UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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the
Registrant
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Definitive
proxy statement
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Definitive Additional
Materials
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Soliciting
Material Under § 240.14a-12
QUANTRX
BIOMEDICAL CORPORATION
(Name of
Registrant as Specified in its Charter)
(Names of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
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of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(2)
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Per
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and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
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(1)
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previously paid:
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No.:
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QUANTRX
BIOMEDICAL CORPORATION
100
South Main Street, Suite 300
Doylestown,
Pennsylvania 18901
November
5, 2009
Dear
Stockholders:
On behalf
of the board of directors and management of QuantRx Biomedical Corporation (the
“Company”), I cordially invite you to attend our annual meeting of stockholders
to be held on Thursday, December 3, 2009, at 10:00 a.m. local time, at Multnomah
Athletic Club located at 1849 SW Salmon Street, Portland, Oregon
97205.
The
matters to be acted upon at the annual meeting are fully described in the
enclosed Notice of the Annual Meeting of Stockholders and accompanying proxy
statement. The Company’s board of directors recommends a vote “FOR”
the proposals listed as items 1, 2, 3 and 4 in the Notice and described in the
enclosed proxy statement.
Your vote
is important to us. Whether or not you plan to attend in person, it
is important that your shares be represented and voted at the annual
meeting. Therefore, after reading the enclosed proxy statement,
please promptly complete, sign, date, and return your proxy card in the enclosed
envelope or vote your shares by telephone or through the internet by following
the instructions set forth on the proxy card. Your stock will be
voted in accordance with the instructions you have given in your proxy
card. You may, of course, attend the annual meeting and vote in
person even if you have previously returned your proxy card.
We look
forward to greeting you at the meeting.
Sincerely,
Walter
Witoshkin
Chairman
and Chief Executive Officer
QUANTRX
BIOMEDICAL CORPORATION
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To be
Held on December 3, 2009
To the
Stockholders of QuantRx Biomedical Corporation:
NOTICE IS
HEREBY GIVEN that the annual meeting of stockholders (the “Annual Meeting”) of
QuantRx Biomedical Corporation, a Nevada corporation (the “Company”), will be
held on Thursday, December 3, 2009, at 10:00 a.m. PDT, at Multnomah Athletic
Club located at 1849 SW Salmon Street, Portland, Oregon 97205, for the following
purposes:
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(1)
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to
elect two Class 1 Directors, to hold office until the 2011 annual meeting
or until their respective successors have been duly elected; and to elect
two Class 2 Directors, to hold office until the 2010 annual meeting of
stockholders or until their respective successors have been duly
elected;
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(2)
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to
consider and vote upon an amendment to our Articles of Incorporation to
effect a reverse stock split of the Common Stock of the Company at a ratio
of not less than one-for-two and not more than one-for-eight at any time
prior to the 2011 annual meeting of stockholders, with the exact ratio to
be set at a whole number within this range to be determined by our board
of directors in its discretion;
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(3)
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to
amend our Articles of Incorporation to increase the authorized Common
Shares of the Company to
150,000,000;
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(4)
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to
ratify the appointment of BehlerMick PS (formerly known as Williams &
Webster, P.S.) as the Company’s independent public accountants for the
year ending December 31, 2009; and
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(5)
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to
transact such other business as may properly come before the Annual
Meeting or at any adjournments or postponements
thereof.
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QuantRx’s
board of directors has fixed October 26, 2009 as the record date for determining
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof.
A proxy
statement explaining the matters to be acted upon at the Annual Meeting is
enclosed herewith. This proxy solicitation material is being mailed
to stockholders on or about November 5, 2009, and includes a copy of the
Company’s 2008 Annual Report to Stockholders.
QuantRx’s
board of directors recommends you vote “FOR” the proposals presented to you in
this proxy statement.
