United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30,
2012



Or



| |  ̈ | 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: 000-51708



Redpoint Bio Corporation

(Exact name of Registrant as specified in
its charter)



|Delaware                        |  | 22-3393959                          
|------------------------------- |  | ------------------------------------
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     



5501 Old York Road, Philadelphia, Pennsylvania
19141

(Address of principal executive offices)
(Zip Code)



(215) 456-2312

(Registrant’s Telephone Number, Including
Area Code)



(Former name, former address and former
fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YesxNoo



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filero                      |  | Accelerated filero        
|--------------------------------------------- |  | --------------------------
|                                              |  |                           
|Non-accelerated filero                        |  | Smaller reporting companyx
|(Do not check if a smaller reporting company) |  |                           



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesoNox



The number of shares of the registrant’s
common stock outstanding as of August 16, 2012 was 79,914,789.













REDPOINT BIO CORPORATION



|           |                                                                                       |    | Page
|---------- | ------------------------------------------------------------------------------------- | -- | ----
|           |                                                                                       |    |     
|PART I:    | FINANCIAL INFORMATION                                                                 |    | 3   
|           |                                                                                       |    |     
|ITEM 1.    | FINANCIAL STATEMENTS (unaudited):                                                     |    | 3   
|           |                                                                                       |    |     
|           | Balance Sheets                                                                        |    | 3   
|           |                                                                                       |    |     
|           | Statements of Operations                                                              |    | 4   
|           |                                                                                       |    |     
|           | Statements of Cash Flows                                                              |    | 5   
|           |                                                                                       |    |     
|           | Notes to Financial Statements                                                         |    | 6   
|           |                                                                                       |    |     
|ITEM 2.    | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |    | 16  
|           |                                                                                       |    |     
|ITEM 3.    | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |    | 23  
|           |                                                                                       |    |     
|ITEM 4T.   | CONTROLS AND PROCEDURES                                                               |    | 23  
|           |                                                                                       |    |     
|PART II:   | OTHER INFORMATION                                                                     |    | 23  
|           |                                                                                       |    |     
|ITEM 1.    | LEGAL PROCEEDINGS                                                                     |    | 23  
|           |                                                                                       |    |     
|ITEM 1A.   | RISK FACTORS                                                                          |    | 24  
|           |                                                                                       |    |     
|ITEM 2.    | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |    | 24  
|           |                                                                                       |    |     
|ITEM 3.    | DEFAULTS UPON SENIOR SECURITIES                                                       |    | 24  
|           |                                                                                       |    |     
|ITEM 4.    | MINE SAFETY DISCLOSURES                                                               |    | 24  
|           |                                                                                       |    |     
|ITEM 5.    | OTHER INFORMATION                                                                     |    | 25  
|           |                                                                                       |    |     
|ITEM 6.    | EXHIBITS                                                                              |    | 25  
|           |                                                                                       |    |     
|SIGNATURES |                                                                                       | 26





2







PART I.  FINANCIAL INFORMATION.



ITEM 1.  FINANCIAL STATEMENTS.



REDPOINT BIO CORPORATION

(A DEVELOPMENT-STAGE ENTERPRISE)

BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                                            |  | December 31, 2011 |             |   | June 30, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ------------- | -
|                                                                                                                                                                                            |  |                   |             |   |               |  
|Assets                                                                                                                                                                                      |  |                   |             |   |               |  
|Current assets:                                                                                                                                                                             |  |                   |             |   |               |  
|Cash                                                                                                                                                                                        |  | $                 | 126,724     |   |               | $
|Prepaid expenses and other current assets                                                                                                                                                   |  |                   | 10,432      |   |               |  
|Total current assets                                                                                                                                                                        |  |                   | 137,156     |   |               |  
|Total assets                                                                                                                                                                                |  |                   | 137,156     |   |               |  
|Liabilities and Stockholders’ Equity                                                                                                                                                        |  |                   |             |   |               |  
|Current liabilities:                                                                                                                                                                        |  |                   |             |   |               |  
|Accounts payable                                                                                                                                                                            |  |                   | 372,904     |   |               |  
|Accrued expenses                                                                                                                                                                            |  |                   | 43,500      |   |               |  
|Accrued compensation                                                                                                                                                                        |  |                   | 52,859      |   |               |  
|Total current liabilities                                                                                                                                                                   |  |                   | 469,263     |   |               |  
|Total liabilities                                                                                                                                                                           |  |                   | 469,263     |   |               |  
|                                                                                                                                                                                            |  |                   |             |   |               |  
|Commitments (Note 12)                                                                                                                                                                       |  |                   |             |   |               |  
|Stockholders’ equity (deficit):                                                                                                                                                             |  |                   |             |   |               |  
|Preferred stock; 10,000,000 shares authorized, $0.0001 par value, none issued                                                                                                               |  |                   | ------      |   |               |  
|Common stock; authorized 150,000,000 shares; $0.0001 par value, issued and outstanding 79,914,789 shares at December 31, 2011 and issued and outstanding 79,914,789 shares at June 30, 2012 |  |                   | 7,991       |   |               |  
|Additional paid-in-capital                                                                                                                                                                  |  |                   | 56,903,268  |   |               |  
|Deficit accumulated during development stage                                                                                                                                                |  |                   | (57,243,366 | ) |               |  
|Total stockholders’ deficit                                                                                                                                                                 |  |                   | (332,107    | ) |               |  
|Total liabilities and stockholders’ deficit                                                                                                                                                 |  | $                 | 137,156     |   |               | $



See accompanying notes to the unaudited financial statements.





3













REDPOINT BIO CORPORATION

(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                            |  | Three Months Ended  June 30, |            |   | Six Months Ended  June 30, |   |            | August 16, 1995  (Inception) to June 30, | 
|------------------------------------------- |  | ---------------------------- | ---------- | - | -------------------------- | - | ---------- | ---------------------------------------- | 
|                                            |  | 2011                         |            |   | 2012                       |   |            | 2011                                     | 
|Research, grant and license revenue         |  | $                            | ------     |   |                            |   |            |                                          | 
|Operating expenses:                         |  |                              |            |   |                            |   |            |                                          | 
|                                            |  |                              |            |   |                            |   |            |                                          | 
|Research and development                    |  |                              | 266,399    |   |                            |   |            |                                          | 
|General and administrative                  |  |                              | 1,002,642  |   |                            |   | 164,962    |                                          | 
|Total operating expenses                    |  |                              | 1,269,041  |   |                            |   | 164,962    |                                          | 
|Operating loss                              |  |                              | (1,269,041 | ) |                            |   | (164,962   | )                                        | 
|Interest income                             |  |                              | 3          |   |                            |   |            |                                          | 
|Other income                                |  |                              | 1,511,342  |   |                            |   | 40,000     |                                          | 
|Interest expense                            |  |                              | (9,286     | ) |                            |   |            |                                          | 
|Loss before income taxes                    |  |                              | 233,018    |   |                            |   | (124,962   | )                                        | 
|Income tax benefit                          |  |                              | ------     |   |                            |   | ------     |                                          | 
|Net loss                                    |  |                              | 233,018    |   |                            |   | (124,962   | )                                        | 
|Basic and diluted net loss per common share |  | $                            | ------     |   |                            | $ | ------     |                                          | 
|Weighted average of shares outstanding      |  |                              | 79,914,789 |   |                            |   | 79,914,789 |                                          | 



See accompanying notes to the unaudited financial statements.









4







REDPOINT BIO CORPORATION

(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                            |  | Six Months Ended
June 30, |           |  | August 16, 1995
(Inception) to
June 30, |  
|--------------------------------------------------------------------------- |  | ------------------------- | --------- |  | --------------------------------------- | -
|                                                                            |  | 2011                      |           |  | 2012                                    |  
|Cash flows from operating activities:                                       |  |                           |           |  |                                         |  
|Net loss                                                                    |  | $                         | (654,150) |  |                                         | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |           |  |                                         |  
|Depreciation and amortization                                               |  |                           | 122,479   |  |                                         |  
|Amortization of discounts and premiums on marketable securities             |  |                           | ------    |  |                                         |  
|Options, warrants and stock issued for services and dilution provisions     |  |                           | 149,562   |  |                                         |  
|Beneficial conversion feature                                               |  |                           | ------    |  |                                         |  
|Amortization of discount on convertible notes                               |  |                           | ------    |  |                                         |  
|Amortization of deferred financing costs                                    |  |                           | 3,387     |  |                                         |  
|Debt inducement charge                                                      |  |                           | ------    |  |                                         |  
|Interest expense on convertible notes                                       |  |                           | ------    |  |                                         |  
|Gain on sale of property and equipment                                      |  |                           | (174,351) |  |                                         |  
|Gain on debt extinguishment                                                 |  |                           | (577,740) |  |                                         |  
|Gain on settlement of accounts payable                                      |  |                           | (759,251) |  |                                         |  
|Changes in assets and liabilities:                                          |  |                           |           |  |                                         |  
|Prepaid expenses and other assets                                           |  |                           | 323,410   |  |                                         |  
|Accounts payable                                                            |  |                           | 574,957   |  |                                         |  
|Accrued expenses and accrued compensation                                   |  |                           | 2,894     |  |                                         |  
|Net cash used in operating activities                                       |  |                           | (988,803) |  |                                         |  
|Cash flows from investing activities:                                       |  |                           |           |  |                                         |  
|Maturity and sale of marketable securities                                  |  |                           | ------    |  |                                         |  
|Purchases of marketable securities                                          |  |                           | ------    |  |                                         |  
|Proceeds from sale of property and equipment                                |  |                           | 347,133   |  |                                         |  
|Purchases of property and equipment                                         |  |                           | ------    |  |                                         |  
|Net cash provided by (used in) investing activities                         |  |                           | 347,133   |  |                                         |  
|Cash flows from financing activities:                                       |  |                           |           |  |                                         |  
|Proceeds from issuance of long-term debt                                    |  |                           | ------    |  |                                         |  
|Net proceeds from convertible notes                                         |  |                           | ------    |  |                                         |  
|Repayment of debt                                                           |  |                           | (194,082) |  |                                         |  
|Net proceeds from issuance of preferred stock                               |  |                           | ------    |  |                                         |  
|Net proceeds from issuance of common stock and warrants                     |  |                           | ------    |  |                                         |  
|Proceeds from exercise of common stock options and warrants                 |  |                           | 6,583     |  |                                         |  
|Common stock reacquired                                                     |  |                           | ------    |  |                                         |  
|Net cash provided by (used in) financing activities                         |  |                           | (187,499) |  |                                         |  
|Net increase (decrease) in cash and cash equivalents                        |  |                           | (829,169) |  |                                         |  
|Cash and cash equivalents, beginning of period                              |  |                           | 1,082,999 |  |                                         |  
|Cash and cash equivalents, end of period                                    |  | $                         | 253,830   |  |                                         | $
|Supplemental cash flow disclosures:                                         |  |                           |           |  |                                         |  
|Noncash investing and financing activities:                                 |  |                           |           |  |                                         |  
|Conversion of notes payable and accrued interest to preferred stock         |  | $                         | ------    |  |                                         | $
|Conversion of notes payable and accrued interest to common stock            |  |                           | ------    |  |                                         |  
|Conversion of preferred and junior preferred stock to common stock          |  |                           | ------    |  |                                         |  
|Accretion of preferred stock                                                |  |                           | ------    |  |                                         |  
|Warrants issued in connection with notes payable                            |  |                           | ------    |  |                                         |  
|Cash paid for interest                                                      |  | $                         | 31,394    |  |                                         | $



See accompanying notes to the unaudited
financial statements.





