##### 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, 2009
 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.)ImaRx Therapeutics, Inc. 
c/o Stoel Rives LLP 
201 S. Main Street, Suite 1100
Salt Lake City, Utah
(Address of Principal Executive Offices)
    
    84111
(Zip Code)
 (801) 578-6962
(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
 YES o NO þ
 þ o
 Yes
o No o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 YES þ NO o




---



##### 



TABLE OF CONTENTS
 Page No.PART IItem 1. Business
    
    3Item 1A. Risk Factors
    
    4Item 2. Properties
    
    7Item 3. Legal Proceedings
    
    7PART IIItem 4. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    8Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    9Item 8. Financial Statements and Supplemental Data
    
    14Item 9A(T). Controls and Procedures
    
    14PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    15Item 11. Executive Compensation
    
    17Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    20Item 13. Certain Relationships and Related Transactions and Director Independence
    
    21Item 14. Principal Accountant Fees and Services
    
    21PART IVItem 15. Exhibits and Financial Statement Schedules
    
    22SIGNATURES
    
    26Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32
  2




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
 The Company
 ®
        3




---



##### Table of Contents



Employees
  Available Information
  
 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.
  The Merger Agreement and the Stock Purchase Agreement transactions with Sycamore Films may not
close. In that event we will not have sufficient capital to fund our operations beyond the second
quarter 2010. If we are not able to close those transactions, we likely will not have sufficient
capital to continue our evaluation of strategic transactions or winding down the Company. As a
result we may not have the resources necessary to dissolve the Company or to timely pay our debts.
   4




---



##### Table of Contents



If the Merger Agreement and the Stock Purchase Agreement transactions with Sycamore Films
close there is no assurance that the new company management will be successful in implementing
their business strategy.
  We will continue to incur the expenses of complying with public company reporting requirements,
which may be economically burdensome.
  We have no employees. We have entered into consulting relationships. We may not have sufficient
personnel to effectively consummate a strategic transaction or to orderly wind down the operations
of the Company.
  Failure of our internal control over financial reporting could harm our business and financial
results.
   We intend to issue approximately 79,376,735 shares of our common stock to the Sycamore
Films shareholders including the former shareholders of Sweet Spot. As a result, Sycamore Films
will become a wholly-owned subsidiary of ImaRx and the former shareholders of Sycamore Films will
hold in the aggregate approximately eighty-six percent (86%) of our outstanding shares of common
stock on a fully diluted basis. which will result in substantial dilution to our existing
stockholders.
   5




---



##### Table of Contents



We cannot assure you that following the strategic transaction with Sycamore Films, our common stock
will be listed on NASDAQ or any other securities exchange.
  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.
  If our stock price is volatile, purchasers of our common stock could incur substantial losses.
  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.
   6




---



##### Table of Contents



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.
  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;
 
    
    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
   7




---



##### Table of Contents



PART II
 
 ITEM 4.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  High
    
    
    Low2009Fourth Quarter
    
    $
    0.03
    
    
    $
    0.006Third Quarter
    
    
    0.04
    
    
    
    0.012Second Quarter
    
    
    0.03
    
    
    
    0.01First Quarter
    
    
    0.035
    
    
    
    0.012008Fourth Quarter
    
    $
    0.10
    
    
    $
    0.04Third Quarter
    
    
    0.33
    
    
    
    0.04Second Quarter
    
    
    0.84
    
    
    
    0.16First Quarter
    
    
    2.17
    
    
    
    0.36
    8




---



##### Table of Contents



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
 (R)
      9




---



##### Table of Contents



General and Administrative Expenses
  Critical Accounting Policies and Significant Judgments and Estimates
   Long-lived and Intangible Assets
    10




---



##### Table of Contents



Stock-Based Compensation
 .
  Deferred Tax Asset Valuation Allowance
  Results of Operations
 Twelve Months Ended December 31, 2008 Compared to 2009
 General and Administrative Expenses.
 Interest Income.
  11




---



##### Table of Contents



Gain
on Sale of Technology.
 Net Income (Loss) from Discontinued Operations.
 Liquidity and Capital Resources
 Sources of Liquidity
    Cash Flows
 Net Cash Used in Operating Activities.
 Net Cash Provided by Investing Activities.
 Net Cash Used in Financing Activities.
 Operating Capital and Capital Expenditure Requirements
   12




---



##### Table of Contents



Off-Balance Sheet Transactions
  Recently Issued Accounting Pronouncements
   13




---



##### Table of Contents



ITEM 7.
    