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE ACT PROMPTLY TO VOTE YOUR
SHARES. YOU MAY VOTE YOUR SHARES BY MARKING, SIGNING AND DATING THE
ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE PAID ENVELOPE PROVIDED. YOU
MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING
THE INSTRUCTIONS SET FORTH ON THE PROXY CARD. IF YOU ATTEND THE MEETING,
YOU MAY VOTE YOUR SHARES IN PERSON, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A
PROXY IN WRITING, BY TELEPHONE OR THROUGH THE INTERNET.
By Order
of the Board of Directors,
Walter
Witoshkin, Chairman and Chief Executive Officer
Doylestown,
Pennsylvania
November
5, 2009
QUANTRX
BIOMEDICAL CORPORATION
100
South Main Street, Suite 300
Doylestown,
Pennsylvania 18901
PROXY
STATEMENT
GENERAL
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This
proxy statement is furnished to the stockholders of QuantRx Biomedical
Corporation, of record as of October 26, 2009, in connection with the
solicitation of proxies by the Board of Directors (the “Board”) of the Company
for the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), to be
held on Thursday, December 3, 2009, at 10:00 a.m. PDT, and at any postponement
or adjournment thereof, at Multnomah Athletic Club located at 1849 SW Salmon
Street, Portland, Oregon 97205.
The
approximate date for mailing of the Notice of Annual Meeting of Stockholders,
this proxy statement and the form of proxy is November 5, 2009.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON DECEMBER 3, 2009: The Notice of Annual Meeting, Proxy
Statement and 2008 Annual Report to Stockholders are available on our website at
www.quantrx.com
.
Record
Date and Outstanding Shares
Only
holders of record of the Company’s common stock on October 26, 2009, or the
record date, are entitled to notice of and to vote at the Annual
Meeting. As of that date, there were 44,427,630 shares of common
stock outstanding (“the Outstanding Shares”) and holders are entitled to one
vote per share.
The cost
of preparing, printing and mailing this proxy statement and the proxy solicited
hereby has been or will be borne by the Company. In addition to this mailing,
proxies may be solicited by directors, officers and other employees of the
Company, without additional remuneration, in person or by telephone or facsimile
transmission. The Company will also request brokerage firms, bank
nominees, custodians, and fiduciaries to forward proxy materials to the
stockholders as of the record date and will provide reimbursement for the cost
of forwarding the proxy materials in accordance with customary practice. Your
cooperation in promptly completing, signing, dating and returning the enclosed
proxy card will help avoid additional expense.
Each
Outstanding Share entitles the holder thereof to one vote upon each matter to be
presented at the Annual Meeting. Stockholders are not entitled to cumulative
voting rights in the election of directors. A quorum, consisting of one-third of
the Outstanding Shares, must be present in person or by proxy for the
transaction of business.
If a
quorum is present:
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(i)
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Directors
are elected by a plurality of the affirmative votes cast by those shares
present in person, or represented by proxy, and entitled to vote at the
Annual Meeting. This means the nominees for directors receiving
the highest number of affirmative votes will be
elected. Abstentions and broker non-votes will not affect the
election of a candidate who receives a plurality of
votes.
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(ii)
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The
proposed amendments to the Articles of Incorporation require the approval
of a majority of the Outstanding Shares. Abstentions and broker
non-votes will not be counted as having been voted on the proposal and
will have the effect of voting against the
proposal.
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(iii)
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The
appointment of BehlerMick PS (formerly known as Williams & Webster,
P.S.), will be ratified if such proposal receives the affirmative vote of
a majority of the Outstanding Shares represented at the Annual
Meeting. Abstentions and broker non-votes will not be counted
as having been voted on the proposal and will have the effect of voting
against the proposal.
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Abstentions
and broker non-votes will be included in the determination of the number of
shares present at the Annual Meeting and for the purpose of determining whether
a quorum is present, and each will be tabulated separately. In
determining whether a proposal has been approved, in most cases an abstention or
a broker or other non-vote will have the same effect as a vote against the
proposal. In the election of directors, a broker non-vote has no
effect if a quorum is present and directors are elected by a
plurality.