5







REDPOINT BIO CORPORATION

(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



1. Description of the Business, Liquidity and Basis of Presentation



Description of the Business and Liquidity



Redpoint Bio Corporation (“Redpoint”
or “the Company”) is a development stage company following a strategy focused on preserving the value of the License
and Commercialization Agreement it entered into with International Flavors and Fragrances Inc., or IFF, a global leader in
the food and beverage industry.  As part of this strategy, the Company continues its efforts to reduce its liabilities and
sell its remaining assets. These remaining assets are primarily comprised of intellectual property, compounds and other research
tools associated with the TRPm5 discovery program for pharmaceutical products which the Company terminated in March of 2011 due
to scientific reasons and financial constraints. The Company had previously terminated its program for TRPm5 taste modulators.
Given its lack of resources, the Company is not currently performing any research and development activities.



In June 2009, the Company announced
that it had identified an all-natural sweetness enhancer, RP44. RP44 is Reb-C (rebaudioside C) a component of the stevia plant.
Extracts of the leaves of the stevia plant have been extensively used as sweeteners for decades.  Although certain components
of the stevia leaf can be used as sweeteners, RP44 is not sweet and contributes no taste or calories of its own when used in small
quantities in combination with caloric sweeteners like sucrose (table sugar) fructose and high-fructose corn syrup.  Instead,
it works as a sweetness enhancer amplifying the existing sugary sweetness in a food or beverage so that less sweetener is required,
while retaining the “clean sweet taste” that is associated with sugar.  Taste tests demonstrate that RP44 enables
the reduction of up to 25% of the caloric sweetener content in various product prototypes, while still maintaining the taste quality
of the fully sweetened product. These results have been demonstrated by using RP44 in combination with several common sweeteners
including sucrose (sugar), fructose, glucose and high-fructose corn syrup (HFCS).



In June 2010, the Company entered into
a License and Commercialization Agreement with IFF for the development, manufacture, use and commercialization of RP44. IFF has
exclusive rights, through June 2015, to develop, manufacture and commercialize RP44 in virtually all food and beverage product
categories. In return, the Company received an upfront payment of $0.5 million and became eligible to receive two milestone
payments of $0.5 million each based upon certain criteria regarding regulatory approval and supply. In addition to these milestone
payments, the Company is eligible to receive royalties based on the amount of RP44 purchased by IFF for use in products. Regardless
of the amount of RP44 purchased by IFF for use in products, in order to maintain their exclusive rights, IFF shall be required
to pay the Company minimum royalties in the low six figure range for each twelve month period following the first commercial purchase
of RP44 by IFF for use in products. IFF will continue to be responsible for the regulatory process and for costs associated with
prosecuting and maintaining the Company’s intellectual property covering the sweetness enhancer. Unless terminated earlier
pursuant to the agreement, the agreement continues in effect until the end of the Royalty Term.  The Royalty Term commences
on the first commercial purchase by IFF (or any of its affiliates) of RP44 from a supplier under a supply agreement and ends on
the fifth (5th) anniversary of the first purchase under the supply agreement, or, if a patent covering RP44 or Products (as defined
in the agreement) has issued, such later date on which RP44 or such Product is no longer covered by a Valid Claim (as defined in
the agreement) in any country in the Territory (as defined in the agreement).  In addition to standard termination rights
provided to each party, after the third (3rd) anniversary of this agreement, IFF may terminate the agreement at any time upon
ninety (90) days prior written notice to the Company.



In October 2010, IFF received
notification by the Flavor and Extract Manufacturers Association (FEMA) that RP44 had been determined to be Generally Recognized
As Safe (GRAS), triggering the $0.5 million regulatory approval milestone payment which was received in 2010. This GRAS determination
allows RP44 to be incorporated into specified products in the United States and potentially aids regulatory acceptance in numerous
other countries.



In March 2011, IFF entered into
an agreement with GLG Life Tech Corporation, or GLG, a global leader in the supply of high purity stevia extracts, to develop the
extraction capability for high grade Reb C extract for use by IFF as a sweetness enhancer.  If the development proved successful, IFF
and GLG also negotiated preliminary terms for a supply agreement, including exclusive supply to IFF for high-purity Reb C for use
as a sweetness enhancer.  In December 2011, IFF notified the Company that the supply milestone was achieved, triggering the
remaining $0.5 million payment which was received in December 2011. Although Reb C is currently derived from material found in
the side stream of the Reb A production process there can be no assurance that it can be produced in large scale on an economically
viable basis.





Since its inception in 1995, the Company
has incurred losses and negative cash flows from operations, and such losses have continued subsequent to June 30, 2012. As of
June 30, 2012, the Company had an accumulated deficit of $57.5 million and anticipates incurring additional losses for the foreseeable
future. Through June 30, 2012, substantially all of the Company’s cash-flow has been derived from corporate collaborations,
license agreements, government grants and equity financings. The Company expects that substantially all of its cash-flow for the
foreseeable future will come from its license and commercialization agreement with IFF. However, there can be no assurance that
the Company will receive any cash-flow from IFF or enter into any future corporate collaborations, equity financings or license
agreements. Redpoint had approximately $10,000 of cash at June 30, 2012.



6







In connection with its strategy of reducing
liabilities and selling its remaining assets, in April 2011, the Company sold a portion of its property and equipment through
an auction process and received net cash proceeds of approximately $0.3 million.  Certain of the property and equipment that
was sold were used for collateral for the Company’s Loan and Security Agreement with a finance company.  Of the total
net proceeds received from the auction sale, approximately $85,000 was remitted directly to the finance company to reduce the outstanding
indebtedness plus accrued interest under the Loan and Security Agreement to approximately $635,000 as of May 10, 2011. 
On May 11, 2011, the Company entered into a Discounted Payoff Agreement with the finance company, whereby the finance company
agreed to accept approximately $43,000 in full satisfaction of the total outstanding indebtedness plus accrued interest. 
This amount was paid by the Company in May 2011.



On November 28, 2005, the Company entered
into a Lease (the “Lease”) with BMR-7 Graphics Drive LLC (the “Landlord”), which was amended by the First
Amendment to the Lease, dated as of October 25, 2006, and that certain Acknowledgement of Term Commencement Date and Term
Expiration Date, dated as of May 7, 2007.  On April 30, 2011, the Company moved out of its leased facility in New
Jersey and no longer occupied the facility as of that date.  The Company ceased to make rent payments under the Lease as of
April 30, 2011.  As a result, the Company was in default on the Lease.  Additionally, on May 10, 2011, the
Company received notice from the Landlord that the Company was in violation of the Lease for failure to pay rent as required under
the Lease.  On September 13, 2011, the Company entered into a Forbearance and Settlement Agreement with the Landlord
(the “Settlement Agreement”), whereby the Landlord agreed to forbear temporarily from enforcing its rights to collect
all payments currently due under the Lease and future payments due for the remainder of the Term (as defined in the Lease) (approximately
$5,156,000 in the aggregate) during the period commencing on the Execution Date (as defined in the Settlement Agreement) and continuing
through February 15, 2012 (the “Forbearance Period”) in consideration of the commitment to pay an aggregate of
$425,000 (the “Payoff Amount”) prior to February 15, 2012.  In September 2011, the Company paid $25,000
of the Payoff Amount in connection with the terms of the Settlement Agreement. Further, as discussed below, in October 2011 the
Company paid an additional $27,500 of the Payoff Amount which was received in connection with an Asset Purchase Agreement entered
into with Opertech Bio, Inc.   In December 2011, the Company paid the remaining $372,500 of the Payoff Amount which was
received in connection with the achievement of the supply milestone in accordance with the License and Commercialization Agreement
entered into with IFF . As a result, the Company has no further obligations to the Landlord under the Lease or the Settlement Agreement.



On September 30, 2011, the Company
entered into an Asset Purchase Agreement (the “Agreement”) with Opertech Bio, Inc. (the “Purchaser”). 
Pursuant to the Agreement, and subject to the terms and conditions contained therein, the Company sold certain operating assets
and transferred certain liabilities and obligations to the Purchaser which relate to the Company’s taste modulator technology,
including its Microtiter Operant Gustometer (“MOG”) technology.  As consideration for the sale of the assets under
the Agreement, the Company received at closing a cash payment in the amount of $27,500 (the “Closing Payment”). 
Pursuant to the Company’s obligations under the Settlement Agreement, in October 2011, the Company paid the entirety
of the Closing Payment to the Landlord.  In addition, if, during the one year period following the effective date of the Agreement,
the Purchaser is sold or the Purchaser sells all or substantially all of the Technology (as defined in the Agreement) to an independent
third party for proceeds greater than the sum of (i) the Closing Payment, and (ii) all capital invested in the Purchaser
by its stockholders as of the date of such sale, then the Purchaser shall pay the Company an amount equal to 10% of the net proceeds
from such sale transaction.  In connection with the Agreement, the Company terminated each of its employees that remained
on the Company’s scientific staff and certain of such employees have become employees of the Purchaser, including the Company’s
current Interim President and Chief Executive Officer and Chief Financial Officer, Scott Horvitz, who also serves, on a part-time
basis, as the President and Chief Executive Officer of Opertech Bio, Inc. As of the date of this filing, Mr. Horvitz is the only
remaining employee of the Company.



On June 14, 2012, the Company entered into
an Exchange Transaction Agreement (the “Exchange Agreement”), with Celator Pharmaceuticals, Inc., a Delaware corporation
(“Celator”). Celator is a privately-held development stage company developing drug combination products based on its
proprietary drug ratio technology platform. Under the Exchange Agreement, holders of shares of Celator’s common stock were
to exchange such shares of Celator common stock for shares of the Company’s to be designated Series A Preferred Stock. Upon
the completion of the transaction, Celator would have become the Company’s subsidiary. The contemplated transaction valued
the Company at approximately $1.5 million. The Company’s existing stockholders would have owned shares representing approximately
2.3% of the voting power attributable to the outstanding shares of capital stock of the combined company. The percentage ownership
of the Company’s stockholders in the combined company was subject to adjustment based on the pre-money valuation of Celator
in the proposed financing and the dilution attributable to such financing. The Company’s preferred stock was convertible
into shares of the Company’s common stock, assuming sufficient available authorized shares of the Company’s common
stock, which the Company intended to accomplish through the amendment of its Certificate of Incorporation at a meeting of stockholders
to be held after the closing of the transaction. The consummation of the transaction and the transactions contemplated by the Exchange
Agreement were subject to certain closing conditions, including the consummation of a financing concurrently with the transaction.
During the quarter ended June 30, 2012, the Company received a non-refundable exclusivity fee of $40,000 from Celator in connection
with the terms of the Exchange Agreement. The exclusivity period ended prior to June 30, 2012, and as such, per the terms of the
Exchange Agreement, beginning in July 2012, the Company began to receive a non-refundable amount of $12,500 on a semi-monthly basis
in order to fund operating costs of the Company, which totaled $25,000 for the month of July.



On August 10, 2012, the
Company entered into a Termination Agreement (the “Termination Agreement”) with Celator whereby the parties
mutually agreed to terminate the Exchange Agreement. Celator agreed to pre-pay to  the Company the remaining $12,500 due
under the Exchange Agreement.





7







As of the date of this filing, the Company
had approximately $20,000 of cash. The Company believes that its current capital resources are only sufficient to meet its operating
and capital requirements through August 2012, which raises substantial doubt about its ability to continue as a going concern. 
The accompanying unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company is continuing its efforts to reduce its liabilities and sell its remaining assets, including monetizing the License
and Commercialization Agreement entered into with International Flavors and Fragrances, Inc. in June 2010, and is seeking debt
or equity financings to enhance the Company’s liquidity position. The Company’s remaining assets are primarily comprised
of intellectual property, compounds and other research tools associated with the TRPm5 discovery program for pharmaceutical products
which the Company terminated in March of 2011 due to scientific reasons and financial constraints. The Company had previously terminated
its program for TRPm5 taste modulators.

|
|

For the Company to fund its operations,
the Company must receive significant royalties from its license and commercialization agreement with IFF or additional equity and/or
debt financing will be required before August 2012. There is no assurance that significant royalties will be received or such financing
will be available to the Company as needed, and as a result, it will need to pursue other strategic alternatives.  Failure
to successfully address ongoing liquidity requirements will have a material adverse effect on the Company’s business. 
If the Company is unable to obtain additional capital on acceptable terms when needed, it will be unable to satisfy its existing
obligations and may be required to take actions that harm its business and its ability to achieve positive operating cash flow
in the future, including the surrender of its rights to the IFF license and commercialization agreement.



