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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 Commission File No. 001-32157
 ADVENTRX Pharmaceuticals, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    84-1318182(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)6725 Mesa Ridge Road, Ste 100 San Diego, CA
    
    92121(Address of principal executive offices)
    
    (Zip Code)
 (858) 552-0866  (Registrants telephone number, including area code)
  Title of each class:
    
    Name of each exchange on which registered:Common Stock, par value $0.001 per share
    
    NYSE Amex
 
 Yes
o No
þ
 Yes
o No
þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



Table of Contents
 PagePART IForward Looking Statements
    
    
    1Item 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    15Item 3. Legal Proceedings
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15PART IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    16Item 6. Selected Financial Data
    
    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 8. Financial Statements and Supplementary Data
    
    
    24Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    24Item 9A(T). Controls and Procedures
    
    
    24Item 9B. Other Information
    
    
    25PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    26Item 11. Executive Compensation
    
    
    26Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    26Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    26Item 14. Principal Accounting Fees and Services
    
    
    26PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    27SIGNATURES
    
    
    32Exhibit 10.24Exhibit 10.36Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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Forward-Looking Statements
 This Annual Report on Form 10-K , particularly in Item 1 Business, and Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations, and the documents
incorporated by reference, includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, are statements that could be
deemed forward-looking statements, including, but not limited to, statements regarding our business
strategy, expectations and plans, our objectives for future operations, including product
development and strategic transactions, and our future financial position. When used in this
report, the words believe, may, could, will, estimate, continue, anticipate,
intend, expect, indicate and similar expressions are intended to identify forward-looking
statements.
 We have based these forward-looking statements on our current expectations and projections
about future events and trends that we believe may affect our financial condition, results of
operations, business strategy, short-term and long-term business operations and objectives, and
financial needs, including our ability to consummate a strategic transaction or otherwise satisfy
our immediate need for additional capital. These forward-looking statements are subject to risks
and uncertainties that could cause our actual results to differ materially from those reflected in
these forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to: the risk that we will be unable to consummate a strategic or
partnering transaction or otherwise raise sufficient capital on a timely basis, or at all, to
continue as a going concern; the risk that our recent cost-containment measures, including the
discontinuation of substantially all of our development activities and fundamental business
operations and reduction in force to five full-time employees, will negatively impact our ability
to consummate a strategic transaction; the risk that the departure of our former Chief Executive
Officer and President and our former Executive Vice President and Chief Financial Officer and/or
our reduced workforce and leadership by officers who do not have substantial previous experience in
executive leadership roles will negatively impact our ability to attract a strategic or other
partner, raise capital or maintain effective disclosure controls and procedures or internal control
over financial reporting; the risk the FDA will determine that ANX-530 and Navelbine® are not
bioequivalent, including as a result of performing pharmacokinetic equivalence analysis based on a
patient population other than the population on which we based our analysis; the risk that the
bioequivalence study of ANX-514 does not demonstrate pharmacokinetic equivalence or bioequivalence
to Taxotere®; the risk of investigator bias in reporting adverse events as a result of the
open-label nature of the ANX-530 bioequivalence study, including bias that increased the reporting
of adverse events associated with Navelbine and/or that decreased the reporting of adverse events
associated with ANX-530; difficulties or delays in manufacturing, obtaining regulatory approval for
and marketing ANX-530 and ANX-514, including validating commercial manufacturers and suppliers and
the potential for automatic injunctions regarding FDA approval of ANX-514; the potential for
regulatory authorities to require additional preclinical work or other clinical requirements to
support regulatory filings, including prior to the submission or the approval of a New Drug
Application for ANX-530 and ANX-514; the risk that the performance of third parties on whom we rely
to conduct our studies or evaluate the data, including clinical investigators, expert data
monitoring committees, contract laboratories and contract research organizations, may be
substandard, or they may fail to perform as expected; and other risks and uncertainties discussed
in other reports and documents we file with the Securities and Exchange Commission. Except as
required by law, we do not intend to update these forward-looking statements publicly or to update
the reasons actual results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the future.
 In light of these risks and uncertainties and our assumptions, the forward-looking events and
circumstances discussed in this report and in the documents incorporated in this report may not
occur and actual results could differ materially and adversely from those anticipated or implied in
such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on such
forward-looking statements.
  1




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Item 1. Business
 Overview
   
    
    Reducing the incidence and severity of adverse effects; and
    
    Increasing their pharmacoeconomics and convenience to healthcare practitioners and
patients.
      2




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® ® ® ®
 Oncology Focus
   Our Lead Product Candidates (ANX-530 and ANX-514)
 Opportunities for New Formulations
   3




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Regulatory Strategy
    Commercialization Strategy
      4




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ANX-530 (vinorelbine emulsion)
 Background; Limitations of Current Formulations
    Clinical and Regulatory Developments
   5




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Market and Opportunity
     ANX-514 (docetaxel emulsion)
 Background; Limitations of Taxotere
   6




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Preclinical Efficacy and Safety; Enrollment in Bioequivalence Study Complete
     Market and Opportunity
     7




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Other Product Candidates and Potential Product Candidates
  
    
    ANX-015, a novel formulation of clarithromycin. An intravenous formulation of
clarithromycin is approved to treat mild to moderate bacterial infections (such as
community-acquired pneumonia). ANX-015 is intended to reduce injection site reactions
associated with intravenous delivery of clarithromycin;
 
    
    ANX-016, a novel formulation of vancomycin. An intravenous formulation of vancomycin
is approved to treat Gram-positive bacterial infections. ANX-016 is intended to reduce
injection site reactions associated with intravenous delivery of vancomycin;
 
    
    ANX-201, a member of a new class of reverse transcriptase inhibitor, that in
preclinical studies has shown broad-spectrum antiviral activity against human
immunodeficiency virus (HIV), human and avian influenza viruses and herpes simplex viruses
(HSV);
 
    
    ANX-211, a broad spectrum antiviral agent that is a natural product formulated to
provide antiviral activity against multiple strains of virus using excipients that are
generally regarded as safe (GRAS);
  8




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
    
    ANX-510 (CoFactor), a folate-based biomodulator designed to replace leucovorin as the
preferred method to enhance the activity and reduce associated toxicity of the widely used
cancer chemotherapeutic agent 5-fluorouracil, or 5-FU. CoFactor bypasses the metabolic
pathway required by leucovorin to deliver the active form of folate, potentially allowing
5-FU to work more effectively;
 
    
    ANX-513, a novel formulation of paclitaxel. Taxol, a branded formulation of
paclitaxel, is approved to treat breast, ovarian, Kaposis sarcoma and non-small cell lung
cancers. ANX-513 is intended to be non-allergenic and to reduce the need for
immunosuppressant premedication associated with administration of Taxol; and
 
    
    ANX-575, a novel formulation of alpha-tocopheryl succinate, which has been shown in
preclinical studies to selectively facilitate cell death in cancer cells.
  Competition
      9




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Manufacturing
   Intellectual Property
 ANX-530
  ANX-514
    10




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Research and Development
  Licensing Agreements
 SD Pharmaceuticals
  
    
    For ANX-530, vinca alkaloid intravenous emulsion formulation for cancer treatment and
any other disease indication.
 
    
    For ANX-514, docetaxel intravenous emulsion formulation for cancer treatment and any
other disease indication.
  11




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Government Regulations
   FDA Approval Process
       12




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Section 505(b)(2) New Drug Applications
      13




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Other Regulatory Requirements
       Employees
   14




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Available Information
  
 Item 1A. Risk Factors
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   15




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PART II
 
 Item 5.

    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information
  Common Stock Price2008
    
    
    2007High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    0.64
    
    
    $
    0.36
    
    
    $
    2.84
    
    
    $
    1.98Second Quarter
    
    $
    0.54
    
    
    $
    0.33
    
    
    $
    2.90
    
    
    $
    2.31Third Quarter
    
    $
    0.38
    
    
    $
    0.18
    
    
    $
    2.80
    
    
    $
    2.07Fourth Quarter
    
    $
    0.21
    
    
    $
    0.07
    
    
    $
    0.88
    
    
    $
    0.43
  Dividend Policy
  Recent Sales of Unregistered Securities
  
 Item 6. Selected Financial Data
   16




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the consolidated financial statements and related notes
appearing elsewhere in this report. In addition to historical information, this discussion and
analysis contains forward-looking statements that involve risks, uncertainties, and assumptions.
Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including but not limited to those identified under
Forward-Looking Statements above in this report.
 OVERVIEW
    CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition.
  17




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R&D Expenses.
   Purchased In-Process Research and Development.
  18




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Stock-based Compensation Expenses.
   Income Taxes .
 Costs Associated with Exit or Disposal Activities.
   19




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RESULTS OF OPERATIONS
    
    
    the number and location of sites included in trials and the rate of site approval for
the trial;
 
    
    the rates of patient recruitment and enrollment;
 
    
    the ratio of randomized to evaluable patients;
 
    
    the availability and cost of reference product in the jurisdiction of each site;
 
    
    the time and cost of process development activities related to our product
candidates;
 
    
    the costs of manufacturing our product candidates; and
 
    
    the costs, requirements, timing of and the ability to secure regulatory approvals.
  20




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Operating ExpensesYears EndedDecember 31,2008
    
    
    2007Research and development
    
    
    64
    %
    
    
    64
    %In-process research and development
    
    
    0
    %
    
    
    0
    %Selling, general and administrative
    
    
    35
    %
    
    
    35
    %Depreciation and amortization
    
    
    1
    %
    
    
    1
    %Total operating expenses
    
    
    100
    %
    
    
    100
    %
 Comparison of 2008 and 2007
 Revenue.
  R&D
Expenses.
 January 1, 2005throughYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008External bioequivalence and
clinical trial fees and
expenses
    
    $
    3,373,865
    
    
    $
    7,535,923
    
    
    $
    23,199,479External non-clinical study
fees and expenses (1)
    
    
    10,585,695
    
    
    
    4,346,397
    
    
    
    18,945,474Personnel costs
    
    
    3,237,158
    
    
    
    2,997,852
    
    
    
    9,511,188Stock-based compensation expense
    
    
    725,465
    
    
    
    1,054,237
    
    
    
    2,884,161Total
    
    $
    17,922,183
    
    
    $
    15,934,409
    
    
    $
    54,540,302
 
 (1)
    
    External non-clinical study fees and expenses include preclinical, research-related
manufacturing, quality assurance and regulatory expenses.  21




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Selling,
General and Administrative Expenses.
 Interest
Income and Other Income.
 Net Loss.
 LIQUIDITY AND CAPITAL RESOURCES
    22




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December 31,
    
    
    Decrease
    
    
    December 31,2008
    
    
    During 2008
    
    
    2007Cash and cash equivalents and investments in securities
    
    $
    9,849,904
    
    
    $
    (23,613,252
    )
    