Each
proxy returned to the Company will be voted in accordance with the instructions
indicated thereon. If no instructions are indicated, the shares will
be voted “FOR” the (i) election of the nominees named in this proxy statement as
directors, (ii) the proposed amendments to the Articles of Incorporation, and
(iii) ratification of the appointment of BehlerMick PS (formerly known as
Williams & Webster, P.S.) as independent public accountants for the year
ending December 31, 2009.
Stockholders
holding shares in “street name” with a broker/dealer, financial institution or
other holder of record should review the information provided to them by the
holder of record. This information will describe the procedures to be followed
in instructing the holder of record how to vote the “street name” shares
and how to revoke previously given instructions.
Any proxy
delivered pursuant to this solicitation is revocable at the option of the person
giving it at any time before it is exercised. A proxy may be revoked
prior to its exercise by delivering to the Company’s Secretary a written notice
of revocation or a duly executed proxy card bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not in and of itself constitute a revocation of a
proxy.
PROPOSAL
NO. 1 - ELECTION OF DIRECTORS
The Board
has nominated William Fleming and Shalom Hirschman as Class 1 Directors to hold
office for a term of two years (or until successors are elected and qualified)
and Walter Witoshkin and Arthur Hull Hayes, Jr. as Class 2 Directors to hold
office for a term of one year (or until successors are elected and
qualified). Each nominee is currently serving as a member of the
Board. Each Class 1 and Class 2 Director must be elected by a
plurality of the votes properly cast at the Annual Meeting.
INFORMATION
REGARDING DIRECTORS
The
following biographical descriptions set forth certain information with respect
to the four nominees for election as Class 1 and 2 Directors.
Directors and Executive
Officers
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Age
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Position
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Walter
W. Witoshkin
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64
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Chairman
and Chief Executive Officer
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William
H. Fleming, Ph.D.
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62
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Director,
CSO & President of Diagnostics
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Arthur
Hull Hayes, Jr., M.D.
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76
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Director
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Shalom
Hirschman, M.D.
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73
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Director
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Class
1 Director Nominees – Term Expiring in 2011
William H. Fleming, Ph.D.
has
served as President of Diagnostics since November 2008, Chief Scientific Officer
of QuantRx since July 2005, and as a Director and Secretary of QuantRx since
February 1994. Prior to that, he served as Vice President of
Diagnostics from August 1997 through July 2005, and as Acting CEO from 2003
until May 2005. From February 1994 through August 1997, Dr. Fleming served as
President and Chief Operating Officer. In addition, he was President, Chief
Operating Officer and a Director of ProFem from July 1993 until its merger with
QuantRx in June 1994. From April 1992 until July 1993, Dr. Fleming served as an
associate with Sovereign Ventures, a healthcare consulting firm; concurrently he
served as director of corporate development of Antivirals, Inc., a biotechnology
company involved in antisense technology. Dr. Fleming is a director of ERC, a
non-profit organization. Dr. Fleming is a Class 1 Director whose term expires in
2009.
Shalom Hirschman, M.D
. has
served as a Director of QuantRx since September 2005. Dr. Hirschman was
Professor of Medicine, Director of the Division of Infectious Diseases and
Vice-Chairman of the Department of Medicine at Mt. Sinai School of Medicine and
the Mount Sinai Hospital. He spent nearly three decades at Mt. Sinai until his
retirement. He then became the CEO, President and Chief Scientific Officer of
Advanced Viral Research Corp. from which he retired in 2004. Dr. Hirschman is a
Class 1 Director whose term expires in 2009.
Class
2 Director Nominees – Term Expiring in 2010
Walter W. Witoshkin
is
Chairman and Chief Executive Officer of QuantRx Biomedical Corporation. A
40-year veteran of the pharmaceutical, healthcare and biomedical industries, Mr.
Witoshkin began serving as a Director and Chief Executive Officer in May, 2005.