Effective March 1, 2011 through June 30,
2011, each of the Company’s executive officers agreed to indefinitely defer one-third of the cash portions of their salaries,
at least until the Company has raised additional capital or the compensation committee of the board of directors determines otherwise. 
Effective July 1, 2011 through August 31, 2011, this salary deferral was increased to 90% of the salaries of those executive
officers. On September 27, 2011, the Company reduced the outstanding amounts owed to the Company’s executive officers
in connection with the deferral of their salaries to 10% of the balance owed to them as of August 31, 2011, or $15,730. 
As a result, the Company reduced the amounts that would have otherwise been owed to each executive officer by $141,000. In addition,
on September 27, 2011, the Company mutually agreed with F. Raymond Salemme, PhD. (“Dr. Salemme”), the Company’s
former President and Chief Executive Officer, that Dr. Salemme shall resign as the Company’s President and Chief Executive
Officer effective as of that date. Beginning on September 1, 2011, the Company is paying its Chief Financial Officer, working
50% of the time for the Company, at a revised annual salary of $125,903. As of June 30, 2012, the Company had one remaining employee,
its Interim President and Chief Executive Officer and Chief Financial Officer, now employed on a part-time basis.



Basis of Presentation



The accompanying unaudited financial statements
of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange Commission, referred to herein as the SEC. Accordingly,
they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements.



In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair presentation have been included (See Note 2 for discussion
of the impact of the Reverse Merger (as defined below)).  Operating results for the six months ended June 30, 2012 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2012.



For further information, refer to the 2011
financial statements and footnotes thereto of Redpoint included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2011.



2. Reverse Triangular Merger, Financing and Reincorporation
Merger



Completion of Merger



Robcor Properties, Inc., a Florida
corporation (“Robcor”), and its newly-formed subsidiary, Robcor Acquisition Corp., a Delaware corporation (“Merger
Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 12, 2007,
by and among, Redpoint, formerly a privately-held Delaware corporation, on the one hand, and Robcor, Merger Sub, Robcor LLC, a
Kentucky limited liability company and wholly-owned subsidiary of Robcor (“Robcor LLC”) and Halter Financial Investments,
L.P., a Texas limited partnership (“Halter”), and Michael Heitz (“Heitz”), as stockholders of Robcor, on
the other hand.  Pursuant to the Merger Agreement, Merger Sub, which Robcor had incorporated in the state of Delaware for
the purpose of completing the transaction, merged into Redpoint (the “Reverse Merger”) on March 12, 2007 (the
“Closing” or the “Closing Date”) with Redpoint continuing as the surviving entity in the Reverse Merger. 
As a result of the Reverse Merger, Redpoint became a wholly-owned subsidiary of Robcor.  In connection with the Reverse Merger,
each share of capital stock of Redpoint was converted into 2.7820 shares of common stock of Robcor and all of Redpoint’s
convertible promissory notes were converted into shares of common stock of Robcor.



Redpoint was deemed to have been the accounting
acquirer in the Reverse Merger.  Accordingly, the financial statements of the Company presented reflect the historical results
of Redpoint prior to the Reverse Merger, and of the combined entities following the Reverse Merger, and do not include the historical
financial results of Robcor prior to the consummation of the Reverse Merger.  In connection with the Reverse Merger, Redpoint
issued 1,391,000 shares of common stock to Robcor shareholders which have been treated as issuance costs in connection with the
Private Placement.





8











Private Placement



Concurrently with the completion of the
Reverse Merger, Robcor received $17.2 million in net proceeds from the initial closing of a private placement of approximately
24.7 million shares of common stock at a price of $0.81 per share, and warrants to purchase approximately 6.2 million shares of
Robcor common stock at an exercise price of $1.35 per share (the “Private Placement”).  The initial closing
of the Private Placement occurred on March 12, 2007, concurrently with the completion of the Reverse Merger.



In connection with the Private Placement,
Redpoint engaged two placement agents which were issued five-year warrants to buy approximately 2.0 million shares of Robcor common
stock equal to 10% of the number of shares of common stock sold in the Private Placement at an exercise price of $0.97 per share;
provided, however, no warrants were issued to the placement agents with respect to shares and warrants sold to existing Redpoint
stockholders.



On April 6, 2007, Robcor sold an additional 16.1 million
shares of common stock and warrants to purchase 4.0 million shares of common stock which resulted in net proceeds of approximately
$11.3 million.  In connection with the April closing, warrants to purchase an additional 1.6 million shares of common
stock were issued to the placement agents.



Reincorporation Merger



On June 15, 2007, Robcor was merged
with and into Redpoint, its wholly-owned subsidiary, with Redpoint being the surviving corporation pursuant to the Agreement and
Plan of Merger dated May 3, 2007.  As a result of the merger, the Company’s state of incorporation changed from
Florida to Delaware.



In connection with the reincorporation merger,
the authorized number of shares of common stock was decreased from 1,000,000,000 shares of common stock, no par value per share,
to 150,000,000 shares of common stock, $0.0001 par value per share, and the authorized number of shares of preferred stock was
decreased from 20,000,000 shares of preferred stock, no par value per share, to 10,000,000 shares of preferred stock, $0.0001 par
value per share.  The Company’s share data and capital stock have been retrospectively adjusted for all periods presented
to reflect the reincorporation merger.



In addition, the maximum number of shares
of common stock reserved for issuance under the Company’s 2007 Omnibus Equity Compensation Plan was increased from 13,511,562
to 17,644,267 shares.



3. Summary of Significant Accounting Policies



(a) Use of Estimates



The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such
estimates.  The Company’s current financial difficulties, illiquid credit markets, volatile equity, and declines in
consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions.  As future events
and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes
in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements
in those future periods.



(b) Cash and Cash Equivalents



The Company considers all highly liquid
investments that have original maturities of three months or less when acquired to be cash equivalents.  The Company did not
have any cash equivalents at December 31, 2011 and June 30, 2012.



(c) Concentrations of Credit Risk



Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash equivalents. The Company has established guidelines relating to diversification
and maturities that allows the Company to manage risk.



(d) Revenue Recognition



Revenue from corporate collaborations and
licensing agreements consists of up-front fees, research and development funding, and milestone payments.





9











License Fees and Multiple Element
Arrangements



Non-refundable upfront fees are recognized
as revenue when (i) we have a contractual right to receive such payment, (ii) the contract price is fixed or determinable,
(iii) the collection of the resulting receivable is reasonably assured, and (iv) we have no further performance obligations
under the license agreement.



Multiple element arrangements are analyzed
to determine whether the deliverables, which often include license and performance obligations, such as research and development
services, can be separated or whether they must be accounted for as a single unit of accounting. If the fair value of the undelivered
performance obligations can be determined, such obligations would then be accounted for separately as performed. However, if the
elements are considered to either (i) not have stand-alone value, or (ii) have stand-alone value but the fair value of
any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit
of accounting and all of the payments recognized as revenue over the estimated period of when the performance obligations are performed. 
Whenever we determine that an arrangement should be accounted for as a single unit of accounting, we must determine the period
over which the performance obligations will be performed and revenue will be recognized. Significant management judgment is required
in determining the period over which we are expected to complete our performance obligations under an arrangement.



Substantive Milestone Payments



Our collaboration agreements may also contain
substantive milestone payments that are recognized upon achievement of the milestone only if all of the following conditions are
met:



·the milestone payments are non-refundable;



·achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement;



·substantive effort is involved in achieving the milestone;



·a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each
subsequent milestone payment; and



·the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of
the milestone.



Determination as to whether a payment meets
the aforementioned conditions involves management’s judgment. If any of these conditions are not met, the resulting payment
would not be considered a substantive milestone, and therefore the resulting payment would be considered part of the consideration
for the single unit of accounting and be recognized as revenue as such performance obligations are performed.



Reimbursement of Research and Development Costs



Reimbursement of research and development
costs is recognized as revenue, provided the amounts are fixed and determinable, and collection of the related receivable is reasonably
assured.



(e) Property and Equipment



Property and equipment are recorded at cost
and depreciated on a straight-line basis over their estimated useful lives. The Company uses a life of four to five years for laboratory
equipment, three to seven years for office equipment and furniture, and the lesser of the useful life or the remaining life of
the underlying facility lease for leasehold improvements. Expenditures for repairs and maintenance are charged to expense as incurred,
while major renewals and betterments are capitalized. Upon disposition of assets, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is included in the Statements of Operations. During the year ended
December 31, 2011, the Company sold its remaining property and equipment in connection with the Asset Purchase Agreement entered
into with Opertech Bio, Inc. As a result, the Company did not have any property and equipment on its Balance Sheets at December
31, 2011 and and June 30, 2012.



(f) Research and Development



Research and development costs, including
those incurred in relation to the Company’s collaborative agreements, are charged to expense as incurred. These expenses
include internal research and development as well as amounts paid to third parties to conduct research on the Company’s behalf.
Costs incurred in obtaining technology licenses are charged immediately to research and development expense if the technology licensed
has not reached technological feasibility and has no alternative future uses.





10







(g) Impairment of Long-Lived Assets



The Company reviews long-lived assets, such
as property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used in measured by a comparison of the carrying amount of an asset
to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds
its estimated future cash flows, then an impairment charge is recognized in the amount by which the carrying amount of the asset
exceeds the fair value of the asset.  The Company has not recorded any impairment charges pursuant to its review of long-lived
assets.



(h) Income Taxes



Income taxes are accounted for under the
asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.



(i) Stock-Based Compensation



The Company recognizes compensation cost
for stock-based awards to employees and nonemployee board members based on the grant-date fair value of the awards over the period
during which an award holder is required to provide service in exchange for the award. No compensation cost is recognized for awards
for which the award holder does not render the requisite service.



The fair value of stock options is determined
using the Black Scholes option-pricing model and is recognized as expense over the requisite service period using the straight-line
method.



To satisfy the exercise of options, the
Company plans to issue new shares rather than purchase shares on the open market.



(j) Net Loss per Common Share



Basic net loss per common share is computed
by dividing the net loss allocable to common stockholders by the weighted average number of shares of common stock outstanding
for the period. Diluted net loss per common share is computed by dividing net loss allocable to common stockholders by the sum
of the weighted-average number of common shares outstanding for the period and the number of additional shares that would have
been outstanding if dilutive potential common shares had been issued.  Stock options and warrants to purchase an aggregate
of 3,278,148 and 13,237,824 common shares were excluded from our computation of diluted net loss per common share for the six months
ended June 30, 2012 and 2011, respectively.  In all periods presented, Redpoint’s diluted net loss per common share
is equal to basic net loss per common share because giving effect in the computation of diluted net loss per common share to the
exercise of outstanding options and warrants would have been antidilutive.



(k) Fair Value of Financial Instruments



The fair value of the Company’s financial
instruments is the amount for which the instrument could be exchanged in a current transaction between willing parties. As of March
31, 2012 and June 30, 2012, the carrying values of cash, prepaid expenses and other current assets, accounts payable, accrued expenses,
and accrued compensation equaled or approximated their respective fair values because of the short duration of these instruments.



