33
    
    
    Separation and Release of Claims
Agreement with Kevin Ontiveros
    
    
    
    8-K
    
    
    10.4
    
    
    001-33043
    
    6/10/2008
  51




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.33
    
    
    Consulting Agreement with Greg Cobb
    
    
    
    8-K
    
    
    10.3
    
    
    001-33043
    
    6/10/200810.34
    
    
    Amended Executive Employment 
Agreement with Brad Zakes
    
    
    
    8-K
    
    
    10.1
    
    
    001-33043
    
    6/27/200810.35
    
    
    Commercial Lease  dated December
10, 2007, between the registrant
and Cambric Partners
    
    
    
    10-K
    
    
    10.32
    
    
    001-33043
    
    8/31/200810.36
    
    
    Sublease Agreement  dated December
29, 2008 between the Registrant and
Koronis Pharmaceuticals, Inc
    
    X23.1
    
    
    Consent of Independent Registered
Public Accounting Firm  McKennon,
Wilson & Morgan, LLP
    
    X23.2
    
    
    Consent of Independent Registered
Public Accounting Firm  Ernst &
Young, LLP
    
    X24.1
    
    
    Power of Attorney (included in the
signature page hereto)
    
    X31.1
    
    
    Certification of Chief Executive
Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
    
    X31.2
    
    
    Certification of Chief Financial
Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
    
    X32
    
    
    Certification of Chief Executive
Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    X
  52