    Financial Statements and Supplementary Data
  
 ITEM 8A(T).
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
        14




---



##### Table of Contents



PART III
 
 ITEM 10.
    
    Directors, Executive Officers, and Corporate Governance
  Name
    
    Age
    
    
    Position HeldRichard L. Love
    

    66
    
    
    Chairman of Board, Principal Executive Officer and Principal Financial OfficerRichard E. Otto
    

    60
    
    
    DirectorJames M. Strickland
    

    67
    
    
    DirectorPhilip C. Ranker
    

    50
    
    
    DirectorThomas W. Pew
    

    71
    
    
    Director
  Richard L. Love  Chairman of Board
  Richard E. Otto  Director
  James M. Strickland  Director
  Philip C. Ranker  Director
   15




---



##### Table of Contents



Thomas W. Pew  Director
     Section 16(a) Beneficial Ownership Reporting
   Code of Ethics
 www.imarx.com
  16




---



##### Table of Contents



ITEM 11.
    
    Executive Compensation
 SUMMARY COMPENSATION TABLE
  NonequityOption
    
    
    Incentive Plan
    
    
    All OtherSalary
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)Richard Love
    
    
    2009
    
    
    
    6,125
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,125Chairman of the Board, Chief Executive Officer
and Chief Financial Officer
    
    
    2008
    
    
    
    29,375
    (5)
    
    
    1,614
    
    
    
    
    
    
    
    
    
    
    
    30,989Bradford A. Zakes(6)
    
    
    2009
    
    
    
    203,172
    
    
    
    68,324
    
    
    
    
    
    
    
    
    
    
    
    271,496President and Chief Executive Officer
    
    
    2008
    
    
    
    272,731
    
    
    
    254,767
    
    
    
    318,125
    (4)
    
    
    
    
    
    
    845,623Greg Cobb (7)
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    2008
    
    
    
    129,423
    
    
    
    9,162
    
    
    
    25,000
    
    
    
    119,689
    
    
    
    283,274Kevin J. Ontiveros (8)
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vice President, Legal Affairs and
General Counsel
    
    
    2008
    
    
    
    303,008
    
    
    
    13,895
    
    
    
    39,250
    
    
    
    110,449
    
    
    
    446,602
 
 (1)
    
    The amounts in this column represent the compensation expenses recognized in 2009 and 2008,
respectively, related to stock option awards. A discussion of the valuation assumptions used
to determine the expense is included in Note 7 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 director compensation.(6)
    
    89,311 options were forfeited in 2009 upon separation with the Company. Also upon
separation, 75,249 shares were accelerated.(7)
    
    177,249 options were forfeited in 2008 upon separation with the Company. Also upon
separation, 94,000 shares were accelerated. All options have now expired.(8)
    
    65,501 options were forfeited in 2008 upon separation with the Company. Also upon separation,
60,165 shares were accelerated. All options have now expired.  17




---



##### Table of Contents



Employment Agreements
 Bradford A. Zakes.
 Greg Cobb.
 Kevin Ontiveros.
 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)
    
    
    ($)
    
    
    DateRichard Love
    
    
    11,000
    
    
    
    
    
    
    
    25.00
    
    
    
    5/5/20163,333
    
    
    
    
    
    
    
    2.10
    
    
    
    12/17/20173,333
    
    
    
    
    
    
    
    0.63
    
    
    
    5/29/2018Bradford A. Zakes
    
    
    24,000
    
    
    
    
    
    
    
    15.00
    
    
    
    9/18/20103,000
    
    
    
    
    
    
    
    20.00
    
    
    
    9/18/201022,750
    
    
    
    
    
    
    
    15.00
    
    
    
    9/18/201031,250
    
    
    
    
    
    
    
    5.00
    
    
    
    9/18/201016,667
    
    
    