4. Accrued Expenses and Accrued Compensation



Accrued expenses consisted of the following:



|                  |  | December 31, 2011 |        |  | June 30, 2012 |  
|----------------- |  | ----------------- | ------ |  | ------------- | -
|Professional fees |  | $                 | 43,500 |  |               | $
|                  |  | $                 | 43,500 |  |               | $



Effective March 1,
2011 through June 30, 2011, each of the Company’s executive officers agreed to indefinitely defer one-third of the
cash portions of their salaries, at least until the Company has raised additional capital or the compensation committee of the
board of directors determines otherwise.  Effective July 1, 2011 through August 31, 2011, this salary deferral
was increased to 90% of the salaries of those executive officers. On September 27, 2011, the Company reduced the outstanding
amounts owed to the Company’s executive officers in connection with the deferral of their salaries to 10% of the balance
owed to them as of August 31, 2011, or $15,730.  As a result, the Company reduced the amounts that would have otherwise
been owed to each executive officer by $141,000.  Beginning on September 1, 2011, the Company is paying its Chief Financial
Officer, working 50% of the time for the Company, at a revised annual salary of $125,903.  In addition, on September 27,
2011, the Company reduced by 90% the amounts that would otherwise be owed to each of the Company’s executive officers pursuant
to any severance arrangements included in their employment agreements or as otherwise agreed to by such executive officer and
the Company.  As such, in connection with the resignation of the Company’s President and CEO on September 27,
2011, based on the above, the Company recorded accrued severance of $37,129 as of December 31, 2011 and June 30, 2012.  This
amount was included in general and administrative expenses during the year ended December 31, 2011.  Accrued compensation
of $52,859 is included in “Accrued Compensation” on the Company’s Balance Sheets at December 31, 2011 and June
30, 2012 which consists of the cash amounts due to the Company’s current and former executive officers as a result of the
deferral of salaries and accrued severance.





11







5. Debt — Loan and Security Agreement



In September 2008, the Company entered
into a Loan and Security Agreement with a finance company that provided for borrowings of up to $2,000,000 to be used for the purchase
of certain equipment and for working capital purposes.  During 2008, the Company borrowed $1,556,357 under the Loan and
Security Agreement.  As of December 31, 2010, $773,842 was outstanding under the Loan and Security Agreement. Amounts
borrowed were evidenced with a promissory note, were repayable in equal monthly payments over 48 months, and were collateralized
by the purchased equipment.  The note bore interest of 12.1%.  The Loan and Security Agreement contained certain provisions,
including a material adverse change clause (as defined in the Loan and Security Agreement) which restricted the Company’s
ability to borrow additional money and also enabled the finance company to request full repayment of the loan if such a change
had occurred.



During the year ended December 31, 2011,
certain scheduled repayments of amounts outstanding under the Loan and Security Agreement were not made.  Based on the terms
of the Loan and Security Agreement, this was considered an Event of Default (as defined in the Loan and Security Agreement) and
the finance company had the option to declare all amounts outstanding immediately due and payable.  During the year ended
December 31, 2011, the Company sold a portion of its property and equipment through an auction process.  Certain of the items
sold were used for collateral for the Loan and Security Agreement.  Accordingly, $84,583 of the net proceeds from the auction
was remitted directly to the finance company to reduce the outstanding indebtedness plus accrued interest under the Loan and Security
Agreement to $634,788 as of May 10, 2011.  On May 11, 2011, the Company entered into a Discounted Payoff Agreement
with the finance company, whereby the finance company agreed to accept $42,639 in full satisfaction of the total outstanding indebtedness
plus accrued interest under the Loan and Security Agreement.  Upon receipt of such amount by the finance company, the Loan
and Security Agreement automatically terminated, and all liabilities, obligations and indebtedness of the Company to the finance
company were deemed satisfied in full and all liens and security interests of the finance company in any of the Company’s
property and equipment were deemed released and terminated.  In addition, there was a balance of $14,409 of deferred financing
costs related to the Loan and Security Agreement at May 11, 2011, which was written off in connection with the Discounted
Payoff Agreement.  As a result of the above transaction, the Company recorded a gain on debt extinguishment of $577,740 which
is included in Other income in the Company’s Statements of Operations for the year ended December 31, 2011.



Interest expense on notes payable for the
three and six months ended June 30, 2011 was $9,286 and $31,394, respectively. There was no interest expense for the three and
six months ended June 30, 2012.



6. Stockholders’ Equity (Deficit)



(a) Common Stock



The Company was party to a number of agreements
that provided for dilution protection to certain investors.  In connection with the Reverse Merger and closing of the Private
Placement, the Company issued approximately 2.0 million shares of common stock to a founder and shareholder of the Company as a
result of such anti-dilution protection.  During 2007, the Company recorded a charge of $1.6 million to research and
development expenses related to the issuance of such shares of common stock, which represents the fair value of these shares. 
As of March 31, 2012, none of the Company’s existing agreements contain dilution protection provisions.



(b) Warrants



As of June 30, 2012, the Company had the
following warrants to purchase Common Stock outstanding:



|Number of
shares |        |  | Exercise
price |   |      | Expiration | 
|---------------- | ------ |  | -------------- | - | ---- | ---------- | 
|                 | 25,817 |  |                | $ | 0.75 |            | 
|                 |        |  |                |   |      |            | 



During the six months ended June 30, 2012,
warrants to purchase 27,222 shares and 3,574,906 shares of Common Stock at an exercise price of $0.75 per share and $0.97 per share,
respectively, expired and were not exercised.





12







(c) Stock Option Plans



In November 2003, the Company adopted
the 2003 Stock Incentive Plan, as amended (the “2003 Plan”), that authorized the Company to grant up to 6,523,790 shares
of Common Stock to eligible employees, directors, and consultants to the Company in the form of restricted stock and stock options.
The amount and terms of grants were determined by the board of directors. The term of the options could have been up to 10 years,
and options were exercisable in cash or as otherwise determined by the board of directors. Generally, options vested 25% upon the
first anniversary of the date of grant and ratably each month thereafter through the fourth anniversary of the date of grant.



On March 12, 2007, the Company adopted
the Redpoint Bio Corporation 2007 Omnibus Equity Compensation Plan (“2007 Plan”), which provided for the issuance of
up to 13,511,562 shares of common stock, subject to adjustment in certain circumstances. In connection with the adoption of the
2007 Plan, the 2003 Plan merged with and into the 2007 Plan and no additional grants were to be made thereafter under the 2003
Plan.  Outstanding grants under the 2003 Plan continued in effect in accordance with their terms as in effect before March 12,
2007 and the shares with respect to outstanding grants under the 2003 Plan have been or will be issued or transferred under the
2007 Plan.  The 2007 Plan is now the Company’s only plan in effect.



On April 20, 2007, the Company approved
an amendment to the 2007 Plan, which increased the maximum number of shares of common stock reserved for issuance under the 2007
Plan by an additional 4,132,705 shares from 13,511,562 to 17,644,267 shares of common stock.



The following is a summary of stock option
activity under the Plan during the six months ended June 30, 2012:





| |                                  |  |           |  |            |                |  |   | Weighted-   |  |  |           |           
| | -------------------------------- |  | --------- |  | ---------- | -------------- |  | - | ----------- |  |  | --------- | ----------
| |                                  |  |           |  |            | Weighted-      |  |   | average     |  |  |           |           
| |                                  |  | Number of |  |            | average        |  |   | contractual |  |  | Intrinsic |           
| |                                  |  | shares    |  |            | exercise price |  |   | term        |  |  | Value     |           
| | Outstanding at December 31, 2011 |  |           |  | 8,205,629  |                |  | $ | 0.47        |  |  |           |           
| | Granted                          |  |           |  | —          |                |  |   | —           |  |  |           |           
| | Exercised                        |  |           |  | —          |                |  |   | —           |  |  |           |           
| | Forfeited/Cancelled              |  |           |  | (4,953,298 | )              |  |   | 0.53        |  |  |           |           
| | Outstanding June 30, 2012        |  |           |  | 3,252,331  |                |  | $ | 0.37        |  |  |           | 3.70 years



All options granted to date have exercise
prices equal to the fair value of the underlying common stock on the date of grant. Prior to the effectiveness of the registration
statement on Form S-1, which occurred on July 20, 2007, all options were granted with an exercise price equal to the
estimated fair value of the underlying common stock as determined by the board of directors. Subsequent to that date, all options
have been granted with an exercise price equal to the most recent trading price of the Company’s common stock on the date
of grant. The Company received proceeds of $6,583 for option exercises during the six months ended June 30, 2011. There were no
option exercises during the six months ended June 30, 2012. As of June 30, 2012, there were 14,678,780 shares of common stock available
for grant under the 2007 Plan.



The Company recognized $31,218 and $925
of stock-based compensation expense related to stock options for the thee months ended June 30, 2011 and 2012, respectively. The
Company recognized $149,562 and $10,695 of stock-based compensation expense related to stock options for the six months ended June
30, 2011 and 2012, respectively. As of June 30, 2012, there was $7,914 of unrecognized compensation expense related to unvested
stock options granted to employees and directors, which is expected to be recognized over a weighted average period of 2.1 years.



(d) Registration Rights



On June 5, 2007, the Company filed
a “resale” registration statement with the SEC covering all shares of common stock issued in the Private Placement
and in connection with the Reverse Merger, including shares of common stock into which certain warrants are exercisable. 
Such registration statement was declared effective on July 20, 2007.  The Company will use its best efforts to maintain
its effectiveness until such time as all securities registered under the registration statement have been sold or are otherwise
able to be sold under Rule 144 of the Securities Act without regard to volume limitations, whichever is earlier.



7. License and Commercialization Agreement



In June 2010, the Company entered into
a License and Commercialization Agreement with IFF for the development, manufacture, use and commercialization of RP44, the Company’s
all-natural sweetness enhancer. IFF has exclusive rights, through June 2015, to develop, manufacture and commercialize RP44 in
virtually all food and beverage product categories. In return, the Company received an upfront payment of $0.5 million and
became eligible to receive two milestone payments of $0.5 million each based upon certain criteria regarding regulatory approval
and supply. In addition to these milestone payments, the Company is eligible to receive royalties based on the amount of RP44 purchased
by IFF for use in products. Regardless of the amount of RP44 purchased by IFF for use in products, in order to maintain their exclusive
rights, IFF shall be required to pay the Company minimum royalties in the low six figure range for each twelve month period following
the first commercial purchase of RP44 by IFF for use in products. IFF will continue to be responsible for the regulatory process
and for costs associated with prosecuting and maintaining the Company’s intellectual property covering the sweetness enhancer.
Unless terminated earlier pursuant to the agreement, the agreement continues in effect until the end of the Royalty Term. 
The Royalty Term commences on the first commercial purchase by IFF (or any of its affiliates) of RP44 from a supplier under a supply
agreement and ends on the fifth (5th) anniversary of the first purchase under the supply agreement, or, if a patent covering RP44
or Products (as defined in the agreement) has issued, such later date on which RP44 or such Product is no longer covered by a Valid
Claim (as defined in the agreement) in any country in the Territory (as defined in the agreement).  In addition to standard
termination rights provided to each party, after the third (3rd) anniversary of this agreement, IFF may terminate the agreement
at any time upon ninety (90) days prior written notice to the Company.





13







In October 2010, IFF received
notification by the Flavor and Extract Manufacturers Association (FEMA) that RP44 had been determined to be Generally Recognized
As Safe (GRAS), triggering the $0.5 million regulatory approval milestone payment which was received in 2010. This GRAS determination
allows RP44 to be incorporated into specified products in the United States and potentially aids regulatory acceptance in numerous
other countries.



In March 2011, IFF entered into
an agreement with GLG Life Tech Corporation, or GLG, a global leader in the supply of high purity stevia extracts, to develop the
extraction capability for high grade Reb C extract for use by IFF as a sweetness enhancer.  If the development proved successful, IFF
and GLG also negotiated preliminary terms for a supply agreement, including exclusive supply to IFF for high-purity Reb C for use
as a sweetness enhancer.  In December 2011, IFF notified the Company that the supply milestone was achieved, triggering the
remaining $0.5 million payment which was received in December 2011.