    $
    33,463,156Net working capital
    
    $
    5,735,519
    
    
    $
    (24,922,542
    )
    
    $
    30,658,061
 Year Ended
    
    
    Change
    
    
    Year EndedDecember 31,
    
    
    Between
    
    
    December 31,2008
    
    
    Periods
    
    
    2007Net cash used in operating activities
    
    $
    (23,787,604
    )
    
    $
    (4,144,414
    )
    
    $
    (19,643,190
    )Net cash provided by investing activities
    
    
    18,856,769
    
    
    
    10,848,497
    
    
    
    8,008,272Net cash provided by financing activities
    
    
    
    
    
    
    (441,616
    )
    
    
    441,616Net (decrease) increase in cash and cash equivalents
    
    $
    (4,930,835
    )
    
    $
    6,262,467
    
    
    $
    (11,193,302
    )
 Operating
activities.
 Investing
activities.
 Financing
activities.
 Management Outlook
     23




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Recent Accounting Pronouncements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A(T). Controls and Procedures
 Disclosure Controls and Procedures
     24




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Changes in Internal Control over Financial Reporting
  Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework Internal Control  Integrated Framework
   
 Item 9B. Other Information
   25




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PART III
  
 Item 10. Directors, Executive Officers and Corporate Governance
 Code of Ethics
   
 Item 11. Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services
   26




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
   
    
    Report of J.H. Cohn LLP, Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    Consolidated Statements of Operations for the years ended December 31, 2008 and
2007 and from inception through December 31, 2008
    
    Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive
Loss from inception through December 31, 2008
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2008 and
2007 and from inception through December 31, 2008
    
    Notes to Consolidated Financial Statements
    Exhibit
    
    Description2.1
    (1)
    
    Agreement and Plan of Merger, dated April 7, 2006, among the registrant, Speed Acquisition,
Inc., SD Pharmaceuticals, Inc. and certain individuals named therein (including exhibits
thereto)3.1
    (2)
    
    Amended and Restated Certificate of Incorporation of the registrant3.2
    (3)
    
    Amended and Restated Bylaws of the registrant (formerly known as Biokeys Pharmaceuticals, Inc.)4.1
    (4)
    
    Form of Registration Rights Agreement entered into in October and November 2001 (including the
original schedule of holders)4.2
    (5)
    
    $2.50 Warrant to Purchase Common Stock issued on April 12, 2002 to Emisphere Technologies, Inc.4.3
    (4)
    
    Form of $0.60 Warrant to Purchase Common Stock issued May 28, 2003 (including the original
schedule of holders)4.4
    (4)
    
    Form of $1.25 Warrant to Purchase Common Stock issued between October 15, 2003 and December 29,
2003 (including the original schedule of holders)4.5
    (4)
    
    Common Stock and Warrant Purchase Agreement, dated as of April 5, 2004, among the registrant
and the Investors (as defined therein)4.6
    (4)
    
    Registration Rights Agreement, dated April 5, 2004, among the registrant and the Investors (as
defined therein)4.7
    (4)
    
    Form of $2.00 A-1 Warrant to Purchase Common Stock issued April 8, 2004 (including the original
schedule of holders)4.8
    (4)
    
    Form of $2.50 A-2 Warrant to Purchase Common Stock issued April 8, 2004 (including the original
schedule of holders)4.9
    (6)
    
    Common Stock and Warrant Purchase Agreement, dated April 8, 2004, between the registrant and CD
Investment Partners, Ltd.4.10
    (6)
    
    Registration Rights Agreement, dated April 8, 2004, between the registrant and CD Investment
Partners, Ltd.4.11
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to CD Investment Partners,
Ltd.
  27




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##### Table of Contents



Exhibit
    
    Description4.12
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to Burnham Hill Partners4.13
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to Ernest Pernet4.14
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to W.R. Hambrecht + Co., LLC4.15
    (7)
    
    Common Stock and Warrant Purchase Agreement, dated April 19, 2004, between the registrant and
Franklin M. Berger4.16
    (7)
    
    Registration Rights Agreement, dated April 19, 2004, between the registrant and Franklin M.
Berger4.17
    (7)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 19, 2004 to Franklin M. Berger4.18
    (8)
    
    Securities Purchase Agreement, dated July 21, 2005, among the registrant and the Purchasers (as
defined therein)4.19
    (8)
    
    Rights Agreement, dated July 27, 2005, among the registrant, the Icahn Purchasers and Viking
(each as defined therein)4.20
    (9)
    
    First Amendment to Rights Agreement, dated September 22, 2006, among the registrant and the
Icahn Purchasers (as defined therein)4.21
    (10)
    
    Second Amendment to Rights Agreement, dated February 25, 2008, among the registrant and the
Icahn purchasers (as defined therein)4.22
    (8)
    
    Form of $2.26 Common Stock Warrant issued on July 27, 2005 (including the original schedule of
holders)4.23
    (8)
    
    Form of $2.26 Common Stock Warrant issued on July 27, 2005 (including the original schedule of
holders)4.24
    (12)
    
    $0.50 Warrant (WC-291) to Purchase Common Stock transferred on June 15, 2005 to S. Neborsky and
R Neborsky TTEE Robert J. Neborsky MD Inc Comb Retirement Trust4.25
    (11)
    
    $0.50 Warrant (WC-292) to Purchase Common Stock transferred on June 15, 2005 to S. Neborsky and
R Neborsky TTEE Robert J. Neborsky MD Inc Comb Retirement Trust4.26
    (11)
    
    $2.50 Warrant to Purchase Common Stock issued on October 22, 2004 to Thomas J. DePetrillo10.1
    #(12)
    
    2005 Equity Incentive Plan10.2
    #(13)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan10.3
    #(14)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan (for director option grants
beginning in 200810.4
    #(15)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan (for option grants to
employees approved in March 2008)10.5
    #(2)
    
    Form of Restricted Share Award Agreement under the 2005 Equity Incentive Plan10.6
    #(13)
    
    2005 Employee Stock Purchase Plan10.7
    #(13)
    
    Form of Subscription Agreement under the 2005 Employee Stock Purchase Plan10.8
    #(16)
    
    2008 Omnibus Incentive Plan10.9
    #(17)
    
    Form of Non-Statutory Stock Option Grant Agreement (for directors) under the 2008 Omnibus
Incentive Plan10.10
    #(17)
    
    Form of Non-Statutory/Incentive Stock Option Grant Agreement (for consultants / employees)
under the 2008 Omnibus Incentive Plan
  28




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Exhibit
    
    Description10.11
    #(15)
    
    2008 Incentive Plan10.12
    *(18)
    
    Option and License Agreement, dated January 23, 1998, between the registrant and the University
of Southern California10.13
    (3)
    
    First Amendment to License Agreement, dated August 16, 2000, between the registrant and the
University of Southern California10.14
    *(18)
    
    Option and License Agreement, dated August 17, 2000, between the registrant and the University
of Southern California10.15
    *(19)
    
    Amendment to Option and License Agreement, dated April 21, 2003, between the registrant and the
University of Southern California10.16
    *(20)
    
    Second Amendment to Option and License Agreement, dated January 25, 2007, between the
registrant and the University of Southern California10.17
    *(2)
    
    Agreement, effective as of May 1, 2005, between the registrant and Pharm-Olam International Ltd.10.18
    (2)
    
    Amendment dated July 19, 2005 to the Agreement between the registrant and Pharm-Olam
International Ltd.10.19
    (21)
    
    License Agreement, dated October 20, 2006, between the registrant, through its wholly-owned
subsidiary SD Pharmaceuticals, Inc., and Theragenex, LLC10.20
    (14)
    
    License Agreement, dated December 10, 2005, between SD Pharmaceuticals, Latitude
Pharmaceuticals and Andrew Chen, including a certain letter, dated November 20, 2007,
clarifying the scope of rights thereunder10.21
    (22)
    
    Standard Multi-Tenant Office Lease  Gross, dated June 3, 2004, between the registrant and
George V. Casey & Ellen M. Casey, Trustees of the Casey Family Trust dated June 22, 199810.22
    (2)
    
    First Amendment to the Standard Multi-Tenant Office Lease  Gross, dated June 3, 2004 between
the registrant and George V. & Ellen M. Casey, Trustees of the Casey Family Trust dated June
22, 199810.23
    #(23)
    
    Offer letter, dated March 5, 2003, to Joan M. Robbins10.24
    #
    
    Confidential Separation Agreement and General Release of All Claims, effective December 4,
2008, between the registrant and Joan M. Robbins10.25
    #(24)
    
    Offer letter, dated November 15, 2004, to Brian M. Culley10.26
    #(25)
    
    Severance Agreement and Release of All Claims, dated September 7, 2006, with Carrie Carlander10.27
    #(25)
    
    Consulting Agreement, dated September 7, 2006, with Carrie Carlander10.28
    #(25)
    
    Offer letter, dated September 7, 2006, to James A. Merritt10.29
    #(14)
    
    Letter agreement regarding terms of separation with James A. Merritt, effective as of February
12, 200810.30
    #(25)
    
    Form of Stock Option Agreement between the registrant and James A. Merritt (included in Exhibit
10.28)10.31
    #(26)
    
    Offer letter, dated December 13, 2006, to Gregory P. Hanson10.32
    #(26)
    
    Stock Option Agreement, effective December 20, 2006, between the registrant and Gregory P.
Hanson10.33
    #(27)
    
    Letter Agreement regarding terms of separation with Gregory P. Hanson, dated April 2, 200810.34
    #(27)
    
    Consulting Agreement, dated April 2, 2008, with Gregory P. Hanson10.35
    #(17)
    
    Offer letter, dated April 1, 2008, to Mark N.K. Bagnall (including Exhibits A, B and C thereto)10.36
    #
    
    Confidential Separation Agreement and General Release of All Claims, effective December 31,
2008, between the registrant and Evan M. Levine, including letter, dated November 7, 2008,
related thereto
  29




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Exhibit
    
    Description10.37
    (21)
    
    Form of Director and Officer Indemnification Agreement10.38
    #(28)
    
    Director compensation policy10.39
    (29)
    
    Placement Agency Agreement, dated November 2, 2006, among the registrant, ThinkEquity Partners
LLC and Fortis Securities LLC21.1
    
    
    List of Subsidiaries23.1
    
    
    Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm31.1
    
    
    Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a)31.2
    
    
    Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a)32.1
    ±
    
    Certification of principal executive officer and principal financial officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Indicates that confidential treatment has been requested or granted to certain portions,
which portions have been omitted and filed separately with the SEC#
    
    Indicates management contract or compensatory plan±
    
    These certifications are being furnished solely to accompany this
report pursuant to 18 U.S.C. 1350, and are not being filed for
purposes of Section 18 of the Securities Exchange Act of 1934 and are
not to be incorporated by reference into any filing of the registrant,
whether made before or after the date hereof, regardless of any
general incorporation language in such filing.(1)
    