    
    
    
    
    4.05
    
    
    
    9/18/2010154,688
    
    
    
    
    
    
    
    2.10
    
    
    
    9/18/2010Greg Cobb
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Ontiveros
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (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.  18




---



##### Table of Contents



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.
  2009 DIRECTOR COMPENSATION
 Name
    
    Fees Earned or Paid in Cash ($)
    
    
    Stock Awards ($)
    
    
    Option Awards ($)
    
    
    Total ($)Richard Otto (1)
    
    $
    3,125
    
    
    $
    7,500
    
    
    $
    
    
    
    $
    10,625James M. Strickland (2)
    
    $
    5,000
    
    
    $
    7,500
    
    
    $
    
    
    
    $
    12,500Thomas W. Pew (3)
    
    $
    2,750
    
    
    $
    7,500
    
    
    $
    
    
    
    $
    10,250Richard Love (4)
    
    $
    6,125
    
    
    $
    7,500
    
    
    $
    
    
    
    $
    13,625Philip Ranker (5)
    
    $
    3,625
    
    
    $
    7,500
    
    
    $
    
    
    
    $
    11,125
 
 (1)
    
    Mr. Otto owned 328,810 shares of common stock awards and 17,666
option shares as of December 31, 2009.(2)
    
    Mr. Strickland directly owned 332,810 shares of common stock awards,
indirectly owned 79,095 shares of common stock awards and 17,666
option shares as of December 31, 2009.(3)
    
    Mr. Pew owned 398,231 shares of common stock awards and 17,666 option
shares as of December 31, 2009.(4)
    
    Mr. Love owned 348,810 shares of common stock awards and 17,666 option
shares as of December 31, 2009.(5)
    
    Mr. Ranker owned 328,810 shares of common stock awards and 17,666
option shares as of December 31, 2009.  19




---



##### 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
    
    
    340,685
    
    
    $
    7.05
    
    
    
    1,276,994Equity compensation plans not approved by security holders
    
    None
    
    
    None
    
    
    NoneTotal
    
    
    340,685
    
    
    $
    7.05
    
    
    
    1,276,994
 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)475 Sansome Street, Suite 1850San Francisco, CA 94111
    
    
    1,176,471
    
    
    
    10.1
    %Directors and Named Executive Officers(9)Richard Love (2)
    
    
    366,476
    
    
    
    3.14
    %Richard Otto (3)
    
    
    346,476
    
    
    
    2.9
    %Thomas W. Pew (4)
    
    
    428,586
    
    
    
    3.6
    %Philip Ranker (5)
    
    
    346,476
    
    
    
    3.68
    %James M. Strickland (6)
    
    
    430,571
    
    
    
    3.6
    %Bradford A. Zakes (7)
    
    
    252,355
    
    
    
    2.2
    %Greg Cobb
    
    
    
    
    
    
    Kevin J. Ontiveros
    
    
    
    
    
    
    All Directors and Named Executive Officers as a Group (8 persons) (8)
    
    
    2,170,940
    
    
    
    18.1
    %
 
 (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)
    
    Includes 17,666 shares of common stock issuable to Mr. Love upon exercise of options.  20




---



##### Table of Contents



(3)
    
    Includes 17,666 shares of common stock issuable to Mr. Otto upon exercise of options.(4)
    
    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.(5)
    
    Includes 17,666 shares of common stock issuable to Mr. Ranker upon exercise of options.(6)
    
    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.(7)
    
    Includes 252,355 of common stock issuable to Mr. Zakes upon exercise of options.(8)
    
    Includes shares described in Footnotes (2) through (7) above.(9)
    
    The address for the officers and directors listed is ImaRx Therapeutics, Inc., C/O Stoel
Rives LLP, 201 S. Main Street, Suite 1100, Salt Lake City, UT 84111. 
 ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 ITEM 14.
    
    Principal Accountant Fees and Services
 mckennon
  Fiscal Year
    
    
    Fiscal YearEnded
    
    
    EndedDecember 31, 2009
    
    
    December 31, 2008Audit fees
    
    $
    50,500
    
    
    $
    113,697Audit-related fees
    
    $
    
    
    
    $
    Tax fees
    
    $
    
    
    
    $
    All other fees
    
    $
    
    
    
    $
    
   21




---



##### Table of Contents



Changes in Certifying Accountant
 mckennon
    
 PART IV
 
 ITEM 15.
    