8. Income Taxes



During the six months ended June 30, 2011,
the Company sold $5,268,454 of its New Jersey State net operating losses resulting in the recognition of an income tax benefit
of $410,726 recorded in the Company’s Statement of Operations.



The Company applies the provisions of FASB
Accounting Standards Codification 740-10 “Accounting for Uncertainty in Income Taxes” (ASC 740-10), which clarifies
the accounting and disclosure for uncertainties in income taxes recognized in an enterprise’s financial statements. ASC 740-10
prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position
reported or expected to be reported on a tax return. ASC 740-10 also provides guidance on the recognition and classification of
interest and penalties in an entity’s financial statements. The Company’s policy is to recognize potential accrued
interest and penalties related to income tax matters in income tax expense. As of March 31, 2012, the Company determined that it
had no liability for uncertain income tax matters as prescribed by ASC 740-10. Net operating loss and credit carryforwards since
inception remain open to examination by taxing authorities, and will continue to remain open for a period of time post utilization.



9. Lease Settlement Charge



On November 28, 2005, the Company entered
into a lease agreement (the “Lease”) with BMR-7 Graphics Drive LLC (the “Landlord”), which was amended
by the First Amendment to the Lease, dated as of October 25, 2006, and that certain Acknowledgement of Term Commencement Date
and Term Expiration Date, dated as of May 7, 2007.  On April 30, 2011, the Company moved out of its leased facility
in New Jersey and no longer occupied the facility as of that date.  The Company ceased to make rent payments under the Lease
as of April 30, 2011.  As a result, the Company was in default on the Lease.  Additionally, on May 10, 2011,
the Company received notice from the Landlord that the Company was in violation of the Lease for failure to pay rent as required
under the Lease.  On September 13, 2011, the Company entered into a Forbearance and Settlement Agreement with the Landlord
(the “Settlement Agreement”), whereby the Landlord agreed to forbear temporarily from enforcing its rights to collect
all payments currently due under the Lease and future payments due for the remainder of the Term (as defined in the Lease) (approximately
$5,156,000 in the aggregate) during the period commencing on the Execution Date (as defined in the Settlement Agreement) and continuing
through February 15, 2012 (the “Forbearance Period”) in consideration of the commitment to pay an aggregate of
$425,000 (the “Payoff Amount”) prior to February 15, 2012.  As a result, the Company recorded a lease settlement
charge of $425,000 which was included in general and administrative expenses on the Company’s Statements of Operations during
the year ended December 31, 2011. Additionally, the Company had recorded a security deposit of $250,000 and a deferred rent liability
of $76,000 that was recorded in other assets and accrued expenses, respectively, at the time that the Company no longer occupied
the leased facility. Due to management’s estimate of the recoverability of those amounts, the amounts were written off during
the year ended December 31, 2011, and the difference of $174,000 was included in general and administrative expenses on the Company’s
Statements of Operations during the year ended December 31, 2011. In September 2011, the Company paid $25,000 of the Payoff
Amount in connection with the terms of the Settlement Agreement. Further, as discussed below, in October 2011 the Company paid
an additional $27,500 of the Payoff Amount which was received in connection with an Asset Purchase Agreement entered into with
Opertech Bio, Inc.   In December 2011, the Company paid the remaining $372,500 of the Payoff Amount which was received
in connection with the achievement of the supply milestone in accordance with the License and Commercialization Agreement entered
into with IFF. As a result, the Company has no further obligations to the Landlord under the Lease or the Settlement Agreement.





14







10. Other Income





The following items are included in Other
income on the Company’s Statements of Operations for the six months June 30, 2012 and 2011:



|                                                   |  | 2012 |        |  | 2011 |  
|-------------------------------------------------- |  | ---- | ------ |  | ---- | -
|Gain on sale of property and equipment             |  | $    | -      |  |      | $
|Gain on debt extinguishment                        |  |      |        |  |      |  
|Gain on settlement of accounts payable             |  |      | 4,362  |  |      |  
|Exclusivity fee received from Exchange Transaction |  |      | 40,000 |  |      |  
|                                                   |  | $    | 44,362 |  |      | $



During the six months ended June 30, 2011,
the Company sold a portion of its property and equipment through an auction process and received net cash proceeds of $347,575.
As a result of this transaction, the Company recorded a gain on sale of property and equipment of $174,351 which was included in
Other income in the Company’s Statements of Operations for the six months ended June 30, 2011.



As noted above, during the six months ended
June 30, 2011, the Company sold a portion of its property and equipment through an auction process. Certain of the items sold
were used for collateral for the Loan and Security Agreement entered into between Redpoint and a finance company (see Note 5).
Accordingly, $84,583 of the net proceeds from the auction was remitted directly to the finance company to reduce the outstanding
indebtedness plus accrued interest under the Loan and Security Agreement to $634,788 as of May 10, 2011. On May 11, 2011, the
Company entered into a Discounted Payoff Agreement with the finance company, whereby the finance company agreed to accept $42,639
in full satisfaction of the total outstanding indebtedness plus accrued interest under the Loan and Security Agreement. Upon receipt
of such amount by the finance company, the Loan and Security Agreement automatically terminated, and all liabilities, obligations
and indebtedness of the Company to the finance company were deemed satisfied in full and all liens and security interests of the
finance company in any of the Company’s property and equipment were deemed released and terminated. In addition, there was
a balance of $14,409 of deferred financing costs related to the Loan and Security Agreement at May 11, 2011, which was written
off in connection with the Discounted Payoff Agreement. As a result of the above transaction, the Company recorded a gain on debt
extinguishment of $577,740 which was included in Other income in the Company’s Statements of Operations for the six months
ended June 30, 2011.



During the six months ended June 30, 2011,
the Company entered into a series of agreements with several of the Company’s largest creditors. The creditors agreed to
accept an aggregate amount of $75,702 in full and complete satisfaction of $834,953 of outstanding balances owed to such creditors.
As a result of these agreements, the Company recorded a gain of $759,251 which was included in Other income in the Company’s
Statements of Operations for the six months ended June 30, 2011. During the six months ended June 30, 2012, the Company entered
into an agreement with a creditor. The creditor agreed to accept $1,090 in full and complete satisfaction of the outstanding balance
of $5,452 owed to such creditor. As a result of this agreement, the Company recorded a gain of $4,362, which was included in Other
income in the Company’s Statements of Operations for the six months ended June 30, 2012.







On June 14, 2012, the Company entered into
the Exchange Agreement with Celator. Celator is a privately-held development stage company developing drug combination products
based on its proprietary drug ratio technology platform. Under the Exchange Agreement, holders of shares of Celator’s common
stock were to exchange such shares of Celator common stock for shares of the Company’s to be designated Series A Preferred
Stock. Upon the completion of the transaction, Celator would have become the Company’s subsidiary. The contemplated transaction
valued the Company at approximately $1.5 million. The Company’s existing stockholders would have owned shares representing
approximately 2.3% of the voting power attributable to the outstanding shares of capital stock of the combined company. The percentage
ownership of the Company’s stockholders in the combined company was subject to adjustment based on the pre-money valuation
of Celator in the proposed financing and the dilution attributable to such financing. The Company’s preferred stock was convertible
into shares of the Company’s common stock, assuming sufficient available authorized shares of the Company’s common
stock, which the Company intended to accomplish through the amendment of its Certificate of Incorporation at a meeting of stockholders
to be held after the closing of the transaction. The consummation of the transaction and the transactions contemplated by the Exchange
Agreement were subject to certain closing conditions, including the consummation of a financing concurrently with the transaction.
During the quarter ended June 30, 2012, the Company received a non-refundable exclusivity fee of $40,000 from Celator in connection
with the terms of the Exchange Agreement. Since the exclusivity fee was non-refundable, the Company recorded the amount in Other
income in the Company’s Statements of Operations for the six months ended June 30, 2012. The exclusivity period ended prior
to June 30, 2012, and as such, per the terms of the Exchange Agreement, beginning in July 2012, the Company began to receive a
non-refundable amount of $12,500 on a semi-monthly basis in order to fund operating costs of the Company, which totaled $25,000
for the month of July.



On August 10, 2012, the Company entered
into the Termination Agreement with Celator whereby the parties mutually agreed to terminate the Exchange Agreement. Celator
agreed to pre-pay to the Company the remaining $12,500 due under the Exchange Agreement.





15







ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Cautionary Note Regarding Forward-Looking Statements



The Securities and Exchange Commission,
referred to herein as the SEC, encourages companies to disclose forward-looking information so that investors can better understand
a company’s future prospects and make informed investment decisions.  Certain statements that we may make from time
to time, including, without limitation, statements contained in this Quarterly Report on Form 10-Q, referred to herein as
the Quarterly Report, constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements may be made directly in this Quarterly Report, and they may also be made a part of this
Quarterly Report by reference to other documents filed with the SEC, which is known as “incorporation by reference.”



Words such as “may,” “anticipate,”
“estimate,” “expects,” “projects,” “intends,” “plans,” “believes”
and words and terms of similar substance used in connection with any discussion of future operating or financial performance, identify
forward-looking statements.  All forward-looking statements are management’s present expectations of future events and
are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in
the forward-looking statements.  These risks and uncertainties include, among other things:



·our need for additional capital to fund the current level of our operations and continue as a going concern;



·our ability to enter into and maintain collaborations;



·our inability to further identify, develop and achieve commercial success for new products and technologies;



·our ability to protect our proprietary technologies, including RP44;



·challenges that IFF may face relating to the introduction of RP44;



·patent-infringement claims;



·the levels and timing of payments under future collaborative agreements;



·risks of new, changing and competitive technologies and regulations in the United States and internationally; and



·other factors discussed under the heading Item 1A “Risk Factors” in this Quarterly Report.



In light of these assumptions, risks and
uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report or in any
document incorporated by reference might not occur.  You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this Quarterly Report or the date of the document incorporated by reference in this Quarterly
Report.  We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. 
All subsequent forward-looking statements attributable to Redpoint, or to any person authorized to act on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section.



Overview



Redpoint is a development stage company
following a strategy focused on preserving the value of the License and Commercialization Agreement it entered into with International
Flavors and Fragrances, Inc., or IFF, a global leader in the food and beverage industry.  As part of this strategy, the
Company continues its efforts to reduce its liabilities and sell its remaining assets. These remaining assets are primarily comprised
of intellectual property, compounds and other research tools associated with the TRPm5 discovery program for pharmaceutical products
which the Company terminated in March of 2011 due to scientific reasons and financial constraints. The Company had previously terminated
its program for TRPm5 taste modulators. Given its lack of resources, the Company is not currently performing any research and development
activities.



In June 2009, we announced that we
had identified an all-natural sweetness enhancer, RP44. RP44 is Reb-C (rebaudioside C) a component of the stevia plant. Extracts
of the leaves of the stevia plant have been extensively used as sweeteners for decades.  Although certain components of the
stevia leaf can be used as sweeteners, RP44 is not sweet and contributes no taste or calories of its own when used in small quantities
in combination with caloric sweeteners like sucrose (table sugar) fructose and high-fructose corn syrup.  Instead, it works
as a sweetness enhancer amplifying the existing sugary sweetness in a food or beverage so that less sweetener is required, while
retaining the “clean sweet taste” that is associated with sugar.  Taste tests demonstrate that RP44 enables the
reduction of up to 25% of the caloric sweetener content in various product prototypes, while still maintaining the taste quality
of the fully sweetened product. These results have been demonstrated by using RP44 in combination with several common sweeteners
including sucrose (sugar), fructose, glucose and high-fructose corn syrup (HFCS).