    Filed with the registrants Amendment No. 1 to Current Report on Form 8-K/A on May 1, 2006
(SEC file number 001-32157-06796248)(2)
    
    Filed with the registrants Annual Report on Form 10-K on March 16, 2006 (SEC file number
001-32157-06693266)(3)
    
    Filed with the registrants Current Report on Form 8-K on December 15, 2008 (SEC file number
001-32157-081249921)(4)
    
    Filed with the registrants Registration Statement on Form S-3 on June 30, 2004 (SEC file
number 333-117022-03848890)(5)
    
    Filed with the registrants Amendment No. 1 to Quarterly Report on Form 10-Q/A on October 30,
2006 (SEC file number 001-32157-061170484)(6)
    
    Filed with the registrants Current Report on Form 8-K/A on April 13, 2004 (SEC file number
000-33219-04730584)(7)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on May 12, 2004 (SEC file number
001-32157-04797806)(8)
    
    Filed with the registrants Quarterly Report on Form 10-Q on August 12, 2005 (SEC file number
001-32157-051022046)(9)
    
    Filed with the registrants Current Report on Form 8-K on September 22, 2006 (SEC file number
001-32157-061103268)(10)
    
    Filed with the registrants Current Report on Form 8-K on February 25, 2008 (SEC file number
001-32157-08638638)(11)
    
    Filed with the registrants Registration Statement on Form S-3 on August 26, 2005 (SEC file
number 333-127857-051050073)(12)
    
    Filed with the registrants Annual Report on Form 10-K on March 15, 2007 (SEC file number
001-32157-07697283)(13)
    
    Filed with the registrants Registration Statement on Form S-8 on July 13, 2005 (SEC file
number 333-126551-05951362)(14)
    
    Filed with registrants Annual Report on Form 10-K on March 17, 2008 (SEC file number
001-32157-08690952)(15)
    
    Filed with the registrants Quarterly Report on Form 10-Q on May 12, 2008 (SEC file number
001-32157-08820541)  30




---



##### Table of Contents



(16)
    
    Filed with the registrants Current Report on Form 8-K on June 7, 2008 (SEC file number
001-32157-08874724)(17)
    
    Filed with the registrants Quarterly Report on Form 10-Q on August 11, 2008 (SEC file number
001-32157-081005744)(18)
    
    Filed with the registrants Registration Statement on Form 10SB/A on January 14, 2002 (SEC
file number 000-33219-2508012)(19)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on August 14, 2003 (SEC file
number 000-33219-03848890)(20)
    
    Filed with the registrants Quarterly Report on Form 10-Q on May 8, 2007 (SEC file number
001-32157-07829156)(21)
    
    Filed with the registrants Current Report on Form 8-K on October 23, 2006 (SEC file number
001-32157-061156993)(22)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on August 10, 2004 (SEC file
number 001-32157-04963741)(23)
    
    Filed with the registrants Annual Report on Form 10-KSB on April 16, 2003 (SEC file number
000-33219-03651464)(24)
    
    Filed with the registrants Annual Report on Form 10-KSB on March 31, 2005 (SEC file number
001-32157-05719975)(25)
    
    Filed with the registrants Current Report on Form 8-K on September 8, 2006 (SEC file number
001-32157-061082484)(26)
    
    Filed with the registrants Current Report on Form 8-K on December 20, 2006 (SEC file number
001-32157-061290689)(27)
    
    Filed with the registrants Current Report on Form 8-K on April 16, 2008 (SEC file number
001-32157-08760483)(28)
    
    Filed with the registrants Current Report on Form 8-K on June 23, 2006 (SEC file number
001-32157-06922676)(29)
    
    Filed with the registrants Current Report on Form 8-K on November 3, 2006 (SEC file number
001-32157-061184445)  31




---



##### Table of Contents



SIGNATURES
  ADVENTRX Pharmaceuticals, Inc.By:
    /s/ Brian M. CulleyBrian M. CulleyChief Business Officer & Senior Vice President    Signature
    
    Title
    
    Date/s/ Brian M. Culley

Brian M. Culley
    
    Chief Business Officer and Sr. Vice President
(Principal Executive Officer)
    
    March 27, 2009/s/ Mark N.K. Bagnall

Mark N.K. Bagnall
    
    Director
(Principal
Financial and Accounting Officer)
    
    March 27, 2009/s/ Jack Lief
    
    Chair of the Board
    
    March 27, 2009Jack LiefDirectorAlexander J. Denner/s/ Michael M. Goldberg

Michael M. Goldberg
    
    Director
    
    March 27, 2009/s/ Mark J. Pykett

Mark J. Pykett
    
    Director
    
    March 27, 2009/s/ Eric K. Rowinsky

Eric K. Rowinsky
    
    Director
    
    March 27, 2009
  32




---



##### Table of Contents



PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Financial Statements:Consolidated Balance Sheets
    
    
    F-3Consolidated Statements of Operations
    
    
    F-4Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
    
    F-5  F-8Consolidated Statements of Cash Flows
    
    
    F-9  F-10Notes to Consolidated Financial Statements
    
    
    F-11  F-33Financial Statement Schedules:Financial statement schedules have been omitted for the reason that the
required information is presented in financial statements or notes thereto, the
amounts involved are not significant or the schedules are not applicable.
  F-1




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Accounting for Registration Payment Arrangements
    
  F-2




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
 December 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    9,849,904
    
    
    $
    14,780,739Short-term investments
    
    
    
    
    
    
    18,682,417Interest and other receivables
    
    
    121,736
    
    
    
    72,029Prepaid expenses
    
    
    477,902
    
    
    
    615,691Total current assets
    
    
    10,449,542
    
    
    
    34,150,876Property and equipment, net
    
    
    199,052
    
    
    
    332,444Other assets
    
    
    60,664
    
    
    
    58,305Total assets
    
    $
    10,709,258
    
    
    $
    34,541,625Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    1,721,376
    
    
    $
    552,143Accrued liabilities
    
    
    2,077,188
    
    
    
    2,317,910Accrued compensation and payroll taxes
    
    
    915,459
    
    
    
    622,762Total current liabilities
    
    
    4,714,023
    
    
    
    3,492,815Long-term liabilities
    
    
    
    
    
    
    14,270Total liabilities
    
    
    4,714,023
    
    
    
    3,507,085Commitments and contingenciesStockholders equity:Common stock, $0.001 par value; 200,000,000 shares
authorized; 90,252,572 shares issued and outstanding
at December 31, 2008 and 2007
    
    
    90,254
    
    
    
    90,254Additional paid-in capital
    
    
    131,751,439
    
    
    
    130,140,549Deficit accumulated during the development stage
    
    
    (125,846,458
    )
    
    
    (99,198,965
    )Accumulated other comprehensive income
    
    
    
    
    
    
    2,702Total stockholders equity
    
    
    5,995,235
    
    
    
    31,034,540Total liabilities and stockholders equity
    
    $
    10,709,258
    
    
    $
    34,541,625
   F-3




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 Inception(June 12, 1996)ThroughYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008(as restated)Licensing revenue
    
    $
    500,000
    
    
    $
    500,000
    
    
    $
    1,000,000Net sales
    
    
    
    
    
    
    
    
    
    
    174,830Grant revenue
    
    
    
    
    
    
    
    
    
    
    129,733Total net revenue
    
    
    500,000
    
    
    
    500,000
    
    
    
    1,304,563Cost of sales
    
    
    
    
    
    
    
    
    
    
    51,094Gross margin
    
    
    500,000
    
    
    
    500,000
    
    
    
    1,253,469Operating expenses:Research and development
    
    
    17,922,183
    
    
    
    15,934,409
    
    
    
    62,014,556Selling, general and administrative
    
    
    9,719,613
    
    
    
    8,678,853
    
    
    
    42,969,202Depreciation and amortization
    
    
    168,039
    
    
    
    197,783
    
    
    
    10,798,071In-process research and development
    
    
    
    
    
    
    
    
    
    
    10,422,130Impairment loss  write-off of
goodwill
    
    
    
    
    
    
    
    
    
    
    5,702,130Equity in loss of investee
    
    
    
    
    
    
    
    
    
    
    178,936Total operating expenses
    
    
    27,809,835
    
    
    
    24,811,045
    
    
    
    132,085,025Loss from operations
    
    
    (27,309,835
    )
    
    
    (24,311,045
    )
    
    
    (130,831,556
    )Loss on fair value of warrants
    
    
    
    
    
    
    
    
    
    
    (12,239,688
    )Interest income
    
    
    549,964
    
    
    
    2,169,005
    
    
    
    4,582,028Interest expense
    
    
    
    
    
    
    
    
    
    
    (179,090
    )Other income
    
    
    112,378
    
    
    
    
    
    
    
    112,378Loss before income taxes
    
    
    (26,647,493
    )
    
    
    (22,142,040
    )
    
    
    (138,555,928
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    Loss before cumulative effect of
change in accounting principle
    
    
    (26,647,493
    )
    
    
    (22,142,040
    )
    
    
    (138,555,928
    )Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    (25,821
    )Net loss
    
    
    (26,647,493
    )
    
    
    (22,142,040
    )
    
    
    (138,581,749
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (621,240
    )Net loss applicable to common stock
    
    $
    (26,647,493
    )
    
    $
    (22,142,040
    )
    
    $
    (139,202,989
    )Loss per common share  basic and
diluted
    
    $
    (0.30
    )
    
    $
    (0.25
    )Weighted average shares outstanding
basic and diluted
    
    
    90,252,572
    
    
    
    89,912,732
   F-4




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 
 Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
  DeficitAccumulated
    
    
    accumulated
    
    
    
    
    
    
    TotalCumulative convertible
    
    
    Cumulative convertible
    
    
    Cumulative convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    during the
    
    
    Treasury
    
    
    stockholderspreferred stock, series A
    
    
    preferred stock, series B
    
    
    preferred stock, series C
    
    
    Common stock
    
    
    paid-in
    
    
    comprehensive
    
    
    development
    
    
    stock,
    
    
    equity
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    stage
    
    
    at cost
    
    
    (deficit)
    
    
    lossBalances at June 12, 1996 (date of
incorporation)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Sale of common stock without par value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    503
    
    
    
    5
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Change in par value of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock and net
liabilities assumed in acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,716,132
    
    
    
    1,716
    
    
    
    3,224
    
    
    
    
    
    
    
    (18,094
    )
    
    
    
    
    
    
    (13,154
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,010,111
    
    
    
    2,010
    
    
    
    456
    
    
    
    
    
    
    
    (2,466
    )
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (259,476
    )
    
    
    
    
    
    
    (259,476
    )
    
    $
    (259,476
    )Balances at December 31, 1996
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,726,746
    
    
    
    3,727
    
    
    