    Exhibits and Financial Statement Schedules
  Financial Statements:
 PageIndex to Financial Statements
    
    
    F-27Report of Independent Registered Public Accounting Firm
    
    
    F-28Report of Independent Registered Public Accounting Firm
    
    
    F-29Balance Sheets as of December 31, 2008 and 2009
    
    
    F-30Statements of Operations for the years ended December 31, 2008 and 2009
    
    
    F-31Statements of Stockholders Equity for the years ended December 31 2008 and 2009
    
    
    F-32Statements of Cash Flows for the years ended December 31, 2008 and 2009
    
    
    F-33Notes to Financial Statements
    
    
    F-34
   22




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    Exhibit
    
    
    
    FilingNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    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
    
    5/4/200710.3
    *
    
    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
    
    5/4/200710.21
    
    
    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
    
    5/4/2007
  23




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.23
    
    
    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
    
    
    Agreement for the Purchase and Sale of Stock dated March 17,
2010.
    
    
    
    8-K
    
    
    10.1
    
    
    333-142646
    
    3/23/201010.26
    
    
    Agreement and Plan of Merger dated March 17, 2010.
    
    
    
    8-K
    
    
    10.2
    
    
    333-142646
    
    3/23/201023.1
    
    
    Consent of Independent Registered Public Accounting Firm 
dbbmckennon
    
    X23.2
    
    
    Consent of Independent Registered Public Accounting Firm 
McKennon, Wilson & Morgan, LLP
    
    X24.1
    
    
    Power of Attorney (included in the signature page hereto)
    
    X
  24




---



##### 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
   25




---



##### Table of Contents



SIGNATURES
  IMARX THERAPEUTICS, INC.By:
    /s/ Richard LoveRichard LoveChairman of the BoardApril 14, 2010Date   Signature
    
    Title
    
    Date/s/ Richard Love
Richard Love
    
    Director, Chairman of the Board(principal executive officer and principal
financial officer)
    
    April 14, 2010/s/ Richard Otto
Richard Otto
    
    Director
    
    April 14, 2010/s/ Thomas W. Pew
Thomas W. Pew
    
    Director
    
    April 14, 2010/s/ Philip Ranker
Philip Ranker
    
    Director
    
    April 14, 2010/s/ James M. Strickland
James M. Strickland
    
    Director
    
    April 14, 2010
  26




---



##### Table of Contents



IMARX THERAPEUTICS, INC.
 
 INDEX TO FINANCIAL STATEMENTS
 PageIndex to Financial Statements
    
    
    F-27Report of Independent Registered Public Accounting Firm
    
    
    F-28Report of Independent Registered Public Accounting Firm
    
    
    F-29Balance Sheets as of December 31, 2008 and 2009
    
    
    F-30Statements of Operations for the years ended December 31 2008 and 2009
    
    
    F-31Statements of Stockholders Equity for the years ended December 31, 2008 and 2009
    
    
    F-32Statements of Cash Flows for the years ended December 31, 2008 and 2009
    
    
    F-33Notes to Financial Statements
    
    
    F-34
  F-27




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     mckennon
 
  F-28




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
  F-29




---



##### Table of Contents



ImaRx Therapeutics, Inc.
(A Shell Company)
 
 Balance Sheets
(in thousands, except share data)
 December 31,2008
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    757
    
    
    $
    133Current assets of discontinued operations
    
    
    264
    
    
    
    100Total current assets
    
    
    1,021
    
    
    
    233Long-term assets:Other assets of discontinued operations
    
    
    51
    
    
    
    Total assets
    
    $
    1,072
    
    
    $
    233Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    117
    
    
    $
    114Accrued expenses
    
    
    73
    
    
    
    26Current liabilities of discontinued operations
    
    
    389
    
    
    
    Total current liabilities
    
    
    579
    
    
    