16







In June 2010, we entered into a License
and Commercialization Agreement with IFF for the development, manufacture, use and commercialization of RP44. IFF has exclusive
rights, through June 2015, to develop, manufacture and commercialize RP44 in virtually all food and beverage product categories.
In return, we received an upfront payment of $0.5 million and we became eligible to receive two milestone payments of $0.5 million
each based upon certain criteria regarding regulatory approval and supply. In addition to these milestone payments, we are eligible
to receive royalties based on the amount of RP44 purchased by IFF for use in products. Regardless of the amount of RP44 purchased
by IFF for use in products, in order to maintain their exclusive rights, IFF shall be required to pay us minimum royalties in the
low six figure range for each twelve month period following the first commercial purchase of RP44 by IFF for use in products. IFF
will continue to be responsible for the regulatory process and for costs associated with prosecuting and maintaining our intellectual
property covering the sweetness enhancer. Unless terminated earlier pursuant to the agreement, the agreement continues in effect
until the end of the Royalty Term.  The Royalty Term commences on the first commercial purchase by IFF (or any of its affiliates)
of RP44 from a supplier under a supply agreement and ends on the fifth (5th) anniversary of the first purchase under the supply
agreement, or, if a patent covering RP44 or Products (as defined in the agreement) has issued, such later date on which RP44 or
such Product is no longer covered by a Valid Claim (as defined in the agreement) in any country in the Territory (as defined in
the agreement).  In addition to standard termination rights provided to each party, after the third (3rd) anniversary of this
agreement, IFF may terminate the agreement at any time upon ninety (90) days prior written notice to the Company.



In October 2010, IFF received
notification by the Flavor and Extract Manufacturers Association (FEMA) that RP44 had been determined to be Generally Recognized
As Safe (GRAS), triggering the $0.5 million regulatory approval milestone payment which was received in 2010. This GRAS determination
allows RP44 to be incorporated into specified products in the United States and potentially aids regulatory acceptance in numerous
other countries.



In March 2011, IFF entered into
an agreement with GLG Life Tech Corporation, or GLG, a global leader in the supply of high purity stevia extracts, to develop the
extraction capability for high grade Reb C extract for use by IFF as a sweetness enhancer.  If the development proved successful, IFF
and GLG also negotiated preliminary terms for a supply agreement, including exclusive supply to IFF for high-purity Reb C for use
as a sweetness enhancer.  In December 2011, IFF notified us that the supply milestone was achieved, triggering the remaining
$0.5 million payment which was received in December 2011. Although Reb C is currently derived from material found in the side stream
of the Reb A production process there can be no assurance that it can be produced in large scale on an economically viable basis.



We believe there is an important potential
role for RP44 in all-natural reduced-calorie products. Numerous scientific studies suggest a compelling link between the high levels
of refined sugar found in common food and beverage products and the worsening epidemic of obesity and diabetes worldwide. Health
and wellness trends continue to be major market drivers for the food and beverage industry, creating consumer demand for natural
solutions that can preserve the clean sweet taste of sugar while reducing calories.





17







The worldwide sweetener market is estimated
to be in excess of $50 billion with sugar (including sucrose, HFCS, and fructose) being the second most common ingredient
used in food and beverages after water. Numerous scientific studies suggest a compelling link between the high levels of refined
sugar found in common food and beverage products and the worsening epidemic of obesity and diabetes worldwide. Health and wellness
trends continue to be major market drivers for the food and beverage industry, creating consumer demand for natural solutions
that can preserve the clean sweet taste of sugar while reducing calories. We believe RP44 can provide an all-natural solution to
reducing the amount of calories in sweetened foods and beverages while retaining the taste that consumers desire.



Since its inception in 1995, the Company
has incurred losses and negative cash flows from operations, and such losses have continued subsequent to June 30, 2012. As of
June 30, 2012, the Company had an accumulated deficit of $57.5 million and anticipates incurring additional losses for the foreseeable
future. Through June 30, 2012, substantially all of the Company’s cash-flow has been derived from corporate collaborations,
license agreements, government grants and equity financings. The Company expects that substantially all of its cash-flow for the
foreseeable future will come from its license and commercialization agreement with IFF. However, there can be no assurance that
the Company will receive any cash-flow from IFF or enter into any future corporate collaborations, equity financings or license
agreements. Redpoint had approximately $10,000 of cash at June 30, 2012.



In connection with its strategy of reducing
liabilities and selling its remaining assets, in April 2011, the Company sold a portion of its property and equipment through
an auction process and received net cash proceeds of approximately $0.3 million.  Certain of the property and equipment that
was sold were used for collateral for the Company’s Loan and Security Agreement with a finance company.  Of the total
net proceeds received from the auction sale, approximately $85,000 was remitted directly to the finance company to reduce the outstanding
indebtedness plus accrued interest under the Loan and Security Agreement to approximately $635,000 as of May 10, 2011. 
On May 11, 2011, the Company entered into a Discounted Payoff Agreement with the finance company, whereby the finance company
agreed to accept approximately $43,000 in full satisfaction of the total outstanding indebtedness plus accrued interest. 
This amount was paid by the Company in May 2011.



On November 28, 2005, the Company entered
into a Lease (the “Lease”) with BMR-7 Graphics Drive LLC (the “Landlord”), which was amended by the First
Amendment to the Lease, dated as of October 25, 2006, and that certain Acknowledgement of Term Commencement Date and Term
Expiration Date, dated as of May 7, 2007.  On April 30, 2011, the Company moved out of its leased facility in New
Jersey and no longer occupied the facility as of that date.  The Company ceased to make rent payments under the Lease as of
April 30, 2011.  As a result, the Company was in default on the Lease.  Additionally, on May 10, 2011, the
Company received notice from the Landlord that the Company was in violation of the Lease for failure to pay rent as required under
the Lease.  On September 13, 2011, the Company entered into a Forbearance and Settlement Agreement with the Landlord
(the “Settlement Agreement”), whereby the Landlord agreed to forbear temporarily from enforcing its rights to collect
all payments currently due under the Lease and future payments due for the remainder of the Term (as defined in the Lease) (approximately
$5,156,000 in the aggregate) during the period commencing on the Execution Date (as defined in the Settlement Agreement) and continuing
through February 15, 2012 (the “Forbearance Period”) in consideration of the commitment to pay an aggregate of
$425,000 (the “Payoff Amount”) prior to February 15, 2012.  In September 2011, the Company paid $25,000
of the Payoff Amount in connection with the terms of the Settlement Agreement. Further, as discussed below, in October 2011 the
Company paid an additional $27,500 of the Payoff Amount which was received in connection with an Asset Purchase Agreement entered
into with Opertech Bio, Inc.   In December 2011, we paid the remaining $372,500 of the Payoff Amount which was received
in connection with the achievement of the supply milestone in accordance with the License and Commercialization Agreement entered
into with IFF. As a result, we have no further obligations to the Landlord under the Lease of the Settlement Agreement.



On September 30, 2011, the Company
entered into an Asset Purchase Agreement (the “Agreement”) with Opertech Bio, Inc. (the “Purchaser”). 
Pursuant to the Agreement, and subject to the terms and conditions contained therein, the Company sold certain operating assets
and transferred certain liabilities and obligations to the Purchaser which relate to the Company’s taste modulator technology,
including its Microtiter Operant Gustometer (“MOG”) technology.  As consideration for the sale of the assets under
the Agreement, the Company received at closing a cash payment in the amount of $27,500 (the “Closing Payment”). 
Pursuant to the Company’s obligations under the Settlement Agreement, in October 2011, the Company paid the entirety
of the Closing Payment to the Landlord.  In addition, if, during the one year period following the effective date of the Agreement,
the Purchaser is sold or the Purchaser sells all or substantially all of the Technology (as defined in the Agreement) to an independent
third party for proceeds greater than the sum of (i) the Closing Payment, and (ii) all capital invested in the Purchaser
by its stockholders as of the date of such sale, then the Purchaser shall pay the Company an amount equal to 10% of the net proceeds
from such sale transaction.  In connection with the Agreement, the Company terminated each of its employees that remained
on the Company’s scientific staff and certain of such employees have become employees of the Purchaser, including the Company’s
current Interim President and Chief Executive Officer and Chief Financial Officer, Scott Horvitz, who also serves, on a part-time
basis, as the President and Chief Executive Officer of Opertech Bio, Inc. As of the date of this filing, Mr. Horvitz is the only
remaining employee of the Company.



As of the date of this filing, the Company
had approximately $20,000 of cash. The Company believes that its current capital resources are only sufficient to meet its operating
and capital requirements through August 2012, which raises substantial doubt about its ability to continue as a going concern. 
The Company is continuing its efforts to reduce its liabilities and sell its remaining assets, including monetizing the License
and Commercialization Agreement entered into with International Flavors and Fragrances, Inc. in June 2010, and is seeking debt
or equity financings to enhance the Company’s liquidity position. The Company’s remaining assets are primarily comprised
of intellectual property, compounds and other research tools associated with the TRPm5 discovery program for pharmaceutical products
which the Company terminated in March of 2011 due to scientific reasons and financial constraints. The Company had previously terminated
its program for TRPm5 taste modulators.





18







For the Company to fund its operations,
we must receive significant royalties from our license and commercialization agreement with IFF or additional equity and/or debt
financing will be required before August 2012. There is no assurance that significant royalties will be received or such financing
will be available to the Company as needed, and as a result, it will need to pursue other strategic alternatives.  Failure
to successfully address ongoing liquidity requirements will have a material adverse effect on the Company’s business. 
If the Company is unable to obtain additional capital on acceptable terms when needed, it will be unable to satisfy its existing
obligations and may be required to take actions that harm its business and its ability to achieve positive operating cash flow
in the future, including the surrender of its rights to the IFF license and commercialization agreement.



Effective March 1, 2011 through June 30,
2011, each of the Company’s executive officers agreed to indefinitely defer one-third of the cash portions of their salaries,
at least until the Company has raised additional capital or the compensation committee of the board of directors determines otherwise. 
Effective July 1, 2011 through August 31, 2011, this salary deferral was increased to 90% of the salaries of those executive
officers. On September 27, 2011, the Company reduced the outstanding amounts owed to the Company’s executive officers
in connection with the deferral of their salaries to 10% of the balance owed to them as of August 31, 2011, or $15,730. 
As a result, the Company reduced the amounts that would have otherwise been owed to each executive officer by $141,000. In addition,
on September 27, 2011, the Company mutually agreed with F. Raymond Salemme, PhD. (“Dr. Salemme”), the Company’s
President and Chief Executive Officer, that Dr. Salemme shall resign as the Company’s President and Chief Executive Officer
effective as of that date. Beginning September 1, 2011, the Company is paying its Chief Financial Officer, working 50% of
the time for the Company, at a revised annual salary of $125,903. As of June 30, 2012, the Company had one remaining employee,
its Interim President and Chief Executive Officer and Chief Financial Officer, now employed on a part-time basis.



On June 14, 2012, the Company entered into
the Exchange Agreement with Celator. Celator is a privately-held development stage company developing drug combination products
based on its proprietary drug ratio technology platform. Under the Exchange Agreement, holders of shares of Celator’s common
stock were to exchange such shares of Celator common stock for shares of the Company’s to be designated Series A Preferred
Stock. Upon the completion of the transaction, Celator would have become the Company’s subsidiary. The contemplated transaction
valued the Company at approximately $1.5 million. The Company’s existing stockholders would have owned shares representing
approximately 2.3% of the voting power attributable to the outstanding shares of capital stock of the combined company. The percentage
ownership of the Company’s stockholders in the combined company was subject to adjustment based on the pre-money valuation
of Celator in the proposed financing and the dilution attributable to such financing. The Company’s preferred stock was convertible
into shares of the Company’s common stock, assuming sufficient available authorized shares of the Company’s common
stock, which the Company intended to accomplish through the amendment of its Certificate of Incorporation at a meeting of stockholders
to be held after the closing of the transaction. The consummation of the transaction and the transactions contemplated by the Exchange
Agreement were subject to certain closing conditions, including the consummation of a financing concurrently with the transaction.
During the quarter ended June 30, 2012, the Company received a non-refundable exclusivity fee of $40,000 from Celator in connection
with the terms of the Exchange Agreement. The exclusivity period ended prior to June 30, 2012, and as such, per the terms of the
Exchange Agreement, beginning in July 2012, the Company began to receive a non-refundable amount of $12,500 on a semi-monthly basis
in order to fund operating costs of the Company, which totaled $25,000 for the month of July.