    3,689
    
    
    
    
    
    
    
    (280,036
    )
    
    
    
    
    
    
    (272,620
    )
    
    $
    (259,476
    )Sale of common stock, net of offering
costs of $9,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,004,554
    
    
    
    1,004
    
    
    
    1,789,975
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,790,979Issuance of common stock in acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375,891
    
    
    
    376
    
    
    
    887,874
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    888,250Minority interest deficiency at
acquisition charged to the Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,003
    )
    
    
    
    
    
    
    (45,003
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,979,400
    )
    
    
    
    
    
    
    (1,979,400
    )
    
    $
    (1,979,400
    )Balances at December 31, 1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,107,191
    
    
    
    5,107
    
    
    
    2,681,538
    
    
    
    
    
    
    
    (2,304,439
    )
    
    
    
    
    
    
    382,206
    
    
    $
    (1,979,400
    )Rescission of acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375,891
    )
    
    
    (376
    )
    
    
    (887,874
    )
    
    
    
    
    
    
    561,166
    
    
    
    
    
    
    
    (327,084
    )Issuance of common stock at conversion
of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450,264
    
    
    
    451
    
    
    
    363,549
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364,000Expense related to stock warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,204,380
    )
    
    
    
    
    
    
    (1,204,380
    )
    
    $
    (1,204,380
    )Balances at December 31, 1998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,181,564
    
    
    
    5,182
    
    
    
    2,417,213
    
    
    
    
    
    
    
    (2,947,653
    )
    
    
    
    
    
    
    (525,258
    )
    
    $
    (1,204,380
    )Sale of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    678,412
    
    
    
    678
    
    
    
    134,322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,000Expense related to stock warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,055,485
    )
    
    
    
    
    
    
    (1,055,485
    )
    
    $
    (1,055,485
    )Balances at December 31, 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,859,976
    
    
    
    5,860
    
    
    
    2,763,535
    
    
    
    
    
    
    
    (4,003,138
    )
    
    
    
    
    
    
    (1,233,743
    )
    
    $
    (1,055,485
    )Sale of preferred stock, net of
offering costs of $76,500
    
    
    3,200
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,123,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,123,500Issuance of common stock at conversion
of notes and interest payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412,487
    
    
    
    412
    
    
    
    492,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    492,497Issuance of common stock at conversion
of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,354
    
    
    
    70
    
    
    
    83,930
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84,000Issuance of common stock to settle
obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    495,111
    
    
    
    496
    
    
    
    1,201,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,202,160Issuance of common stock for
acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,999,990
    
    
    
    7,000
    
    
    
    9,325,769
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,332,769Issuance of warrants for acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,767,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,767,664Stock issued for acquisition costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150
    
    
    
    487,350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    487,500Expense related to stock warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,000Dividends payable on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (85,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (85,000
    )Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    599,066
    
    
    
    599
    
    
    
    (599
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,701,084
    )
    
    
    
    
    
    
    (3,701,084
    )
    
    $
    (3,701,084
    )Balances at December 31, 2000
    
    
    3,200
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,586,984
    
    
    
    14,587
    
    
    
    22,299,866
    
    
    
    
    
    
    
    (7,704,222
    )
    
    
    
    
    
    
    14,610,263
    
    
    $
    (3,701,084
    )
   F-5




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
 DeficitAccumulated
    
    
    accumulated
    
    
    
    
    
    
    TotalCumulative convertible
    
    
    Cumulative convertible
    
    
    Cumulative convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    during the
    
    
    Treasury
    
    
    stockholderspreferred stock, series A
    
    
    preferred stock, series B
    
    
    preferred stock, series C
    
    
    Common stock
    
    
    paid-in
    
    
    comprehensive
    
    
    development
    
    
    stock,
    
    
    equity
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    stage
    
    
    at cost
    
    
    (deficit)
    
    
    lossDividends payable on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (256,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (256,000
    )Repurchase of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,279
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,279
    )Sale of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,741
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,741Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,493
    
    
    
    219
    
    
    
    (219
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock to pay preferred
dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,421
    
    
    
    93
    
    
    
    212,907
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213,000Detachable warrants issued with notes
payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450,000Issuance of warrants to pay operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167,138Issuance of common stock to pay operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106,293
    
    
    
    106
    
    
    
    387,165
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    387,271Issuance of preferred stock to pay
operating expenses
    
    
    137
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,339,120
    )
    
    
    
    
    
    
    (16,339,120
    )
    
    $
    (16,339,120
    )Balances at December 31, 2001
    
    
    3,337
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,005,191
    
    
    
    15,005
    
    
    
    23,389,818
    
    
    
    
    
    
    
    (24,043,342
    )
    
    
    
    
    
    
    (638,486
    )
    
    $
    (16,339,120
    )Dividends payable on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (242,400
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (242,400
    )Repurchase of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sale of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240,000
    
    
    
    240
    
    
    
    117,613
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,853Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,201
    
    
    
    100
    
    
    
    (100
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    344,573
    
    
    
    345
    
    
    
    168,477
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168,822Sale of preferred stock at $1.50 per share
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    298,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000Sale of preferred stock at $10.00 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,109
    
    
    
    701
    
    
    
    
    
    
    
    
    
    
    
    700,392
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    701,093Conversion of preferred stock into common
stock
    
    
    (3,000
    )
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800,000
    
    
    
    1,800
    
    
    
    (1,770
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preferred stock dividends forgiven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335,440Issuance of warrants to pay operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,109Issuance of common stock to pay operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,292
    
    
    
    6
    
    
    
    12,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,269Issuance of preferred stock to pay
operating expenses
    
    
    136
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,001Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    329,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    329,296Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,105,727
    )
    
    
    
    
    
    
    (2,105,727
    )
    
    $
    (2,105,727
    )Balances at December 31, 2002
    
    
    473
    
    
    
    4
    
    
    
    200,000
    
    
    
    2,000
    
    
    
    70,109
    
    
    
    701
    
    
    
    17,496,257
    
    
    
    17,496
    
    
    
    25,276,138
    
    
    
    
    
    
    
    (26,149,069
    )
    
    
    
    
    
    
    (852,730
    )
    
    $
    (2,105,727
    )
   F-6




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
 DeficitAccumulated
    
    
    accumulated
    
    
    
    
    
    
    TotalCumulative convertible
    
    
    Cumulative convertible
    
    
    Cumulative convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    during the
    
    
    Treasury
    
    
    stockholderspreferred stock, series A
    
    
    preferred stock, series B
    
    
    preferred stock, series C
    
    
    Common stock
    
    
    paid-in
    
    
    comprehensive
    
    
    development
    
    
    stock,
    
    
    equity
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    stage
    
    
    at cost
    
    
    (deficit)
    
    
    lossDividends payable on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,840
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,840
    )Conversion of Series C preferred stock
into common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70,109
    )
    
    
    (701
    )
    
    
    14,021,860
    
    
    
    14,022
    
    
    
    (13,321
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock to pay
interest on Bridge Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,830
    
    
    
    165
    
    
    
    53,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,491Sale of common stock at $0.40 per
share, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,640,737
    
    
    
    6,676
    
    
    
    2,590,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,597,332Sale of common stock at $1.00 per
share, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,701,733
    
    
    
    3,668
    
    
    
    3,989,181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,992,849Exchange of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235,291
    
    
    
    235
    
    
    
    49,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,721Issuance of common stock to pay
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230,000
    
    
    
    230
    
    
    
    206,569
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206,799Issuance of warrants to pay operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,735Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    286,033
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    286,033Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,332,077
    )
    
    
    
    
    
    
    (2,332,077
    )
    
    $
    (2,332,077
    )Balances at December 31, 2003
    
    
    473
    
    
    
    4
    
    
    
    200,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    42,491,708
    
    
    
    42,492
    
    
    
    32,556,963
    
    
    
    
    
    
    
    (28,481,146
    )
    
    
    
    
    
    
    4,120,313
    
    
    $
    (2,332,077
    )Extinguishment of dividends payable on
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,800Conversion of Series A cumulative
preferred stock
    
    
    (473
    )
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236,500
    
    
    
    236
    
    
    
    (232
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    (200,000
    )
    
    
    (2,000
    )
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    200
    
    
    
    1,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    464,573
    
    
    
    465
    
    
    
    (465
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,832
    
    
    
    23
    
    
    
    27,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,353Issuance of warrants in settlement of
a claim
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,375Sale of common stock at $1.50 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,417,624
    
    
    
    10,419
    
    
    
    15,616,031
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,626,450Payment of financing and offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,366,774
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,366,774
    )Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    524,922
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    524,922Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,747
    
    
    
    
    
    
    
    
    
    
    
    (34,747
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,701,048
    )
    
    
    
    
    
    
    (6,701,048
    )
    
    $
    (6,701,048
    )Balances at December 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,834,237
    
    
    
    53,835
    
    
    
    47,553,497
    
    
    
    
    
    
    
    (35,182,194
    )
    
    
    (34,747
    )
    
    
    12,390,391
    
    
    $
    (6,701,048
    )
   F-7




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
 DeficitAccumulated
    
    
    accumulated
    
    
    
    
    
    
    TotalCumulative convertible
    
    
    Cumulative convertible
    
    
    Cumulative convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    during the
    
    
    Treasury
    
    
    stockholderspreferred stock, series A
    
    
    preferred stock, series B
    
    
    preferred stock, series C
    
    
    Common stock
    
    
    paid-in
    
    
    comprehensive
    
    
    development
    
    
    stock,
    
    
    equity
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    stage
    
    
    at cost
    
    
    (deficit)
    
    
    lossNet loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,782,646
    )
    
    
    
    
    
    
    (24,782,646
    )
    
    $
    (24,782,646
    )Effect of change in fair value of
available- for- sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,722
    )
    
    
    
    
    
    
    
    
    
    
    (1,722
    )
    
    
    (1,722
    )Par value of shares issued in conjunction
with mezzanine financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,810,809
    
    
    
    10,811
    
    
    
    (10,811
    )
    
    
    
    
    
    
    
    
    
    
    Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,613
    
    
    
    149
    
    
    
    (149
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,258,703
    
    
    
    2,259
    
    
    
    3,071,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,073,438Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,000
    
    
    
    185
    
    
    
    144,815
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,000Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    994,874
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    994,874Issuance of stock options to non-employee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,549
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,549Issuance of common stock to vendor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    
    125
    
    
    
    258,375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    258,500Balances at December 31, 2005, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,363,362
    
    
    
    67,364
    
    
    
    52,105,329
    
    
    
    (1,722
    )
    
    
    (59,964,840
    )
    
    
    (34,747
    )
    
    
    (7,828,616
    )
    
    $
    (24,784,368
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,331,773
    )
    
    
    
    
    
    
    (29,331,773
    )
    
    $
    (29,331,773
    )Effect of change in fair value of
available- for- sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (368
    )
    