    140Commitments and contingencies (Notes 8 and 9)Stockholders equity:Common stock, $.0001 par 100,000,000 shares
authorized, 10,165,733 issued and outstanding at
December 31, 2008 and 11,665,733 issued and
outstanding at December 31, 2009
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    91,808
    
    
    
    91,982Accumulated deficit
    
    
    (91,316
    )
    
    
    (91,890
    )Total stockholders equity
    
    
    493
    
    
    
    93Total liabilities and stockholders equity
    
    $
    1,072
    
    
    $
    233
   F-30




---



##### Table of Contents



ImaRx Therapeutics, Inc.
(A Shell Company)
 
 Statements of Operations
(in thousands, except share data)
 Years Ended December 31,2008
    
    
    2009Costs and expenses:General and administrative
    
    $
    3,133
    
    
    $
    972Operating loss
    
    
    (3,133
    )
    
    
    (972
    )Other income:Interest income
    
    
    164
    
    
    
    2Net loss from continuing operations
    
    
    (2,969
    )
    
    
    (970
    )Gain on sale of technology
    
    
    
    
    
    
    349Net income (loss) from discontinued operations
    
    
    (7,165
    )
    
    
    47Net loss
    
    $
    (10,134
    )
    
    $
    (574
    )Net loss from continuing operations per share  Basic and diluted
    
    $
    (0.29
    )
    
    $
    (0.09
    )Net income (loss) from discontinued operations per share  Basic and diluted
    
    $
    (0.71
    )
    
    $
    0.04Net loss per share  Basic and diluted
    
    $
    (1.00
    )
    
    $
    (0.05
    )Weighted-average shares outstanding  Basic and diluted
    
    
    10,116,808
    
    
    
    10,709,689
   F-31




---



##### Table of Contents



ImaRx Therapeutics, Inc.
 (A Shell Company)
 
 Statement of Stockholders Equity
(in thousands, except share data)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance at January 1, 2008
    
    
    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
    )
    
    $
    493Issuance of restricted stock
    
    
    1,500,000
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    38Stock  based compensation
    
    
    
    
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    136Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (574
    )
    
    
    (574
    )Balance at December 31, 2009
    
    
    11,665,733
    
    
    $
    1
    
    
    $
    91,982
    
    
    $
    (91,890
    )
    
    $
    93
   F-32




---



##### Table of Contents



ImaRx Therapeutics, Inc.
(A Shell Company)
 
 Statements of Cash Flows
(in thousands)
 Years Ended December 31,2008
    
    
    2009Operating activitiesNet loss
    
    $
    (10,134
    )
    
    $
    (574
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    563
    
    
    
    8Stock-based compensation
    
    
    422
    
    
    
    173Gain on extinguishments of debt
    
    
    (5,602
    )
    
    
    Asset impairment
    
    
    9,978
    
    
    
    18Gain on settlement of accounts payable and other accrued liabilities
    
    
    
    
    
    
    (279
    )Gain on sale of assets
    
    
    
    
    
    
    (367
    )Loss on disposal of property and equipment
    
    
    118
    
    
    
    Changes in operating assets and liabilities:Inventory
    
    
    937
    
    
    
    13Inventory subject to return
    
    
    2,548
    
    
    
    Accounts receivable
    
    
    349
    
    
    
    Prepaid expenses and other
    
    
    445
    
    
    
    144Other assets
    
    
    19
    
    
    
    Accounts payable
    
    
    (1,160
    )
    
    
    (3
    )Accrued expenses and other liabilities
    
    
    (5,147
    )
    
    
    (131
    )Deferred revenue
    
    
    (1,715
    )
    
    
    (26
    )Net cash used in operating activities
    
    
    (8,379
    )
    
    
    (1,024
    )Investing activitiesPurchase of property and equipment, net
    
    
    (11
    )
    
    
    Proceeds from sale of property and equipment
    
    
    197
    
    
    
    Proceeds from asset sale
    
    
    
    
    
    
    400Proceeds from sale of urokinase asset
    
    
    2,000
    
    
    
    Net cash provided by investing activities
    
    
    2,186
    
    
    
    400Financing activitiesChange in restricted cash
    
    
    388
    
    
    
