Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Waiting for the BOD defenders to start spinning. Rebecca already has
We Are Dependent Upon A Joint Venture In Which Our Role Is Of A Passive Nature For Substantially All Of Our Income
In June 2005, we entered into a joint venture with TPL, pursuant to which TPL is responsible for the licensing and enforcement of our microprocessor patent portfolio. This joint venture has been the source of substantially all of our income since June 2005. Therefore, in light of the absence of significant revenue from other sources, we should be regarded as entirely dependent on the success or failure of the licensing and prosecution efforts of TPL on behalf of the joint venture, and the ability of TPL to obtain capital when necessary to fund its operations. In December 2009 and January 2010, we provided operational funding by loaning TPL $950,000 and $1,000,000, respectively. The $1,000,000 note which was due to be repaid by February 28, 2010 is currently in default, and we have provided a full allowance against this receivable. We do not anticipate making additional loans to TPL, and its ability to access liquidity from other sources is not certain
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Overview
In June 2005, we entered into a series of agreements with Technology Properties Limited (“TPL”) and others to facilitate the pursuit of unlicensed users of our intellectual property. We intend to continue our joint venture with TPL to pursue license agreements with unlicensed users of our technology. We believe that utilizing the option of working through TPL, as compared to creating and using our own licensing team for those activities, avoids a competitive devaluation of our principal assets and is a prudent way to achieve the desired results as we seek to obtain fair value from users of our intellectual property.
Through the date of this filing we and TPL each contributed $580,000 to fund the working capital of Phoenix Digital Solutions, LLC (“PDS”). We expect the contributions to continue in the future due to the working capital demands of PDS. Additionally, we have loaned TPL $1,950,000 intened to cover operating costs including the furtherance of licensing our MMP Portfolio of microprocessor patents. At February 28, 2010, we have reserved $1,013,151 against the $1,000,000 note receivable which includes accrued interest
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On August 17, 2009, the management committee of PDS resolved to pay TPL $500,000 per quarter beginning on June 1, 2009 and continuing through May 31, 2010 relating to TPL’s special work and effort regarding the MMP litigation and U.S. Patent Office re-examinations. In the event that PDS has insufficient funds to make such payments, we are required to advance half of the quarterly amount to PDS. Our advance to PDS will be without interest and must be repaid to us no later than May 31, 2010. In August 2009, TPL received two $500,000 payments from PDS pursuant to this agreement, the first of which is in dispute. At November 30, 2009, $500,000 was accrued by PDS pursuant to this agreement and funded to TPL by PDS in December 2009. At February 28, 2010 $500,000 was accrued by PDS pursuant to this agreement. These amounts are included in the legal and third-party expert fees, other related third-party costs and expenses, and certain internally generated costs listed above. As of the date of this filing, we have not advanced any funds to PDS under this resolution and do not anticipate any advances to PDS through May 31, 2010, the termination date of this resolution
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Be well
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