    
    
    
    
    
    
    
    
    
    (368
    )
    
    
    (368
    )Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420,161
    
    
    
    420
    
    
    
    (420
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of warrants, net of financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,103,746
    
    
    
    5,104
    
    
    
    7,686,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,691,590Acquisition of SD Pharmaceuticals. Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,099,990
    
    
    
    2,100
    
    
    
    10,161,852
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,163,952Sale of common stock at $2.75 per share,
net of offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,545,000
    
    
    
    14,545
    
    
    
    37,055,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,070,211Issuance of stock for severance agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,145
    
    
    
    60
    
    
    
    196,614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196,674Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,500
    
    
    
    93
    
    
    
    125,658
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,751Issuance of restricted stock to
non-employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    15
    
    
    
    68,635
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,650Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,697,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,697,452Issuance of stock options to non-employee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,225Cancellation of treasury stock shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,165
    )
    
    
    (23
    )
    
    
    (34,724
    )
    
    
    
    
    
    
    
    
    
    
    34,747
    
    
    
    Balances at December 31, 2006, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,676,739
    
    
    
    89,678
    
    
    
    109,166,773
    
    
    
    (2,090
    )
    
    
    (89,296,613
    )
    
    
    
    
    
    
    19,957,748
    
    
    $
    (29,332,141
    )Cumulative-effect adjustment of adopting
FASB Staff Position No. EITF 00-19-2 (see
Note 3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,116,751
    
    
    
    
    
    
    
    12,239,688
    
    
    
    
    
    
    
    30,356,439Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,142,040
    )
    
    
    
    
    
    
    (22,142,040
    )
    
    $
    (22,142,040
    )Effect of change in fair value of
available- for -sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,792
    
    
    
    
    
    
    
    
    
    
    
    4,792
    
    
    
    4,792Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    575,833
    
    
    
    576
    
    
    
    441,040
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441,616Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,414,077
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,414,077Issuance of stock options to non-employee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,908Balances at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,252,572
    
    
    
    90,254
    
    
    
    130,140,549
    
    
    
    2,702
    
    
    
    (99,198,965
    )
    
    
    
    
    
    
    31,034,540
    
    
    $
    (22,137,248
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,647,493
    )
    
    
    
    
    
    
    (26,647,493
    )
    
    $
    (26,647,493
    )Effect of change in fair value of
available-for -sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,702
    )
    
    
    
    
    
    
    
    
    
    
    (2,702
    )
    
    
    (2,702
    )Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of stock options to employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,605,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,605,908Issuance of stock options to non-employee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,982
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,982Balances at December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    90,252,572
    
    
    $
    90,254
    
    
    
    131,751,439
    
    
    $
    
    
    
    $
    (125,846,458
    )
    
    $
    
    
    
    $
    5,995,235
    
    
    $
    (26,650,195
    )
   F-8




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 Inception(June 12, 1996)ThroughYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008(as restated)Cash flows from operating activities:Net loss
    
    $
    (26,647,493
    )
    
    $
    (22,142,040
    )
    
    $
    (138,581,749
    )Adjustments to reconcile net loss to net
cash used in operating activities:Depreciation and amortization
    
    
    168,039
    
    
    
    197,783
    
    
    
    10,348,071Gain on disposal of fixed assets
    
    
    (3,598
    )
    
    
    
    
    
    
    (3,598
    )Loss on fair value of warrants
    
    
    
    
    
    
    
    
    
    
    12,239,688Amortization of debt discount
    
    
    
    
    
    
    
    
    
    
    450,000Forgiveness of employee receivable
    
    
    
    
    
    
    
    
    
    
    30,036Impairment loss  write-off of goodwill
    
    
    
    
    
    
    
    
    
    
    5,702,130Expenses related to employee stock
options and restricted stock issued
    
    
    1,605,907
    
    
    
    2,414,077
    
    
    
    7,852,562Expenses related to options issued to
non-employees
    
    
    4,983
    
    
    
    1,908
    
    
    
    204,664Expenses paid by issuance of common
stock
    
    
    
    
    
    
    78,333
    
    
    
    1,341,372Expenses paid by issuance of warrants
    
    
    
    
    
    
    
    
    
    
    573,357Expenses paid by issuance of preferred
stock
    
    
    
    
    
    
    
    
    
    
    142,501Expenses related to stock warrants
issued
    
    
    
    
    
    
    
    
    
    
    612,000Equity in loss of investee
    
    
    
    
    
    
    
    
    
    
    178,936In-process research and development
    
    
    
    
    
    
    
    
    
    
    10,422,130Write-off of license agreement
    
    
    
    
    
    
    
    
    
    
    152,866Write-off assets available-for-sale
    
    
    
    
    
    
    
    
    
    
    108,000Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    25,821Accretion of discount
    
    
    (208,103
    )
    
    
    (1,041,750
    )
    
    
    (1,249,853
    )Accretion of discount on investments in
securities
    
    
    
    
    
    
    
    
    
    
    (354,641
    )Changes in assets and liabilities, net
of effect of acquisitions:Increase in prepaid and other assets
    
    
    85,723
    
    
    
    (174,388
    )
    
    
    (907,671
    )Increase in accounts payable and
accrued liabilities
    
    
    1,221,208
    
    
    
    1,044,291
    
    
    
    4,890,731Decrease in long-term liabilities
    
    
    (14,270
    )
    
    
    (21,404
    )
    
    
    Net cash used in operating activities
    
    
    (23,787,604
    )
    
    
    (19,643,190
    )
    
    
    (85,822,647
    )Cash flows from investing activities:Proceeds from sales and maturities
of short-term investments
    
    
    33,243,602
    
    
    
    59,240,000
    
    
    
    112,788,378Purchases of short-term investments
    
    
    (14,355,784
    )
    
    
    (51,104,469
    )
    
    
    (111,183,884
    )Purchases of property and
equipment
    
    
    (64,955
    )
    
    
    (127,259
    )
    
    
    (1,030,354
    )Proceeds from sale of property and
equipment
    
    
    33,906
    
    
    
    
    
    
    
    33,906Purchase of certificate of deposit
    
    
    
    
    
    
    
    
    
    
    (1,016,330
    )
  F-9




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 Consolidated
Statements of Cash Flows
 Inception(June 12, 1996)ThroughYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008(as restated)Maturity of certificate of deposit
    
    
    
    
    
    
    
    
    
    
    1,016,330Cash paid for acquisitions, net of
cash acquired
    
    
    
    
    
    
    
    
    
    
    32,395Payment on obligation under license
agreement
    
    
    
    
    
    
    
    
    
    
    (106,250
    )Issuance of note receivable  related
party
    
    
    
    
    
    
    
    
    
    
    (35,000
    )Payments on note receivable
    
    
    
    
    
    
    
    
    
    
    405,993Advance to investee
    
    
    
    
    
    
    
    
    
    
    (90,475
    )Cash transferred in rescission of
acquisition
    
    
    
    
    
    
    
    
    
    
    (19,475
    )Cash received in rescission of
acquisition
    
    
    
    
    
    
    
    
    
    
    230,000Net cash provided by investing
activities
    
    
    18,856,769
    
    
    
    8,008,272
    
    
    
    1,025,234Cash flows from financing activities:Proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    84,151,342Proceeds from exercise of stock options
    
    
    
    
    
    
    441,616
    
    
    
    712,367Proceeds from sale or exercise of
warrants
    
    
    
    
    
    
    
    
    
    
    11,382,894Proceeds from sale of preferred stock
    
    
    
    
    
    
    
    
    
    
    4,200,993Repurchase of warrants
    
    
    
    
    
    
    
    
    
    
    (55,279
    )Payments for financing and offering
costs
    
    
    
    
    
    
    
    
    
    
    (6,483,809
    )Payments on notes payable and long
-term debt
    
    
    
    
    
    
    
    
    
    
    (605,909
    )Proceeds from issuance of notes payable
and detachable warrants
    
    
    
    
    
    
    
    
    
    
    1,344,718Net cash provided by financing
activities
    
    
    
    
    
    
    441,616
    
    
    
    94,647,317Net (decrease) increase in cash and cash
equivalents
    
    
    (4,930,835
    )
    
    
    (11,193,302
    )
    
    
    9,849,904Cash and cash equivalents at beginning of
period
    
    
    14,780,739
    
    
    
    25,974,041
    
    
    
    Cash and cash equivalents at end of period
    
    $
    9,849,904
    
    
    $
    14,780,739
    
    
    $
    9,849,904
   F-10




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 December 31, 2008
 (1)
    
    Description of Business
    (2)
    
    Going Concern
    F-11




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 (3)
    
    Summary of Significant Accounting Policies
 Basis of Presentation
  Use of Estimates
  Change in Accounting Principle for Registration Payment Arrangements and Correction of Error
    F-12




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements
December 31, 2008
  Consolidated Statement of Operations  Inception (June 12, 1996) through December 31, 2008
 As previouslyreported
    
    
    As restated
    
    
    Effect of changeLoss on fair value of warrants
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )Condensed Consolidated Statements of Operations (Unaudited)Inception (June 12, 1996) through:March 31, 2007
    
    
    June 30, 2007
    
    
    September 30, 2007As previously
    
    
    
    
    
    
    
    
    
    
    As previously
    
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of changeLoss on fair value of warrants
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )Loss before cumulative effect of change in accounting principle
    
    
    (82,650,521
    )
    
    
    (94,890,209
    )
    
    
    (12,239,688
    )
    
    
    (88,373,349
    )
    
    
    (100,613,037
    )
    
    
    (12,239,688
    )
    
    
    (94,287,473
    )
    
    
    (106,527,161
    )
    
    
    (12,239,688
    )Net loss
    
    
    (82,676,342
    )
    
    
    (94,916,030
    )
    
    
    (12,239,688
    )
    
    
    (88,399,170
    )
    
    
    (100,638,858
    )
    
    
    (12,239,688
    )
    
    
    (94,313,294
    )
    
    
    (106,552,982
    )
    
    
    (12,239,688
    )Net loss applicable to common stock
    
    
    (83,297,582
    )
    
    
    (95,537,270
    )
    
    
    (12,239,688
    )
    
    
    (89,020,410
    )
    
    
    (101,260,098
    )
    
    
    (12,239,688
    )
    
    
    (94,934,534
    )
    
    
    (107,174,222
    )
    
    
    (12,239,688
    )Inception (June 12, 1996) through:March 31, 2008
    
    
    June 30, 2008
    
    
    September 30, 2008As previously
    
    
    
    
    
    
    
    
    
    
    As previously
    
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of changeLoss on fair value of warrants
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )
    
    $
    
    
    
    $
    (12,239,688
    )
    
    $
    (12,239,688
    )Loss before cumulative effect of change in accounting principle
    
    
    (105,601,819
    )
    