    Payment on note payable
    
    
    (6,299
    )
    
    
    Net cash used in financing activities
    
    
    (5,911
    )
    
    
    Net decrease in cash and cash equivalents
    
    
    (12,104
    )
    
    
    (624
    )Cash and cash equivalents at the beginning of the year
    
    
    12,861
    
    
    
    757Cash and cash equivalents at the end of the year
    
    $
    757
    
    
    $
    133Supplemental schedule of cash flow informationCash paid for interest
    
    $
    329
    
    
    $
    
   F-33




---



##### Table of Contents



ImaRx Therapeutics, Inc.
 (A Shell Company)
 
 Notes to Financial Statements
 1. The Company and Significant Accounting Policies
 The Company
         F-34




---



##### Table of Contents



Basis of Presentation
    Estimates and Assumptions
  Cash Equivalents and Restricted Cash
  Accounts Receivable
   F-35




---



##### Table of Contents



Inventory Subject to Return
    Property and Equipment
  Fair Value of Financial Instruments
      Other Long-Lived Assets
    F-36




---



##### Table of Contents



Revenue Recognition
    Stock-Based Compensation
   Income Taxes
 .
   F-37




---



##### Table of Contents



Net Loss Attributable to Common Stockholders per Share
  Recently Issued Accounting Pronouncements
   2. 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
    
    
    $
    154Cash payments
    
    
    
    
    
    
    (75
    )
    
    
    (75
    )Adjustments to expense
    
    
    
    
    
    
    (79
    )
    
    
    (79
    )Liability, December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
  F-38




---



##### Table of Contents



3. Discontinued Operations
        F-39




---



##### Table of Contents



2008
    
    
    2009Accounts receivable
    
    $
    
    
    
    $
    100Inventory subject to return
    
    
    12
    
    
    
    Assets held for sale
    
    
    108
    
    
    
    Prepaid expenses and other
    
    
    144
    
    
    
    Current assets of discontinued operations
    
    
    264
    
    
    
    100Property and equipment
    
    
    51
    
    
    
    Non-current assets of discontinued operations
    
    
    51
    
    
    
    Accrued expenses
    
    
    9
    
    
    
    Deferred revenue
    
    
    226
    
    
    
    Other
    
    
    154
    
    
    
    Current liabilities of discontinued operations
    
    $
    389
    
    
    $
    
 4. Income Taxes
  Years Ended December 31,2008
    
    
    2009Current:Federal
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    Total current provision
    
    
    
    
    
    
    Deferred:Federal
    
    
    (3,382
    )
    
    
    (225
    )State
    
    
    (243
    )
    
    
    58Valuation allowance
    
    
    3,625
    
    
    
    167Total deferred provision
    
    
    
    
    
    
    Total tax provision
    
    $
    
    
    
    $
    
  Years Ended December 31,2008
    
    
    2009Tax benefit at statutory rate
    
    $
    (3,413
    )
    
    $
    (195
    )State taxes (net of federal benefit)
    
    
    (243
    )
    
    
    58Net benefit from research and development credits
    
    
    (86
    )
    
    
    Stock compensation
    
    
    23
    
    
    
    1Other, net
    
    
    94
    
    
    
    (31
    )Valuation allowance
    
    
    3,625
    
    
    
    167Tax benefit at statutory rate
    
    $
    
    
    
    $
    
  December 31,2008
    
    
    2009(in thousands)Current deferred tax assets:Reserves and accrued liabilities
    
    $
    13
    
    
    $
    Other
    
    
    3
    
    
    
    316
    
    
    
    3Noncurrent deferred tax assets:Property and equipment
    
    
    (8
    )
    
    
    Deferred revenue
    
    
    84
    
    
    
    Intangibles
    
    
    1,854
    
    
    
    Stock compensation
    
    
    552
    
    
    
    655Research and development credits
    
    
    2,197
    
    
    
    2,197Net operating loss carryforward
    
    
    20,006
    
    
    
    22,01224,685
    
    
    
    24,864Total deferred tax assets
    
    
    24,701
    
    
    
    24,867Valuation allowance
    
    
    (24,701
    )
    
