Ealixir, Inc. 10-K

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. (a) MARKET INFORMATION. Our common stock first began trading on the OTC Bulletin Board on May 9, 1997. On December 29, 1999, trading in our common stock moved to the American Stock Exchange ("AMEX"), under the symbol "DLK". On August 14, 2000, trading in our common stock moved to the Nasdaq National Market ("Nasdaq"), under the symbol "XLNK". On December 18, 2000, trading in our common stock moved back to the AMEX under the symbol "DLK". A 2 for 1 forward stock split became effective on April 27, 2000. Share prices have been adjusted to reflect this split. The following table sets forth the high and low closing sales prices of our common stock as reported by the AMEX for the periods indicated: High Low Fiscal Year Ended March 31, 2002 Quarter ended June 30, 2001 $ 3.15 $ 1.46 Quarter ended September 30, 2001 $ 1.75 $ 0.66 Quarter ended December 31, 2001 $ 1.05 $ 0.53 Quarter ended March 31, 2002 $ 0.94 $ 0.60 Fiscal Year Ended March 31, 2003 Quarter ended June 30, 2002 $ 0.70 $ 0.25 Quarter ended September 30, 2002 $ 0.39 $ 0.14 Quarter ended December 31, 2002 $ 0.27 $ 0.10 Quarter ended March 31, 2003 $ 0.20 $ 0.11 Fiscal Year Ended March 31, 2004 Quarter ended June 30, 2003 $ 0.68 $ 0.10 Quarter ended September 30, 2003 $ 1.39 $ 0.36 Quarter ended December 31, 2003 $ 0.94 $ 0.65 Quarter ended March 31, 2004 $ 0.94 $ 0.53 (b) HOLDERS. As of March 31, 2004, we had approximately 450 shareholders of record. We believe that in excess of 15,000 beneficial owners hold shares of our common stock in depository or nominee form. (c) DIVIDENDS. We have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings, if any, to support the development and growth of our business and we do not anticipate paying any cash dividends in the foreseeable future. (d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The information required by this Item will be included in our Proxy Statement for the Annual Meeting of Shareholders to be held in September 2004 under the caption "Executive Compensation - Summary Information Concerning Stock Option Plans," which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended March 31, 2004, and is incorporated herein by reference. RECENT SALES OF UNREGISTERED SECURITIES. During the quarter ended March 31, 2004 we issued securities which were not registered under the Securities Act of 1933, as amended, as follows: In connection with a private placement of $1,028,750 that occurred in January of 2004, we issued 1,959,523 common shares at $0.525 per share and 489,881 share purchase warrants. Each warrant entitles the holder to purchase an additional share of common stock at a price of $0.8625 per share for a period of five years. In connection with the private placement, we also paid a placement fee, a portion of which was paid by the issuance of 64,350 shares of common stock and 40,476 share purchase warrants. In addition, during the quarter ended March 31, 2004, we issued a total of 16,250 shares to various suppliers of services. With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investors were sophisticated and were given complete information concerning the Company. The appropriate restrictive legend was placed on the certificates and stop transfer instructions were issued to the transfer agent. ITEM 6. SELECTED FINANCIAL DATA. The following selected consolidated financial data should be read in conjunction with Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and notes thereto and other financial information included elsewhere in this report. The selected consolidated statements of operations data for the years ended March 31, 2000, 2001, 2002, 2003 and 2004 are derived from our audited consolidated financial statements. Year Ended March 31, 2004 2003 2002 2001 2000* (unaudited) Consolidated Statement of Operations Data: Revenues $ 1,338,373 $ 1,339,190 $ 1,416,940 $ 1,910,194 $ 1,459,920 Cost of revenues 323,848 352,285 539,692 1,034,603 805,099 Gross profit 1,014,525 986,905 877,248 875,591 654,821 Operating expenses: Research and development 563,602 719,965 999,589 1,187,348 600,957 Sales and marketing 725,114 959,191 1,718,190 4,098,228 1,608,056 General and administrative 963,790 2,159,498 2,781,714 4,218,224 3,428,314 Impairment of goodwill -- -- 909,272 -- -- Impairment of intangible assets -- -- 3,420,000 -- -- Depreciation and amortization 201,181 1,255,635 2,360,771 1,786,514 -- Stock, option and warrant expense 952,473 52,455 496,181 601,932 -- Operating loss from continuing operations (2,391,635) (4,159,839) (11,808,469) (11,016,655) (4,982,507) Net loss from continuing operations (2,357,519) (3,157,234) (11,249,054) (9,913,215) (4,246,949) Net income (loss) from discontinued operations 105,834 (403,698) (7,195,424) (1,380,166) -- Gain from disposal of discontinued operations -- 128,582 -- -- -- Net loss $(2,251,685) $(3,432,350) $ (18,444,478) $ (11,293,381) $(4,246,949) Net loss per common share from continuing operations $ (0.11) $ (0.17) $ (0.66) $ (0.65) $ (0.59) Net loss per common share from discontinued operations $ 0.00 $ (0.02) $ (0.43) $ (0.09) -- Net loss per common share $ (0.11) $ (0.19) $ (1.09) $ (0.74) $ (0.59) Weighted average shares 20,604,458 18,039,262 16,975,660 15,199,895 7,213,715 Consolidated balance sheet data: Cash and cash equivalents (including restricted cash) $ 1,717,052 $ 1,969,910 $ 4,763,928 7,330,749 $ 15,673,264 Working capital 1,682,495 1,464,645 2,064,396 7,479,156 15,753,980 Total assets 3,551,930 4,648,556 10,337,063 21,769,961 16,597,406 Long-term liabilities -- 336,405 821,475 898,617 1,362,590 Preferred shareholders' equity -- -- 5,682,456 5,682,456 9,315,501 Common shareholders' equity 3,261,456 3,309,727 294,481 13,182,551 5,804,468 * Fiscal year 2000 selected financial data is presented in this table as originally filed by Semotus with the SEC. The data are not restated to take into consideration the acquisition of Five Star on December 28, 2000 under the pooling method of accounting, which, because of the discontinuance of the operations of Five Star, would have appeared only in the net loss or gain from discontinued operations.