    
    (117,841,507
    )
    
    
    (12,239,688
    )
    
    
    (112,027,349
    )
    
    
    (124,267,037
    )
    
    
    (12,239,688
    )
    
    
    (118,804,212
    )
    
    
    (131,043,900
    )
    
    
    (12,239,688
    )Net loss
    
    
    (105,627,640
    )
    
    
    (117,867,328
    )
    
    
    (12,239,688
    )
    
    
    (112,053,170
    )
    
    
    (124,292,858
    )
    
    
    (12,239,688
    )
    
    
    (118,830,033
    )
    
    
    (131,069,721
    )
    
    
    (12,239,688
    )Net loss applicable to common stock
    
    
    (106,248,880
    )
    
    
    (118,488,568
    )
    
    
    (12,239,688
    )
    
    
    (112,674,410
    )
    
    
    (124,914,098
    )
    
    
    (12,239,688
    )
    
    
    (119,451,273
    )
    
    
    (131,690,961
    )
    
    
    (12,239,688
    )Consolidated Statements of Stockholders Equity (Deficit)As previouslyreported
    
    
    As restated
    
    
    Effect of changeFor the year ended December 31, 2005:Net loss
    
    $
    (13,202,986
    )
    
    $
    (24,782,646
    )
    
    $
    (11,579,660
    )Additional paid-in-capital
    
    
    70,222,080
    
    
    
    52,105,329
    
    
    
    (18,116,751
    )Deficit accumulated during the development stage
    
    
    (48,385,180
    )
    
    
    (59,964,840
    )
    
    
    (11,579,660
    )Total stockholders equity
    
    
    21,867,795
    
    
    
    (7,828,616
    )
    
    
    (29,696,411
    )For the year ended December 31, 2006:Net loss
    
    
    (28,671,745
    )
    
    
    (29,331,773
    )
    
    
    (660,028
    )Additional paid-in-capital
    
    
    127,283,254
    
    
    
    109,166,773
    
    
    
    (18,116,751
    )Deficit accumulated during the development stage
    
    
    (77,056,925
    )
    
    
    (89,296,613
    )
    
    
    (12,239,688
    )Total stockholders equity
    
    
    50,314,187
    
    
    
    19,957,748
    
    
    
    (30,356,439
    )At December 31, 2007:Cumulative-effect of adopting FASB Staff Position No. EITF 00-19-2:Additional paid-in-capital
    
    
    
    
    
    
    18,116,751
    
    
    
    18,116,751Deficit accumulated during the development stage
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688Total stockholders equity
    
    
    
    
    
    
    30,356,439
    
    
    
    30,356,439Consolidated Statement of Cash FlowsInception (June 12, 1996) through December 31, 2008Loss on fair value of warrants
    
    $
    
    
    
    $
    12,239,688
    
    
    $
    12,239,688
  F-13




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements
December 31, 2008
 Condensed Consolidated Statements of Cash Flow (Unaudited)
 Inception (June 12, 1996) through:March 31, 2007
    
    
    June 30, 2007
    
    
    September 30, 2007As previously
    
    
    
    
    
    
    
    
    
    
    As previously
    
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of changeNet loss
    
    $
    (82,676,342
    )
    
    $
    (94,916,030
    )
    
    $
    (12,239,688
    )
    
    $
    (88,399,170
    )
    
    $
    (100,638,858
    )
    
    $
    (12,239,688
    )
    
    $
    (94,313,294
    )
    
    $
    (106,552,982
    )
    
    $
    (12,239,688
    )Loss on fair value of warrants
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688
    
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688
    
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688Inception (June 12, 1996) through:March 31, 2008
    
    
    June 30, 2008
    
    
    September 30, 2008As previously
    
    
    
    
    
    
    
    
    
    
    As previously
    
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of change
    
    
    reported
    
    
    As restated
    
    
    Effect of changeNet loss
    
    $
    (105,627,640
    )
    
    $
    (117,867,328
    )
    
    $
    (12,239,688
    )
    
    $
    (112,053,170
    )
    
    $
    (124,292,858
    )
    
    $
    (12,239,688
    )
    
    $
    (118,830,033
    )
    
    $
    (131,069,721
    )
    
    $
    (12,239,688
    )Loss on fair value of warrants
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688
    
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688
    
    
    
    
    
    
    
    12,239,688
    
    
    
    12,239,688
  F-14




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 Cash Equivalents
  Short-term Investments
 Accounting for Certain
Investments in Debt and Equity Securities.
  Concentrations
   Fair Value of Financial Instruments
  Property and Equipment
   F-15




---



##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 Impairment of Long-Lived Assets
  Revenue Recognition
 Revenue Recognition Revenue Arrangements with Multiple Deliverables
   Research and Development Expenses
    F-16




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  Purchased In-Process Research and Development
 Business Combinations
 Accounting for Stock-Based Compensation
 
  .
   F-17




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 
 Patent Costs
  Income Taxes
 Accounting for Uncertainty in Income Taxes-an Interpretation of
FASB Statement 109 Income Taxes
 Comprehensive Loss
  Computation of Net Loss per Common Share
   F-18




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  2008
    
    
    2007Warrants
    
    
    13,373,549
    
    
    
    13,373,549Options
    
    
    4,364,833
    
    
    
    4,020,94017,738,382
    
    
    
    17,394,489
 Supplemental Cash Flow Information
 Inception(June 12, 1996)ThroughYears Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008Supplemental disclosures of cash flow information:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    179,090Income taxes paid
    
    
    
    
    
    
    
    
    
    
    Supplemental disclosures of non-cash investing and
financing activities:Issuance of warrants, common stock and preferred
stock for:Conversion of notes payable and accrued
interest
    
    
    
    
    
    
    
    
    
    
    1,213,988Prepaid services to consultants
    
    
    
    
    
    
    
    
    
    
    1,482,781Conversion of preferred stock
    
    
    
    
    
    
    
    
    
    
    2,705Acquisitions
    
    
    
    
    
    
    
    
    
    
    24,781,555Payment of dividends
    
    
    
    
    
    
    
    
    
    
    213,000Financial advisor services in conjunction
with private placement
    
    
    
    
    
    
    
    
    
    
    1,137,456Acquisition of treasury stock in settlement of a
claim
    
    
    
    
    
    
    
    
    
    
    34,737Cancellation of treasury stock
    
    
    
    
    
    
    
    
    
    
    (34,737
    )Assumptions of liabilities in acquisitions
    
    
    
    
    
    
    
    
    
    
    1,235,907Acquisition of license agreement for long-term
debt
    
    
    
    
    
    
    
    
    
    
    161,180Cashless exercise of warrants
    
    
    
    
    
    
    
    
    
    
    4,312Dividends accrued
    
    
    
    
    
    
    
    
    
    
    621,040Trade asset converted to available for sale asset
    
    
    
    
    
    
    
    
    
    
    108,000Dividends extinguished
    
    
    
    
    
    
    
    
    
    
    408,240Trade payable converted to note payable
    
    
    
    
    
    
    
    
    
    
    83,948Issuance of warrants for return of common
stock
    
    
    
    
    
    
    
    
    
    
    50,852Detachable warrants issued with notes payable
    
    
    
    
    
    
    
    
    
    
    450,000Unrealized (gain) loss on short-term
investments
    
    
    2,702
    
    
    
    (4,792
    )
    
    
    
 New Accounting Pronouncements
   F-19




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
      Level 1 
    
    Quoted prices
in active markets for identical assets or liabilities.Level 2 
    
    Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or
liabilities.Level 3 
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities.
  F-20




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney market funds
    
    $
    9,849,904
    
    
    $
    
    
    
    $
    
    
    
    $
    9,849,904Total
    
    $
    9,849,904
    
    
    $
    
    
    
    $
    
    
    
    $
    9,849,904
  (4)
    
    Investments in Securities
  2008Gross UnrealizedCost
    
    
    Gains (Losses)
    
    
    Fair ValueCash and cash equivalents:Cash
    
    $
    9,849,904
    
    
    $
    
    
    
    $
    9,849,904Total cash and cash equivalents
    
    $
    9,849,904
    
    
    $
    
    
    
    $
    9,849,904
 2007Gross UnrealizedCost
    
    
    Gains (Losses)
    
    
    Fair ValueShort-term investments:Commercial paper
    
    $
    9,494,050
    
    
    $
    2,420
    
    
    $
    9,496,470Government debt securities
    
    
    7,438,669
    
    
    
    (1,617
    )
    
    
    7,437,052Corporate bonds
    
    
    1,748,504
    
    
    
    391
    
    
    
    1,748,895Total short-term investments
    
    $
    18,681,223
    
    
    $
    1,194
    
    
    $
    18,682,417
 (5)
    
    Property and Equipment
  Useful Lives
    
    2008
    
    
    2007Office furniture, computer and lab equipment
    
    3 - 5 years
    
    $
    720,257
    
    
    $
    754,990Computer software
    
    3 years
    
    
    103,306
    
    
    
    122,162823,563
    
    
    
    877,152Less accumulated depreciation and amortization
    
    
    
    
    (624,511
    )
    
    
    (544,708
    )Property and equipment, net
    
    
    
    $
    199,052
    
    
    $
    332,444
   F-21




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 (6)
    
    Accrued Liabilities
  2008
    
    
    2007Accrued contracts and study expenses
    
    $
    1,620,988
    
    
    $
    1,953,472Other accrued liabilities
    
    
    434,172
    
    
    
    326,428Deferred rent
    
    
    22,028
    
    
    
    38,010Accrued liabilities
    
    $
    2,077,188
    
    
    $
    2,317,910
 (7)
    
    Capital Stock and Warrants
 Common Stock
   Warrants
 Registration Payment Arrangement
  Warrants
    
    
    Exercise Price
    
    
    Expiration Date1,872,693
    *
    
    $
    1.98
    
    
    Apr-09117,000
    *
    
    $
    2.38
    
    
    Apr-09573,047
    *
    
    $
    1.98
    
    
    Jun-0910,810,809
    
    
    $
    2.26
    
    
    Jul-1213,373,549
 *
    
    These warrants contain price-based anti-dilution protection. Among
other things, this protection lowers the exercise price of these warrants in
the event we issue common stock at a price per share that is less than the
warrants then-effective exercise price, thereby allowing the warrant holders
to receive the same number of shares of our common stock for less
consideration.  F-22




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 (8)
    
    Equity Incentive Plans
  Years Ended December 31.2008
    
    
    2007Selling, general and administrative expense
    
    $
    885,427
    
    
    $
    1,440,081Research and development expense
    
    
    725,464
    
    
    
    1,054,237Stock-based compensation expense before taxes
    
    
    1,610,891
    
    
    
    2,494,318Related income tax benefits
    
    
    
    
    
    
    Stock-based compensation expense
    
    $
    1,610,891
    
    
    $
    2,494,318Net stock-based compensation expense per common
share  basic and diluted
    