    
    (24,867
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  F-40




---



##### Table of Contents



5. Related Party Transactions
  6. Equity Transactions
 Proposed Reverse Stock Split
  Restricted Stock Awards
   F-41




---



##### Table of Contents



Warrants to Purchase Common Stock
  Weighted-AverageWarrants
    
    
    Remaining Life
    
    
    WarrantsExercise Price
    
    Outstanding
    
    
    in Years
    
    
    Exercisable$5.75
    
    
    671,589
    
    
    
    2.58
    
    
    
    671,58910.00  13.75
    
    
    41,050
    
    
    
    0.86
    
    
    
    41,05015.00  16.50
    
    
    50,664
    
    
    
    0.15
    
    
    
    50,66420.00  21.25
    
    
    109,996
    
    
    
    3.41
    
    
    
    109,99635.00
    
    
    614
    
    
    
    1.18
    
    
    
    614873,913
    
    
    
    2.46
    
    
    
    873,913
  Weighted-AverageWarrants
    
    
    Exercise PriceBalance at January 1, 2008
    
    
    1,023,913
    
    
    $
    9.21Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    
    
    
    
    Balance at December 31, 2008
    
    
    1,023,913
    
    
    $
    9.21Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (150,000
    )
    
    
    13.33Balance at December 31, 2009
    
    
    873,913
    
    
    $
    8.50
 7. Stock Options
    December 31, 2008Expected dividend yield
    
    0.00%Expected stock price volatility
    
    84.42  85.01%Risk free interest rate
    
    3.46  3.67%Expected life of option
    
    7 years
  F-42




---



##### Table of Contents



Exercise Price
    
    
    Weighted-AverageOptions
    
    
    Per Share
    
    
    Exercise PriceBalance at January 1, 2008
    
    
    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
    
    
    $
    6.93Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Canceled
    
    
    (391,394
    )
    
    
    2.10-27.50
    
    
    
    6.40Balance at December 31, 2009
    
    
    340,685
    
    
    $
    0.63-25.00
    
    
    $
    7.05
   Options Outstanding
    
    
    Options ExercisableWeighted-AverageOptions
    
    
    Remaining Life
    
    
    Options
    
    
    Options
    
    
    Weighted-AverageRange of Exercise Prices
    
    Outstanding
    
    
    (Years)
    
    
    Vested
    
    
    Exercisable
    
    
    Exercise Price$0.63-2.10
    
    
    188,018
    
    
    
    2.04
    
    
    
    188,018
    
    
    
    188,018
    
    
    $
    1.972.11-5.00
    
    
    47,917
    
    
    
    0.72
    
    
    
    47,917
    
    
    
    47,917
    
    
    
    4.675.01-25.00
    
    
    104,750
    
    
    
    3.11
    
    
    
    104,750
    
    
    
    104,750
    
    
    
    17.24Total
    
    
    340,685
    
    
    
    2.18
    
    
    
    340,685
    
    
    
    340,685
    
    
    $
    7.05
    8. Benefit Plan
   F-43




---



##### Table of Contents



9. Commitments and Contingencies
 Lease Commitments
    Contingencies
   10. Subsequent Events
     F-44




---



##### 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
    
    5/4/200710.3
    *
    
    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
    
    5/4/200710.21
    
    
    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
    
    5/4/2007




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Filed
    
    
    
    ExhibitNo
    
    Exhibit Title
    
    Herewith
    
    Form
    
    No.
    
    File No.
    
    Filing Date10.23
    
    
    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
    
    
    Agreement for the Purchase and Sale of Stock dated March 17,
2010.
    
    
    
    8-K
    
    
    10.1
    
    
    333-142646
    
    3/23/201010.26
    
    
    Agreement and Plan of Merger dated March 17, 2010.
    
    
    
    8-K
    
    
    10.2
    
    
    333-142646
    
    3/23/201023.1
    
    

Consent
of Independent Registered Public Accounting Firm 
dbbmckennon
    
    X23.2
    
    

Consent
of Independent Registered Public Accounting Firm 
McKennon, Wilson & Morgan, LLP
    
    X24.1
    
    
    Power of Attorney (included in the signature page hereto)
    
    X




---



##### 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