On August 10, 2012, the Company entered
into the Termination Agreement with Celator whereby the parties mutually agreed to terminate the Exchange Agreement. Celator
agreed to pre-pay to the  Company the remaining $12,500 due under the Exchange Agreement.



Revenue



To date, our revenue has come solely from
corporate collaborations, licensing agreements and government grants. Since our inception, we have undertaken research projects
for which we were the recipient of several Small Business Innovative Research, or SBIR, Awards. The SBIR Awards were sponsored
by the National Institutes of Health. The last SBIR related research project was completed in 2004.



In March 2007, we entered into an agreement
with Givaudan Schweiz AG (Givaudan), a Swiss company, where we were collaborating exclusively with each other to discover and develop
Enhancer Compounds and Bitter Blocker Compounds that act primarily through the modulation of the TRPm5 channel. The agreement with
Givaudan was terminated by Givaudan on May 1, 2009. Also, in December 2007, we entered into a one year research agreement
with The Coca-Cola Company (Coca-Cola) for the development of certain technology for use in soft drinks and other non-alcoholic
beverages. The agreement with Coca-Cola expired by its terms in December 2008.



In June 2010, we entered into a License
and Commercialization Agreement with IFF, or the IFF Agreement, for the development, manufacture, use and commercialization of
RP44. IFF has exclusive rights, for five years, to develop, manufacture and commercialize RP44 in virtually all food and beverage
product categories.





19







Research and Development



Given its lack of resources, the Company
is not currently performing any research and development activities. Previously, our research and development expenses consisted
primarily of internal costs associated with our taste modulator and diabetes research programs as well as amounts paid to third
parties to conduct research on our behalf. Our internal research and development costs are comprised of salaries and related benefits,
facilities and depreciation on laboratory equipment, compound acquisition costs and research supplies. We charge research and development
costs to operations as incurred.



General and Administrative



Our general and administrative expenses
consist primarily of salaries and related benefit expenses for business development, financial, legal and other administrative
functions. In addition, we incur external costs for professional fees for legal, patent, accounting and investor relations services.



Results of Operations



Three months ended June 30, 2012 compared to three months
ended June 30, 2011



Research and Grant Revenue . 
For the three months ended June 30, 2012 and 2011 we did not record any revenue. As of June 30, 2012, the Company does not have
any current sources of revenue other than the potential cash-flow from its license and commercialization agreement with IFF.



Research and Development Expenses
..  Our research and development expenses were $0.3 million for the three months ended June 30, 2011. These costs were
primarily attributable to laboratory supplies and services provided by contract research organizations, as well as internal costs
comprised of salaries and related benefits, facilities, depreciation on laboratory equipment and research supplies. As of June
30, 2012, the Company is no longer performing any research activities.



General and Administrative Expenses
..   Our general and administrative expenses were $0.2 million for the three months June 30, 2012 compared to $1.0 million
for the three months ended June 30, 2011.   The decrease in expense was primarily attributable to reductions in salary
expense and related benefits and reductions in professional fees.



Interest Expense .  Interest
expense for the six months ended June 31, 2011 was a nominal amount.  On May 11, 2011, the Company entered into a Discounted
Payoff Agreement with a finance company which terminated the Company’s Loan and Security Agreement.  As such, there
was no interest expense during the three months ended June 30, 2012.



Other Income.  During the three
months ended June 30, 2012, the Company recorded Other income of $40,000. During the three months ended June 30, 2011, the
Company recorded Other income of $1.5 million.



During the quarter ended June 30, 2012,
the Company received a non-refundable exclusivity fee of $40,000 from Celator in connection with the terms of the Exchange Agreement.
Since the exclusivity fee is non-refundable, the Company recorded the amount in Other income in the Company’s Statements
of Operations for the three months ended June 30, 2012.



During the three months ended June 30,
2011, the Company sold a portion of its property and equipment through an auction process and received net cash proceeds of $0.3
million.  As a result of this transaction, the Company recorded a gain on sale of these assets of $0.2 million which is included
in Other income in the Company’s Statements of Operations for the three months ended June 30, 2011.



As noted above, during the three months
ended June 30, 2011, the Company sold a portion of its property and equipment through an auction process.  Certain of
the items sold were used for collateral for the Loan and Security Agreement entered into between Redpoint and a finance company. 
Accordingly, $0.1 million of the net proceeds from the auction was remitted directly to the finance company to reduce the outstanding
indebtedness plus accrued interest under the Loan and Security Agreement to $0.6 million as of May 10, 2011.  On May 11,
2011, the Company entered into a Discounted Payoff Agreement with the finance company, whereby the finance company agreed to accept
approximately $43,000 in full satisfaction of the total outstanding indebtedness plus accrued interest under the Loan and Security
Agreement.  Upon receipt of such amount by the finance company, the Loan and Security Agreement automatically terminated,
and all liabilities, obligations and indebtedness of the Company to the finance company are deemed satisfied in full and all liens
and security interests of the finance company in any of the Company’s property and equipment shall be deemed released and
terminated.  In addition, there was a nominal balance of deferred financing costs related to the Loan and Security Agreement
at May 11, 2011, which was written off in connection with the Discounted Payoff Agreement.  As a result of the above
transaction, the Company recorded a gain on debt extinguishment of $0.6 million which is included in Other income in the Company’s
Statements of Operations for the three months ended June 30, 2011.



During the three months ended June 30,
2011, the Company entered into a series of agreements with 13 of the Company’s largest creditors.  The creditors agreed
to accept an aggregate amount of $0.1 million in full and complete satisfaction of $0.8 million of outstanding balances owed to
such creditors.  As a result of these agreements, the Company recorded a gain of $0.7 million which is included in Other income
in the Company’s Statements of Operations for the three months ended June 30, 2011.





20







During the three months ended June 30,
2012, the Company entered into the Exchange Agreement with Celator. Celator is a privately-held development stage company developing
drug combination products based on its proprietary drug ratio technology platform. Under the Exchange Agreement, holders of shares
of Celator’s common stock were to exchange such shares of Celator common stock for shares of the Company’s to be designated
Series A Preferred Stock. Upon the completion of the transaction, Celator would have become the Company’s subsidiary. The
contemplated transaction valued the Company at approximately $1.5 million. The Company’s existing stockholders would have
owned shares representing approximately 2.3% of the voting power attributable to the outstanding shares of capital stock of the
combined company. The percentage ownership of the Company’s stockholders in the combined company was subject to adjustment
based on the pre-money valuation of Celator in the proposed financing and the dilution attributable to such financing. The Company’s
preferred stock was convertible into shares of the Company’s common stock, assuming sufficient available authorized shares
of the Company’s common stock, which the Company intended to accomplish through the amendment of its Certificate of Incorporation
at a meeting of stockholders to be held after the closing of the transaction. The consummation of the transaction and the transactions
contemplated by the Exchange Agreement were subject to certain closing conditions, including the consummation of a financing concurrently
with the transaction. During the quarter ended June 30, 2012, the Company received a non-refundable exclusivity fee of $40,000
from Celator in connection with the terms of the Exchange Agreement. The exclusivity period ended prior to June 30, 2012, and
as such, per the terms of the Exchange Agreement, beginning in July 2012, the Company began to receive a non-refundable amount
of $12,500 on a semi-monthly basis in order to fund operating costs of the Company, which totaled $25,000 for the month of July.



On August 10, 2012, the Company entered
into the Termination Agreement with Celator whereby the parties mutually agreed to terminate the Exchange Agreement. Celator
agreed to pre-pay to the Company the remaining $12,500 due under the Exchange Agreement.





Six months ended June 30, 2012 compared to six months
ended June 30, 2011



Research, Grant and License Revenue.For the six months ended June 30, 2012 and 2011 we did not record any revenue. As of June 30, 2012, the Company does not have
any current sources of revenue other than the potential cash-flow from its license and commercialization agreement with IFF.



Research and Development Expenses.  
Our research and development expenses were $0.9 million for the six months ended June 30, 2011. These costs were primarily
attributable to laboratory supplies and services provided by contract research organizations, as well as internal costs comprised
of salaries and related benefits, facilities, depreciation on laboratory equipment and research supplies. As of June 30, 2012,
the Company is no longer performing any research activities



General and Administrative Expenses. 
Our general and administrative expenses were $1.6 million for the six months ended June 30, 2011 compared to $0.3 million
for the six months ended June 30, 2012.  The decrease in general and administrative expenses is due to a reduction in
professional fees and payroll expense, in addition to $0.4 million of expense related to management’s best estimate of the
potential liability to terminate the lease of the Company’s leased facility, as well as approximately $0.2 million of expense
for the write off of the security deposit related to this leased facility, both of which were recorded during the six months ended
June 30, 2011.



Interest Expense.  Interest expense for the six months ended June 31, 2011 was a nominal amount.  On May 11, 2011, the Company entered into
a Discounted Payoff Agreement with a finance company which terminated the Company’s Loan and Security Agreement.  As
such, there was no interest expense during the three months ended June 30, 2012.



Income Tax Benefit.During
the six months ended June 30, 2011, the Company sold $5.3 million of its New Jersey State net operating losses resulting in
the recognition of an income tax benefit of $0.4 million recorded in the Company’s Statements of Operations.



Liquidity and Capital Resources



Since inception in 1995, we have incurred
losses and negative cash flows from operations, and such losses have continued subsequent to June 30, 2012. As of June 30, 2012,
we had an accumulated deficit of $57.5 million and we anticipate incurring additional losses for the foreseeable future. Through
June 30, 2012, substantially all of our cash-flow has been derived from corporate collaborations, license agreements, government
grants and equity financings. We expect that substantially all of our cash-flow for the foreseeable future will come from our license
and commercialization agreement with IFF. However, there can be no assurance that we will receive any cash-flow from IFF or enter
into any future corporate collaborations, equity financings or license agreements. We had approximately $10,000 of cash at June
30, 2012.



Since inception, we have used $43.6 million
of cash to fund our operating activities and $3.4 million for capital expenditures. Through June 30, 2012, we have funded substantially
all of our operations and capital expenditures through private placements of equity and convertible debt securities totaling $45.8
million, cash received from corporate collaborations totaling $11.4 million, government grants totaling $2.0 million, and capital
equipment and working capital financing totaling $3.6 million.



We believe that our current capital resources
are only sufficient to meet our operating and capital requirements through August 2012, which raises substantial doubt about
our ability to continue as a going concern. We are continuing our efforts to reduce our liabilities and sell our remaining assets
and are seeking debt or equity financings to enhance our liquidity position.  For the Company to fund its operations, significant
royalties from our license and commercialization agreement with IFF or additional equity and/or debt financing will be required
before August 2012. There is no assurance that significant royalties will be received or such financing will be available
to the Company as needed, and as a result, we will need to pursue other strategic alternatives.  Failure to successfully address
ongoing liquidity requirements will have a material adverse effect on our business.  If we are unable to obtain additional
capital on acceptable terms when needed, we will be unable to satisfy our existing obligations and may be required to take actions
that harm our business including possibly the surrender of our rights to the IFF license and commercialization agreement.