    $
    0.02
    
    
    $
    0.03Stock-based compensation expense from:Stock options
    
    $
    1,610,890
    
    
    $
    2,415,985Share grant
    
    
    
    
    
    
    78,333Restricted stock awards
    
    
    
    
    
    
    $
    1,610,890
    
    
    $
    2,494,318
  2005 Equity Incentive Plan and 2008 Omnibus Incentive Plan
    F-23




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
     Weighted-AverageWeighted-
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Years
    
    
    ValueOptions outstanding at December 31, 2006
    
    
    3,767,103
    
    
    $
    2.39Granted
    
    
    1,170,733
    
    
    $
    2.63Exercised
    
    
    (575,833
    )
    
    $
    0.77Canceled/forfeited/expired
    
    
    (341,063
    )
    
    $
    3.52Options outstanding at December 31, 2007
    
    
    4,020,940
    
    
    $
    2.60
    
    
    
    6.90
    
    
    
    Granted
    
    
    2,880,500
    
    
    $
    0.49Exercised
    
    
    
    
    
    
    Cancelled/forfeited/expired
    
    
    (2,536,607
    )
    
    $
    1.62Options outstanding at December 31, 2008
    
    
    4,364,833
    
    
    $
    1.77
    
    
    
    7.09
    
    
    
    Options exercisable at December 31, 2008
    
    
    2,126,952
    
    
    $
    2.67
    
    
    
    5.82
    
    
    
    Options exercisable at December 31, 2007
    
    
    2,153,968
    
    
    $
    2.29
    
    
    
    5.30
    
    
    
    
  F-24




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
    Years Ended December 31,2008
    
    
    2007Risk-free interest rate
    
    
    2.75  3.3
    %
    
    
    4.6  4.8
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    125  149
    %
    
    
    137%  138
    %Weighted-average volatility
    
    
    146
    %
    
    
    138
    %Expected term (in
years)
    
    6.2 years
    
    
    6.1 years
   2008
    
    
    2007Risk-free interest rate
    
    
    3.3  3.7
    %
    
    
    4.0  4.8
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    147
    %
    
    
    125%  147
    %Contractual term (in
years)
    
    6.5  7.3 years
    
    
    2.5  8.3 years
   F-25




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  Options Outstanding
    
    
    Options ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AverageOutstanding
    
    
    Contractual
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseRange of Exercise Price
    

in 000s
    
    
    Life
    
    
    Price
    
    
    in 000s
    
    
    Price$0.19 to $0.54
    
    
    2,196
    
    
    
    8.63
    
    
    
    0.46
    
    
    
    338
    
    
    
    0.44$2.28 to $2.75
    
    
    1,442
    
    
    
    5.65
    
    
    
    2.52
    
    
    
    1,171
    
    
    
    2.50$2.86 to $4.89
    
    
    727
    
    
    
    5.29
    
    
    
    4.20
    
    
    
    618
    
    
    
    4.234,365
    
    
    
    7.09
    
    
    
    1.77
    
    
    
    2,127
    
    
    
    2.67
 Employee Stock Purchase Plan
  (9)
    
    Commitments
 Operating Leases
   Year Ending December 31,2009
    
    $
    192,7312010
    
    
    10,3752011
    
    
    2,452Total
    
    $
    205,558
  F-26




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 (10)
    
    Material License Agreements
 Theragenex Agreement
   (11)
    
    Registration Payment Arrangement
   
    
    For each 30-day period that a Filing Failure, Effectiveness Failure or
Maintenance Failure remains uncured, we will pay an amount equal to the purchase price
paid to us for all Shares then held by such Purchaser multiplied by 1% for the first
30-day period or any portion thereof and increasing by an
additional 1% with regard to each additional 30-day period until such Filing Failure,
Effectiveness Failure or Maintenance Failure is cured.
  F-27




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 
    
    For any partial 30-day period in which a Filing Failure, Effectiveness Failure
or Maintenance Failure exists but is cured prior to the end of the 30-day period, we
will pay the Purchasers a pro rata portion of the amount which would be due if the
failure continued for the entire 30-day period. For example, if the purchase price paid
for all Shares then held by a Purchaser is $5,000,000, then, (a) at the end of the 30th
day, the Liquidated Damages would be 1% or $50,000, (b) at the end of the 60th day, the
Liquidated Damages for the first 30-day period would have been 1% or $50,000 and for
the second 30-day period would be 2% or $100,000, and (c) at the end of the 105th day,
the Liquidated Damages for the first 30-day period would have been 1% or $50,000, for
the second 30-day period 2% or $100,000, for the third 30-day period 3% or $150,000,
and for the final 15-day period, 4% applied pro rata to such 15 days, or $100,000.
     (12)
    
    Income Taxes
   F-28




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  2008
    
    
    2007Income tax expense at federal statutory rate
    
    $
    9,060,000
    
    
    $
    7,503,000State taxes
    
    
    (2,000
    )
    
    
    (2,000
    )R & D Credit
    
    
    310,000
    
    
    
    628,000Stock options
    
    
    (542,000
    )
    
    
    (432,000
    )Net operating true-ups
    
    
    1,600,000
    
    
    
    Other
    
    
    49,000
    
    
    
    (152,000
    )Change in federal valuation allowance
    
    
    (10,475,000
    )
    
    
    (7,545,000
    )Total Tax Expense/(Benefit) on Continuing Operations
    
    $
    
    
    
    $
    
       F-29




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  December 31,2008
    
    
    2007Deferred tax assets:Accrued expenses
    
    $
    248,776
    
    
    $
    150,210Stock options expense under SFAS No. 123
    
    
    1,677,809
    
    
    
    1,675,824Net operating loss carryforwards
    
    
    33,102,741
    
    
    
    22,338,915Income tax credit carryforwards
    
    
    2,262,374
    
    
    
    1,729,194Property, plant and equipment
    
    
    41,056
    
    
    
    38,065Intangibles
    
    
    2,285,263
    
    
    
    1,535,487Other
    
    
    6,553
    
    
    
    577Total deferred tax assets
    
    
    39,624,572
    
    
    
    27,468,272Less: valuation allowance
    
    
    (39,624,572
    )
    
    
    (27,468,272
    )Total deferred tax assets, net of valuation allowance
    
    $
    
    
    
    $
    
   (13)
    
    Litigation
  (14)
    
    401(k)Plan
   F-30




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
 (15)
    
    Segment Information
  (16)
    
    Summary of Quarterly Financial Data (unaudited)
  Quarterly statement of operations data
    
    Quarters Endedfor 2008 (unaudited):
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Licensing revenue
    
    $
    
    
    
    $
    500,000
    
    
    $
    
    
    
    $
    Gross margin
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    Loss from operations
    
    
    (6,232,280
    )
    
    
    (6,691,199
    )
    
    
    (6,856,013
    )
    
    
    (7,530,343
    )Net loss
    
    
    (5,933,072
    )
    
    
    (6,425,530
    )
    
    
    (6,776,863
    )
    
    
    (7,512,028
    )Basic and diluted net loss per share
    
    $
    (0.07
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )
    
    $
    (0.08
    )Basic and diluted weighted average
number of shares of common stock
outstanding
    
    
    90,252,572
    
    
    
    90,252,572
    
    
    
    90,252,572
    
    
    
    90,252,572
 Quarterly statement of operations data
    
    Quarters Endedfor 2007 (unaudited):
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Licensing revenue
    
    $
    500,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross margin
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    Loss from operations
    
    
    (5,745,998
    )
    
    
    (6,299,042
    )
    
    
    (6,446,415
    )
    
    
    (5,819,590
    )Net loss
    
    
    (5,123,814
    )
    
    
    (5,722,828
    )
    
    
    (5,914,124
    )
    
    
    (5,381,274
    )Basic and diluted net income (loss) per share
    
    $
    (0.06
    )
    
    $
    (0.06
    )
    
    $
    (0.07
    )
    
    $
    (0.06
    )Basic and diluted weighted average number of
shares of common stock outstanding
    
    
    89,676,739
    
    
    
    89,706,739
    
    
    
    90,007,509
    
    
    
    90,252,572
 (17)
    
    Severance Related Expenses
     F-31




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
  (18)
    
    Subsequent Events
       F-32




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##### Table of Contents



ADVENTRX Pharmaceuticals, Inc. and Subsidiaries   Notes to Consolidated Financial Statements (continued)
December 31, 2008
    F-33




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##### Table of Contents



Exhibit Index
 Exhibit
    
    Description2.1
    (1)
    
    Agreement and Plan of Merger, dated April 7, 2006, among the registrant, Speed Acquisition,
Inc., SD Pharmaceuticals, Inc. and certain individuals named therein (including exhibits
thereto)3.1
    (2)
    
    Amended and Restated Certificate of Incorporation of the registrant3.2
    (3)
    
    Amended and Restated Bylaws of the registrant (formerly known as Biokeys Pharmaceuticals, Inc.)4.1
    (4)
    
    Form of Registration Rights Agreement entered into in October and November 2001 (including the
original schedule of holders)4.2
    (5)
    
    $2.50 Warrant to Purchase Common Stock issued on April 12, 2002 to Emisphere Technologies, Inc.4.3
    (4)
    
    Form of $0.60 Warrant to Purchase Common Stock issued May 28, 2003 (including the original
schedule of holders)4.4
    (4)
    
    Form of $1.25 Warrant to Purchase Common Stock issued between October 15, 2003 and December 29,
2003 (including the original schedule of holders)4.5
    (4)
    
    Common Stock and Warrant Purchase Agreement, dated as of April 5, 2004, among the registrant
and the Investors (as defined therein)4.6
    (4)
    
    Registration Rights Agreement, dated April 5, 2004, among the registrant and the Investors (as
defined therein)4.7
    (4)
    
    Form of $2.00 A-1 Warrant to Purchase Common Stock issued April 8, 2004 (including the original
schedule of holders)4.8
    (4)
    
    Form of $2.50 A-2 Warrant to Purchase Common Stock issued April 8, 2004 (including the original
schedule of holders)4.9
    (6)
    
    Common Stock and Warrant Purchase Agreement, dated April 8, 2004, between the registrant and CD
Investment Partners, Ltd.4.10
    (6)
    
    Registration Rights Agreement, dated April 8, 2004, between the registrant and CD Investment
Partners, Ltd.4.11
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to CD Investment Partners,
Ltd.4.12
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to Burnham Hill Partners4.13
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to Ernest Pernet4.14
    (6)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 8, 2004 to W.R. Hambrecht + Co., LLC4.15
    (7)
    
    Common Stock and Warrant Purchase Agreement, dated April 19, 2004, between the registrant and
Franklin M. Berger4.16
    (7)
    
    Registration Rights Agreement, dated April 19, 2004, between the registrant and Franklin M.
Berger4.17
    (7)
    