He has held senior executive positions at leading healthcare product and
pharmaceutical companies, most recently SmithKline Beecham, now Glaxo
SmithKline, where he was a Vice President of Business Development and Chief
Financial Officer. In 1989, Mr. Witoshkin established Menley & James
Laboratories, Inc., after purchasing 32 SmithKline Beecham over-the-counter
pharmaceutical and toiletry product brands. Menley & James had its initial
public offering in 1992. He earlier held several senior finance positions at
American Cyanamid, which became American Home and then Wyeth. Mr. Witoshkin
joined QuantRx from Trident Group LLC, global operational consultants to the
pharmaceutical and related healthcare industries. As a founding partner of
Trident Group, Mr. Witoshkin specialized in alternative sourcing for
manufacturing and the acquisition of technologies and products.
Mr.
Witoshkin also serves as a director of Echo Therapeutics, Inc. and a number of
privately held companies, including QuantRx’s affiliate, FluoroPharma,
Inc.
Arthur Hull Hayes, Jr., M.D.
has served as a Director of QuantRx since September 2006. Dr. Hayes
served as Commissioner of the United States Food and Drug Administration from
1981 to 1983. Dr. Hayes founded and was President and Chief Operating Officer of
MediScience Associates, Inc., a consulting organization that works with
pharmaceutical firms, biomedical companies and foreign governments, from July
1991 to January 2006, and Clinical Professor of Medicine and Pharmacology at the
Pennsylvania State University College of Medicine from 1981 to 2004. From 1986
to 1990, Dr. Hayes was President and Chief Executive Officer of E.M.
Pharmaceuticals, a North American subsidiary of Germany’s E. Merck
AG.
THE
BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED
ABOVE.
CORPORATE
GOVERNANCE
The
Company’s board of directors is currently comprised of
four directors. The four directors are divided into two
classes comprised of two Class 1 Directors (William Fleming and Shalom
Hirschman) and two Class 2 Directors (Walter Witoshkin and Arthur Hull Hayes,
Jr.). Pursuant to the Company’s bylaws, the members of each class
serve for a staggered two-year term and, at each annual meeting of stockholders,
a class of directors is elected for a two-year term to succeed the directors of
the same class whose terms are expiring. The current terms of the
Class 1 Directors and Class 2 Directors were set to expire at the next annual
meeting of stockholders.
During
the year ended December 31, 2008, the Board held seven meetings and took action
by unanimous written consent twelve times. During this period, Walter
Witoshkin and William Fleming participated in all seven meetings, Shalom
Hirschman participated in six meetings, and Arthur Hull Hayes,
Jr. participated in five meetings. The Board encourages directors to
attend the annual meeting of shareholders. Two directors attended the last
annual meeting: Mr. Witoshkin and Dr. Fleming; Dr. Hayes was ratified as a
director at the last annual meeting of shareholders.
There are
no family relationships among the Company’s directors, executive officers or
persons nominated or chosen to become directors or executive officers of the
Company.
The Board
has two standing committees: an audit committee (the “Audit Committee”) and a
compensation committee (the “Compensation Committee”).
The
members of the Audit Committee are Shalom Hirschman and William Fleming, with
Mr. Fleming chairing such committee. The Company does not yet have
an “audit committee financial expert,” as defined by SEC rules adopted
pursuant to the Sarbanes-Oxley Act of 2002, as it is still recruiting qualified
candidates to fill the position. During the last year, the audit
committee held no separate meetings. Until such time as a financial expert is
appointed, all members of the board of directors perform the responsibilities of
the audit committee, providing oversight of our accounting functions and
controls.
The Audit
Committee operates under a written charter adopted by the Board of Directors.
The Audit Committee’s charter is posted on the “Corporate Governance” section of
the “Investors” page of QuantRx’s website at
www.quantrx.com
.
As described in the Audit Committee charter, the purpose of the Audit Committee
includes, but is not limited to: (1) overseeing the accounting and financial
reporting processes of the Company and audits of the financial statements of the
Company; and (2) providing assistance to the Board with respect to its oversight
of (i) the integrity of the Company’s financial statements, (ii) the Company’s
compliance with legal and regulatory requirements, (iii) the independent
auditor’s qualifications and independence, and (iv) the performance of the
Company’s internal audit function, if any, and independent auditor.