21







In connection with our strategy of reducing
liabilities and selling our remaining assets, in April 2011, we sold a portion of our property and equipment through an auction
process and received cash proceeds of approximately $0.3 million.  In order to conserve cash, effective March 1, 2011
through June 30, 2011, each of the Company’s executive officers agreed to indefinitely defer one-third of the cash portions
of their salaries, at least until the Company has raised additional capital or the compensation committee of the board of directors
determines otherwise.  Effective July 1, 2011 through August 31, 2011, this salary deferral was increased to 90%
of the salaries of those executive officers. On September 27, 2011, the Company reduced the outstanding amounts owed to the
Company’s executive officers in connection with the deferral of their salaries to 10% of the balance owed to them as of August 31,
2011, or $15,730.  As a result, the Company reduced the amounts that would have otherwise been owed to each executive officer
by $141,000. In addition, on September 27, 2011, the Company mutually agreed with its President and Chief Executive Officer that
this individual shall resign as the Company’s President and Chief Executive Officer effective as of that date. Beginning
September 1, 2011, the Company is paying its Chief Financial Officer, working 50% of the time for the Company, at a revised
annual salary of $125,903. As of June 30, 2012, we had one remaining employee, our Interim President and Chief Executive Officer
and Chief Financial Officer, now employed on a part-time basis.



In September 2008, we entered into
a Loan and Security Agreement with CIT Healthcare LLC that provided for borrowings of up to $2.0 million for the purchase
of certain equipment, a portion of the proceeds which could have been used for general corporate working capital purposes. During
2008, we borrowed approximately $1.6 million pursuant to the Loan and Security Agreement, of which approximately $1.0 million
was for equipment previously purchased and approximately $0.6 million was for general working capital.  During the year
ended December 31, 2011, certain scheduled repayments of amounts outstanding under the Loan and Security Agreement were not made. 
Based on the terms of the Loan and Security Agreement, this was considered an Event of Default (as defined in the Loan and Security
Agreement) and the finance company had the option to declare all amounts outstanding immediately due and payable.  In April 2011,
the Company sold a portion of its property and equipment through an auction process.  Certain of the items sold were used
for collateral for the Loan and Security Agreement.  Accordingly, approximately $85,000 of the net proceeds from the auction
was remitted directly to the finance company to reduce the outstanding indebtedness plus accrued interest under the Loan and Security
Agreement to approximately $635,000 as of May 10, 2011.  Further, on May 11, 2011, the Company entered into a Discounted
Payoff Agreement with the finance company, whereby the finance company agreed to accept approximately $43,000 in full satisfaction
of the total outstanding indebtedness plus accrued interest under the Loan and Security Agreement.  Upon receipt of such amount
by the finance company, the Loan and Security Agreement automatically terminated, and all liabilities, obligations and indebtedness
of the Company to the finance company were deemed satisfied in full and all liens and security interests of the finance company
in any of the Company’s property and equipment were deemed released and terminated.  In addition, there was a balance
of $14,000 of deferred financing costs related to the Loan and Security Agreement at May 11, 2011, which was written off in
connection with the Discounted Payoff Agreement.  As a result of the above transaction, the Company recorded a gain on debt
extinguishment of approximately $578,000 which was included in Other income in the Company’s Statements of Operations for
year ended December 31, 2011.



On April 30, 2011, the Company moved
out of its leased facility in New Jersey and no longer occupied the facility as of that date.  The Company ceased to make
rent payments under the lease agreement as of April 30, 2011.  As a result, the Company was in default on its facility
lease agreement.  Additionally, on May 10, 2011, the Company received notice from BMR-7 Graphics Drive LLC (the “Landlord”)
that the Company was in violation of its facility lease for failure to pay rent as required under the lease.  On June 30,
2011, the Landlord filed suit in the Superior Court of New Jersey, Special Civil Part, Landlord Tenant section against the Company,
alleging breach of a lease and seeking damages pursuant to that alleged breach.  The case has been marked as settled with
a Consent Order dismissing the case to be submitted as part of the settlement.  On September 13, 2011, the Company entered
into a Forbearance and Settlement Agreement with the Landlord (the “Settlement Agreement”), whereby the Landlord agreed
to forbear temporarily from enforcing its rights to collect all payments currently due under the lease agreement and future payments
due for the remainder of the Term (as defined in the lease agreement) (approximately $5,156,000 in the aggregate) during the period
commencing on the Execution Date (as defined in the Settlement Agreement) and continuing through February 15, 2012 (the “Forbearance
Period”) in consideration of the commitment to pay an aggregate of $425,000 (the “Payoff Amount”) prior to February 15,
2012.  As a result, the Company recorded a lease settlement charge of $425,000 which was included in general and administrative
expenses on the Company’s Statements of Operations during the year ended December 31, 2011.  Additionally, the Company
had recorded a security deposit of $250,000 and a deferred rent liability of $76,000 that was recorded in other assets and accrued
expenses, respectively, at the time that the Company no longer occupied the leased facility.  Due to management’s estimate
of the recoverability of those amounts, the amounts were written off during the year ended December 31, 2011, and the difference
of $174,000 was included in general and administrative expenses on the Company’s Statements of Operations during the year
December 31, 2011.  In September 2011, the Company paid $25,000 of the Payoff Amount in connection with the terms of
the Settlement Agreement.  Further, in October 2011, the Company paid an additional $27,500 of the Payoff Amount which
was received in connection with an Asset Purchase Agreement entered into with Opertech Bio, Inc.  In December 2011, the
Company paid the remaining $372,500 of the Payoff Amount which was received in connection with the achievement of the supply milestone
in accordance with the License and Commercialization Agreement entered into with IFF . As a result, the Company has no further
obligations to the Landlord under the lease agreement or the Settlement Agreement.



On June 14, 2012, the Company entered into
the Exchange Agreement with Celator. Celator is a privately-held development stage company developing drug combination products
based on its proprietary drug ratio technology platform. Under the Exchange Agreement, holders of shares of Celator’s common
stock were to exchange such shares of Celator common stock for shares of the Company’s to be designated Series A Preferred
Stock. Upon the completion of the transaction, Celator would have become the Company’s subsidiary. The contemplated transaction
valued the Company at approximately $1.5 million. The Company’s existing stockholders would have owned shares representing
approximately 2.3% of the voting power attributable to the outstanding shares of capital stock of the combined company. The percentage
ownership of the Company’s stockholders in the combined company was subject to adjustment based on the pre-money valuation
of Celator in the proposed financing and the dilution attributable to such financing. The Company’s preferred stock was
convertible into shares of the Company’s common stock, assuming sufficient available authorized shares of the Company’s
common stock, which the Company intended to accomplish through the amendment of its Certificate of Incorporation at a meeting
of stockholders to be held after the closing of the transaction. The consummation of the transaction and the transactions contemplated
by the Exchange Agreement were subject to certain closing conditions, including the consummation of a financing concurrently with
the transaction. During the quarter ended June 30, 2012, the Company received a non-refundable exclusivity fee of $40,000 from
Celator in connection with the terms of the Exchange Agreement. The exclusivity period ended prior to June 30, 2012, and as such,
per the terms of the Exchange Agreement, beginning in July 2012, the Company began to receive a non-refundable amount of $12,500
on a semi-monthly basis in order to fund operating costs of the Company, which totaled $25,000 for the month of July.



On August 10, 2012,  the Company
entered into the Termination Agreement with Celator whereby the parties mutually agreed to terminate the Exchange
Agreement. Celator agreed to pre-pay to the Company the remaining $12,500 due under the Exchange Agreement.







22







Critical Accounting Policies



Our discussion and analysis of our financial
condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally
accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate
our judgments and estimates, including those related to revenue recognition, long-lived assets, accrued liabilities, share-based
payments and income taxes. We base our judgment and estimates on historical experience and various other factors that we believe
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.  A more
detailed review of our critical accounting policies is contained in our Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 2011.  During the three months ended June 30, 2012, there have
been no material changes in our critical accounting policies.



ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Our carrying values of cash, accounts receivable,
accounts payable and accrued expenses are a reasonable approximation of their fair value. The estimated fair values of financial
instruments have been determined by us using available market information and appropriate valuation methodologies.



We have not entered into and do not expect
to enter into, financial instruments for trading or hedging purposes.  We do not currently anticipate entering into interest
rate swaps and/or similar instruments.  We have no material currency exchange risk exposure as of June 30, 2012.  Our
primary market risk exposure with regard to financial instruments is to changes in interest rates, which would impact interest
income earned on such instruments. A one percent change (100 basis points) in interest rates on our investments would have impacted
interest income by a nominal amount for the six months ended June 30, 2012.



ITEM 4T. CONTROLS AND PROCEDURES



Our management, with the participation of
our interim chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2012. Based on this evaluation,
our interim chief executive officer and chief financial officer concluded that, as of June 30, 2012, our disclosure controls and
procedures were (1) effective in that they were designed to ensure that material information relating to us, is made known
to our interim chief executive officer and chief financial officer by others as appropriate, to allow timely decisions regarding
required disclosures, and (2) effective in that they provide reasonable assurance that information required to be disclosed
by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms.



No changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. As of the date of this filing, we had one remaining employee, our Interim Chief Executive Officer and
Chief Financial Officer, now employed on a part-time basis. Our limited resources could potentially impact our disclosure controls
and procedures in the future which could have a material effect on our internal control over financial reporting.



PART II.  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



From time to time, the Company may become
involved in various investigations, claims and legal proceedings that arise in the ordinary course of the Company’s business.
These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of these
matters as they arise will be subject to various uncertainties. As of the date of this Quarterly Report on Form 10-Q, Redpoint
is not a party to any material pending legal proceeding.





23







ITEM 1A.  RISK
FACTORS



In addition to the information set forth
in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Form 10-K
for the year ended December 31, 2011. The risks described in our Annual Report on Form 10-K for the year ended December
31, 2011 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.



ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON
SENIOR SECURITIES



Not applicable.



ITEM 4.  MINE
SAFETY DISCLOSURES



Not applicable.





24







ITEM 5.  OTHER
INFORMATION



None.



ITEM 6. EXHIBITS



|Exhibit No. |  |                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                     
|10.1        |  | Exchange Transaction Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated June 14, 2012.*                                                                                 
|10.2        |  | Termination Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated July 10, 2012.*                                                                                          
|10.3        |  | Employment Side Letter, by and between the Company and Scott M. Horvitz, dated June 12, 2012 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 18, 2012).  
|10.4        |  | Employment Side Letter, by and between the Company and F. Raymond Salemme, dated June 12, 2012 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 18, 2012).
|31.1        |  | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of Exchange Act, as Adopted Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).*    
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer and Chief Financial Officer).*                                                                                            
|101.INS     |  | XBRL Instance Document**                                                                                                                                                                            
|101.SCH     |  | XBRL Taxonomy Extension Schema**                                                                                                                                                                    
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                                                                      
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase**                                                                                                                                                       
|101.LAB     |  | XBRL Taxonomy Extension Label Linkbase**                                                                                                                                                            
|101.PRE     |  | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                                                                     










* Filed herewith.

** To be filed by amendment.





25











SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                | REDPOINT BIO CORPORATION
|--------------- | ------------------------
|                |                         
|August 20, 2012 | By:                     
|                |                         
|                |                         
|                |                         





26







EXHIBIT INDEX



|Exhibit No. |  |                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                     
|10.1        |  | Exchange Transaction Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated June 14, 2012.*                                                                                 
|10.2        |  | Termination Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated July 10, 2012.*                                                                                          
|10.3        |  | Employment Side Letter, by and between the Company and Scott M. Horvitz, dated June 12, 2012 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 18, 2012).  
|10.4        |  | Employment Side Letter, by and between the Company and F. Raymond Salemme, dated June 12, 2012 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 18, 2012).
|31.1        |  | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of Exchange Act, as Adopted Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).*    
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer and Chief Financial Officer).*                                                                                            
|101.INS     |  | XBRL Instance Document**                                                                                                                                                                            
|101.SCH     |  | XBRL Taxonomy Extension Schema**                                                                                                                                                                    
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                                                                      
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase**                                                                                                                                                       
|101.LAB     |  | XBRL Taxonomy Extension Label Linkbase**                                                                                                                                                            
|101.PRE     |  | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                                                                     










* Filed herewith.



** To be filed by amendment.







27