    $2.00 A-1 Warrant to Purchase Common Stock issued on April 19, 2004 to Franklin M. Berger4.18
    (8)
    
    Securities Purchase Agreement, dated July 21, 2005, among the registrant and the Purchasers (as
defined therein)4.19
    (8)
    
    Rights Agreement, dated July 27, 2005, among the registrant, the Icahn Purchasers and Viking
(each as defined therein)4.20
    (9)
    
    First Amendment to Rights Agreement, dated September 22, 2006, among the registrant and the
Icahn Purchasers (as defined therein)4.21
    (10)
    
    Second Amendment to Rights Agreement, dated February 25, 2008, among the registrant and the
Icahn purchasers (as defined therein)4.22
    (8)
    
    Form of $2.26 Common Stock Warrant issued on July 27, 2005 (including the original schedule of
holders)




---



##### Table of Contents



Exhibit
    
    Description4.23
    (8)
    
    Form of $2.26 Common Stock Warrant issued on July 27, 2005 (including the original schedule of
holders)4.24
    (12)
    
    $0.50 Warrant (WC-291) to Purchase Common Stock transferred on June 15, 2005 to S. Neborsky and
R Neborsky TTEE Robert J. Neborsky MD Inc Comb Retirement Trust4.25
    (11)
    
    $0.50 Warrant (WC-292) to Purchase Common Stock transferred on June 15, 2005 to S. Neborsky and
R Neborsky TTEE Robert J. Neborsky MD Inc Comb Retirement Trust4.26
    (11)
    
    $2.50 Warrant to Purchase Common Stock issued on October 22, 2004 to Thomas J. DePetrillo10.1
    #(12)
    
    2005 Equity Incentive Plan10.2
    #(13)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan10.3
    #(14)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan (for director option grants
beginning in 200810.4
    #(15)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan (for option grants to
employees approved in March 2008)10.5
    #(2)
    
    Form of Restricted Share Award Agreement under the 2005 Equity Incentive Plan10.6
    #(13)
    
    2005 Employee Stock Purchase Plan10.7
    #(13)
    
    Form of Subscription Agreement under the 2005 Employee Stock Purchase Plan10.8
    #(16)
    
    2008 Omnibus Incentive Plan10.9
    #(17)
    
    Form of Non-Statutory Stock Option Grant Agreement (for directors) under the 2008 Omnibus
Incentive Plan10.10
    #(17)
    
    Form of Non-Statutory/Incentive Stock Option Grant Agreement (for consultants / employees)
under the 2008 Omnibus Incentive Plan10.11
    #(15)
    
    2008 Incentive Plan10.12
    *(18)
    
    Option and License Agreement, dated January 23, 1998, between the registrant and the University
of Southern California10.13
    (3)
    
    First Amendment to License Agreement, dated August 16, 2000, between the registrant and the
University of Southern California10.14
    *(18)
    
    Option and License Agreement, dated August 17, 2000, between the registrant and the University
of Southern California10.15
    *(19)
    
    Amendment to Option and License Agreement, dated April 21, 2003, between the registrant and the
University of Southern California10.16
    *(20)
    
    Second Amendment to Option and License Agreement, dated January 25, 2007, between the
registrant and the University of Southern California10.17
    *(2)
    
    Agreement, effective as of May 1, 2005, between the registrant and Pharm-Olam International Ltd.10.18
    (2)
    
    Amendment dated July 19, 2005 to the Agreement between the registrant and Pharm-Olam
International Ltd.10.19
    (21)
    
    License Agreement, dated October 20, 2006, between the registrant, through its wholly-owned
subsidiary SD Pharmaceuticals, Inc., and Theragenex, LLC10.20
    (14)
    
    License Agreement, dated December 10, 2005, between SD Pharmaceuticals, Latitude
Pharmaceuticals and Andrew Chen, including a certain letter, dated November 20, 2007,
clarifying the scope of rights thereunder10.21
    (22)
    
    Standard Multi-Tenant Office Lease  Gross, dated June 3, 2004, between the registrant and
George V. Casey & Ellen M. Casey, Trustees of the Casey Family Trust dated June 22, 199810.22
    (2)
    
    First Amendment to the Standard Multi-Tenant Office Lease  Gross, dated June 3, 2004 between
the registrant and George V. & Ellen M. Casey, Trustees of the Casey Family Trust dated June
22, 1998




---



##### Table of Contents



Exhibit
    
    Description10.23
    #(23)
    
    Offer letter, dated March 5, 2003, to Joan M. Robbins10.24
    #
    
    Confidential Separation Agreement and General Release of All Claims, effective December 4,
2008, between the registrant and Joan M. Robbins10.25
    #(24)
    
    Offer letter, dated November 15, 2004, to Brian M. Culley10.26
    #(25)
    
    Severance Agreement and Release of All Claims, dated September 7, 2006, with Carrie Carlander10.27
    #(25)
    
    Consulting Agreement, dated September 7, 2006, with Carrie Carlander10.28
    #(25)
    
    Offer letter, dated September 7, 2006, to James A. Merritt10.29
    #(14)
    
    Letter agreement regarding terms of separation with James A. Merritt, effective as of February
12, 200810.30
    #(25)
    
    Form of Stock Option Agreement between the registrant and James A. Merritt (included in Exhibit
10.28)10.31
    #(26)
    
    Offer letter, dated December 13, 2006, to Gregory P. Hanson10.32
    #(26)
    
    Stock Option Agreement, effective December 20, 2006, between the registrant and Gregory P.
Hanson10.33
    #(27)
    
    Letter Agreement regarding terms of separation with Gregory P. Hanson, dated April 2, 200810.34
    #(27)
    
    Consulting Agreement, dated April 2, 2008, with Gregory P. Hanson10.35
    #(17)
    
    Offer letter, dated April 1, 2008, to Mark N.K. Bagnall (including Exhibits A, B and C thereto)10.36
    #
    
    Confidential Separation Agreement and General Release of All Claims, effective December 31,
2008, between the registrant and Evan M. Levine, including letter, dated November 7, 2008,
related thereto10.37
    (21)
    
    Form of Director and Officer Indemnification Agreement10.38
    #(28)
    
    Director compensation policy10.39
    (29)
    
    Placement Agency Agreement, dated November 2, 2006, among the registrant, ThinkEquity Partners
LLC and Fortis Securities LLC21.1
    
    
    List of Subsidiaries23.1
    
    
    Consent of J.H. Cohn LLP, Independent Registered Public Accounting Firm31.1
    
    
    Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a)31.2
    
    
    Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a)32.1
    ±
    
    Certification of principal executive officer and principal financial officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Indicates that confidential treatment has been requested or granted to certain portions,
which portions have been omitted and filed separately with the SEC#
    
    Indicates management contract or compensatory plan±
    
    These certifications are being furnished solely to accompany this
report pursuant to 18 U.S.C. 1350, and are not being filed for
purposes of Section 18 of the Securities Exchange Act of 1934 and are
not to be incorporated by reference into any filing of the registrant,
whether made before or after the date hereof, regardless of any
general incorporation language in such filing.(1)
    
    Filed with the registrants Amendment No. 1 to Current Report on Form 8-K/A on May 1, 2006
(SEC file number 001-32157-06796248)(2)
    
    Filed with the registrants Annual Report on Form 10-K on March 16, 2006 (SEC file number
001-32157-06693266)(3)
    
    Filed with the registrants Current Report on Form 8-K on December 15, 2008 (SEC file number
001-32157-081249921)




---



##### Table of Contents



(4)
    
    Filed with the registrants Registration Statement on Form S-3 on June 30, 2004 (SEC file
number 333-117022-03848890)(5)
    
    Filed with the registrants Amendment No. 1 to Quarterly Report on Form 10-Q/A on October 30,
2006 (SEC file number 001-32157-061170484)(6)
    
    Filed with the registrants Current Report on Form 8-K/A on April 13, 2004 (SEC file number
000-33219-04730584)(7)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on May 12, 2004 (SEC file number
001-32157-04797806)(8)
    
    Filed with the registrants Quarterly Report on Form 10-Q on August 12, 2005 (SEC file number
001-32157-051022046)(9)
    
    Filed with the registrants Current Report on Form 8-K on September 22, 2006 (SEC file number
001-32157-061103268)(10)
    
    Filed with the registrants Current Report on Form 8-K on February 25, 2008 (SEC file number
001-32157-08638638)(11)
    
    Filed with the registrants Registration Statement on Form S-3 on August 26, 2005 (SEC file
number 333-127857-051050073)(12)
    
    Filed with the registrants Annual Report on Form 10-K on March 15, 2007 (SEC file number
001-32157-07697283)(13)
    
    Filed with the registrants Registration Statement on Form S-8 on July 13, 2005 (SEC file
number 333-126551-05951362)(14)
    
    Filed with registrants Annual Report on Form 10-K on March 17, 2008 (SEC file number
001-32157-08690952)(15)
    
    Filed with the registrants Quarterly Report on Form 10-Q on May 12, 2008 (SEC file number
001-32157-08820541)(16)
    
    Filed with the registrants Current Report on Form 8-K on June 7, 2008 (SEC file number
001-32157-08874724)(17)
    
    Filed with the registrants Quarterly Report on Form 10-Q on August 11, 2008 (SEC file number
001-32157-081005744)(18)
    
    Filed with the registrants Registration Statement on Form 10SB/A on January 14, 2002 (SEC
file number 000-33219-2508012)(19)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on August 14, 2003 (SEC file
number 000-33219-03848890)(20)
    
    Filed with the registrants Quarterly Report on Form 10-Q on May 8, 2007 (SEC file number
001-32157-07829156)(21)
    
    Filed with the registrants Current Report on Form 8-K on October 23, 2006 (SEC file number
001-32157-061156993)(22)
    
    Filed with the registrants Quarterly Report on Form 10-QSB on August 10, 2004 (SEC file
number 001-32157-04963741)(23)
    
    Filed with the registrants Annual Report on Form 10-KSB on April 16, 2003 (SEC file number
000-33219-03651464)(24)
    
    Filed with the registrants Annual Report on Form 10-KSB on March 31, 2005 (SEC file number
001-32157-05719975)(25)
    
    Filed with the registrants Current Report on Form 8-K on September 8, 2006 (SEC file number
001-32157-061082484)(26)
    
    Filed with the registrants Current Report on Form 8-K on December 20, 2006 (SEC file number
001-32157-061290689)(27)
    
    Filed with the registrants Current Report on Form 8-K on April 16, 2008 (SEC file number
001-32157-08760483)(28)
    
    Filed with the registrants Current Report on Form 8-K on June 23, 2006 (SEC file number
001-32157-06922676)(29)
    
    Filed with the registrants Current Report on Form 8-K on November 3, 2006 (SEC file number
001-32157-061184445)