The Audit
Committee’s duties, which are specified in the Audit Committee charter, include
but are not limited to:
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·
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appointing,
retaining, compensating, evaluating and terminating any accounting firm
engaged by the Company for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the
Company and, in its sole authority, approving all audit engagement fees
and terms as well as all non-audit engagements with the accounting
firm;
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·
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requiring
that the independent auditor, in conjunction with the Chief Financial
Officer, be responsible for seeking pre-approval for providing services to
the Company and that any request for pre-approval must inform the Audit
Committee about each service to be provided and must provide detail as to
the particular service being provided;
and
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·
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informing
each accounting firm engaged for the purpose of preparing or issuing an
audit report or to perform audit, review, or attest services for the
Company that such firm will report directly to the Audit
Committee.
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The
members of the Compensation Committee are Arthur Hull Hayes, Jr. and Shalom
Hirschman. The Compensation Committee’s charter is posted on the “Corporate
Governance” section of the “Investors” page of QuantRx’s website at
www.quantrx.com
.
As described in the Compensation Committee charter, the purpose of the
Compensation Committee includes, but is not limited to, recommending to the
Board for determination, the compensation for the Chief Executive Officer and
all other officers. During the last year, the compensation committee held no
separate meetings; the board of directors performed the responsibilities of the
compensation committee.
The
compensation committee has numerous duties and responsibilities, including but
not limited to:
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·
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establishing
and reviewing the overall compensation philosophy of the
Company;
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·
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establishing
and periodically reviewing policies in the area of executive officers
perquisites; and
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·
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considering
policies and procedures pertaining to expense accounts of executive
officers.
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The
Company currently does not have a nominating committee, but intends to formally
constitute a nominating committee and adopt a charter for such
committee. The entire Board currently participates in the recruitment
and selection of director nominees. There were no meetings of a nominating
committee in 2008.
Shareholder
Communication Process
The Board
maintains an address for receipt of shareholder and interested party
communications. Shareholders and interested parties may contact the Board of
Directors, the non-employee directors, or specific individual directors by
writing to them at Director Access; Attn: Corporate Secretary; QuantRx
Biomedical Corporation; 100 South Main Street, Suite 300; Doylestown,
Pennsylvania 18901. All communications other than routine commercial
solicitations and opinion surveys will be compiled by the Corporate Secretary
and periodically submitted to the Board or, if addressed only to individual
directors, to such individual directors. The Corporate Secretary also will
promptly advise the appropriate member of management of any concerns relating to
QuantRx’s products or services, and the Corporate Secretary will notify the
Board of the resolution of those concerns.
COMPENSATION
OF EXECUTIVE OFFICERS
Compensation
Discussion and Analysis
The
following discussion explains our compensation philosophy, objectives and
procedures and describes the forms of compensation awarded to our Chief
Executive Officer, our Chief Financial Officer and our other most
highly-compensated executive (determined as of December 31, 2008). We refer to
these individuals as our “named executive officers.” This discussion focuses on
the information contained in the tables and related footnotes and narrative
included below, primarily for 2008, but we also describe compensation actions
taken before and after 2008 to the extent that information enhances the
understanding of our executive compensation disclosure.
Philosophy,
Objectives and Procedures
Our
fundamental compensation philosophy is to align the compensation of our
executive officers with our annual and long-term business objectives and
performance and to offer compensation that will enable us to attract, retain,
and appropriately reward executive officers whose contributions are necessary
for our long-term success. We seek to reward our executive officers’
contributions to accomplishing development goals, controlling overhead
costs, and achieving revenue growth and operating profits. We operate in a
competitive environment for executive talent, and it is our belief that our
compensation packages should be competitive when compared to our peers but also
perceived as fair, when considered both externally and
internally.
The
Compensation Committee of our Board of Directors oversees the design and
administration of our executive compensation program. The principal elements of
the program are base salary, annual cash bonuses and equity awards which, to
date, have been in the form of stock options and warrants. We also provide our
executive officers with other benefits and perquisites generally available to
all employees.
