now posted on SEDAR.
A very interesting 90+ page document - not for the faint at heart. Pages 40 through 72 outline the risk factors that the company faces. Here is a taste;
The Company has limited sales and marketing experience, although in 2011 it recruited pharmaceutical executives with significant commercialization experience in outpatient pain therapeutics.
The Company lacks financial and other resources necessary to undertake marketing and advertising activities worldwide.
The Company has no influence in sales and marketing activities for Pennsaid®
The Company has minimal influence in sales and marketing activities for Pennsaid® in the United States.
The Company, with limited exceptions, no longer controls the strategy or the execution of the clinical development program for Pennsaid® 2%, this responsibility having been contractually assumed by Mallinckrodt.
The Company has minimal influence in the worldwide sales and marketing activities for Pliaglis® as these decisions are made by Galderma
The Company’s products involve the use of potentially hazardous materials, and as a result, it is exposed to potential liability claims and costs associated with complying with laws regulating hazardous waste
The Company’s quarterly and annual operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline.
In 2012, the Company conducted an impairment analysis of goodwill and intangible assets. The Company wrote-off 100% of the goodwill value of $4.4 million and $7.5 million of the intangible asset value of which $7.2 million related to Pliaglis® and $0.3 million to Synera®. At December 31, 2012, intangible assets represented approximately 31% of the Company’s total assets.
The Company depends upon certain key members of its scientific and management teams. The loss of any of these individuals could have a material adverse effect on the Company. The Company does not maintain key-man insurance on any employee.
The Company’s operations could be disrupted if its information systems fail or if it is unsuccessful in implementing necessary upgrades. The Company’s business depends on the efficient and uninterrupted operation of computer and communications systems and networks, hardware and software systems and other information technology
Now here are a few more interesting items;
Public Company Requirements May Strain Resources
As a public company, the Company is subject to the reporting requirements of the Securities Act (Ontario), as amended, the regulations and rules thereto, including the national and multilateral instruments adopted as rules, decisions, rulings and orders promulgated under the Act and the published policy statements issued by the Ontario Securities Commission (OSC) and the listing requirements of the Toronto Stock Exchange (TSX). The ever increasing obligations of being a public company will require significant expenditures and will place additional demands on management as the Company complies with the reporting requirements of a public company. The Company may need to hire additional accounting, financial and legal staff with appropriate public company experience and technical accounting and regulatory knowledge.
In addition, actions that may be taken by significant stockholders may divert the time and attention of the Company’s Board of Directors and management from its business operations. Campaigns by significant investors to effect changes at publicly traded companies have increased in recent years. If a proxy contest were to be pursued by any of the Company’s stockholders, it could result in substantial expense to the Company and consume significant attention of management and the Board of Directors. In addition, there can be no assurance that any stockholder will not pursue actions to effect changes in the management and strategic direction of the Company, including through the solicitation of proxies from the Company's stockholders.
Dilution from Further Equity Financing and Declining Share Price
If the Company raises additional funding or completes an acquisition or merger by issuing additional equity securities, such issuance may substantially dilute the interests of shareholders of the Company and reduce the value of their investment. The market price of the Company’s common shares could decline as a result of issuances of new shares or sales by existing shareholders of common shares in the market or the perception that such sales could occur. Sales by shareholders might also make it more difficult for the Company itself to sell equity securities at a time and price that it deems appropriate
Issue of Preference Shares
The Company’s Board of Directors has the authority to issue undesignated preference shares in one or more series and, before issue, to fix the designation of, and the rights and restrictions attached to, the preference shares of each series, without consent from holders of common shares. Preference shares could be issued with voting, dividend, liquidation, dissolution, winding-up and other rights superior to those of the holders of common shares.
Management of Growth
The Company’s future growth, if any, may cause a significant strain on management, operational, financial and other resources. The ability to effectively manage growth will require the Company to improve its scientific, operational, financial and management information systems and to expand the number of, and to train, manage and motivate its employees. These demands may require the addition of new management personnel and the development of additional expertise by management. Any increase in resources devoted to research, product and business development without a corresponding increase in scientific, operational, financial and management information systems could have a material adverse effect on performance. The failure of the Company’s management team to effectively manage growth could have a material adverse effect on the Company’s business, financial condition and results of operations
Basically they are admitting they control nothing they take no responsibility for anything that can go wrong and they have no expertise - you wonder how they can can stand up and defend any bonus they have taken in the last three years. Now they are basically saying they expect a shareholder revolt. As one friend said to me after reading this - how could anyone buy shares in Nuvo after reading this?