Generally,
the Compensation Committee will review the compensation of our executive
officers in the latter part of the year and take action to award bonuses for the
year and reviews base salaries and bonuses for the following year. In setting
our executive officers’ total compensation, the Compensation Committee considers
individual and company performance, as well as market information regarding
compensation paid by comparable companies. The Compensation Committee takes into
consideration recommendations of our Chief Executive Officer, although he does
not participate in discussions regarding his own
compensation.
Summary
Compensation Table
The
following Summary Compensation Table sets forth summary information as to
compensation received by the Company’s Chief Executive Officer and each of the
two other most highly compensated persons who were serving as executive officers
of the Company as of December 31, 2008.
Name
And
Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All
other
Compensation
($)
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Total
($)
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Walter
W. Witoshkin,
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2008
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240,000
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-
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-
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415,692
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(1)
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-
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-
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-
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655,692
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CEO
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2007
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240,000
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75,000
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-
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153,712
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(2)
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-
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-
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-
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468,712
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Sasha
Afanassiev,
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2008
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150,000
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-
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-
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94,458
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-
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-
|
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-
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244,458
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CFO,
Treasurer & VP of Finance
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2007
|
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150,000
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|
|
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-
|
|
|
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-
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|
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10,375
|
|
|
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-
|
|
|
|
-
|
|
|
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-
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|
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160,375
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Dr.
William Fleming,
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2008
|
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140,000
|
|
|
|
-
|
|
|
|
-
|
|
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62,925
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|
|
|
-
|
|
|
|
-
|
|
|
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-
|
|
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202,925
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|
CSO,
President of Diagnostics
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2007
|
|
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129,583
|
|
|
|
-
|
|
|
|
-
|
|
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42,175
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|
|
|
-
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-
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|
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-
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|
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171,758
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|
Cindy
Horton, (3)
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2008
|
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116,875
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|
|
|
-
|
|
|
|
-
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|
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88,775
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(4)
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|
|
-
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|
|
|
-
|
|
|
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-
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|
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205,650
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|
VP
of Diagnostics
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2007
|
|
|
150,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
42,175
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
192,175
|
|
(1)
|
Includes
$16,244 related to the issuance of options from a subsidiary for his
directorship.
|
(2)
|
Includes
$35,383 related to the issuance of options from a subsidiary for his
directorship.
|
(3)
|
No
longer employed effective November 30, 2008 – reported pursuant to Item
402(M)(2)(iii) of Regulation S-K.
|
(4)
|
All
options related to this compensation were forfeited effective February 28,
2009.
|
The
amounts in the Option Awards column reflect the dollar amount recognized and
expensed for financial statement reporting purposes for the years ended December
31, 2008 and 2007, in accordance with Statement of Financial Accounting
Standards No. 123(R) of awards of stock options and thus do not represent
aggregate fair value of grants. The Company used the Black-Scholes option price
calculation to value the options granted in 2008 and 2007 using the following
assumptions: risk-free rate of 5.35% and 5.77%; volatility of 1.17 and 1.35;
actual term and exercise price of options granted.
Outstanding
Equity Awards at Year-End
|
|
Option Awards
|
Name
|
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
|
|
Number of Securities
Underlying
Unexercised Options
(#)
Unexercisable
|
|
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options
(#)
|
|
|
Option Exercise
Price
($)
|
|
Option Expiration
Date
|
Walter
W. Witoshkin,
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.50
|
|
05/03/2015
|
CEO
& President (1)
|
|
250,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.85
|
|
10/08/2017
|
|
|
291,667
|
|
|
|
-
|
|
|
|
58,333
|
|
|
|
0.80
|
|
02/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sasha
Afanassiev,
|
|
25,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1.60
|
|
04/03/2016
|
CFO,
Treasurer & VP of Finance (2)
|
|
75,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1.15
|
|
07/25/2016
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.85
|
|
10/08/2017
|
|
|
83,333
|
|
|
|
-
|
|
|
|
16,667
|
|
|
|
0.80
|
|
02/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
William Fleming,
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
1.60
|
|
04/03/2016
|
CSO,
President of Diagnostics
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.85
|
|
10/08/2017
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cindy
Horton,
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.85
|
|
10/08/2017
|
VP
of Diagnostics (4)
|
|
37,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.80
|
|
02/28/2018
|
(1)
|
Options
granted 05/03/2005, which expire 05/03/2015 vested as follows; 333,000
shares vested on May 3, 2005 and the remaining options continued to vest
with respect to 18,527 shares each monthly anniversary thereafter until
fully-vested. Options granted 10/08/2007 which expire 10/08/2017 vested
monthly over one year. Options granted 02/29/08 which expire 02/28/2018
vest monthly over one year.
|
(2)
|
Options
granted 04/03/2006 which expire 04/03/2016 vested immediately. Options
granted 07/25/2006 which expire 07/25/2016 vested January 1, 2007. Options
granted 10/08/2007 which expire 10/08/2017 vested monthly over one year.
Options granted 02/29/08 which expire 02/28/18 vest monthly over one
year.
|
(3)
|
Options
granted 04/03/2006 vest upon meeting certain sales milestones which have
not yet been met. Term of the options is ten years. Options granted
10/08/2007 which expire 10/08/2017 vested monthly over one
year.
|
(4)
|
Options
granted 10/08/2007 which were to expire 10/08/2017 vested monthly over one
year. Options granted 02/29/08 which were to expire 02/28/18 vested
monthly over one year. No longer employed effective November 30, 2008 –
all options were forfeited effective February 28,
2009.
|
There are
no outstanding stock awards as of December 31, 2008. Exercise prices of all the
above option awards were equal to or exceeded the closing stock price on the
date of grant.
The
Company used the Black-Scholes option price calculation to value the options
granted in 2008 and 2007 using the following assumptions: risk-free rate of
5.35% and 5.77%; volatility of 1.17 and 1.35; actual term and exercise price of
options granted.
We have
entered into employment contracts with our key personnel. Our executive officers
are entitled to receive cash severance payments equal to one year base salary in
the event their employment is terminated for reasons other than cause or in
connection with a change in control of QuantRx, as defined in those agreements.
At October 26, 2009, the future employment contract commitment for such key
executive based on stated termination clause was approximately $636,000. We
believe that the severance and change in control provisions of our executive
employment contracts are comparable to the provisions and benefit levels of
other companies disclosing similar plans as reported in public filings. All
other employees are “at-will” employees and may be terminated at any time by the
Company.
QuantRx
compensates independent members of the Board of Directors with cash compensation
of $5,000 and 6,250 stock options for attendance in person at each board of
directors meeting; up to a maximum of four meetings per year. All options are
granted at year end and have a term of five years and an exercise price equal to
the closing stock price on date of grant. It is anticipated that the Board of
Directors will update and revise Board compensation at an upcoming meeting of
the Board of Directors.
The
following table summarizes Director Compensation for the year ended December 31,
2008.
Name
|
|
Fees Earned
or Paid in
Cash ($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards ($)
|
|
|
Non-Equity
Incentive Plan
Compensation($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Walter
W. Witoshkin
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
William
H. Fleming, Ph.D.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dr.
Shalom Hirschman (1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Dr.
Arthur Hull Hayes, Jr. (2)
|
|
$
|
5,000
|
|
|
|
-
|
|
|
$
|
1,813
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6,813
|
|
(1)
|
Dr.
Shalom Hirschman did not receive compensation related to his directorship
pursuant to the terms of a consulting agreement in effect during 2008. He
received a monthly fee of $4,000 through May 2008. Additional details can
be found in Note 16 to the Consolidated Financial
Statements.
|
(2)
|
Dr.
Arthur H. Hayes, Jr. received an option grant at December 31, 2008 for
6,250 common shares. Material terms are as follows: December 31, 2008
grant date, exercise price of $0.35 and a five year
term.
|
The
Company used the Black-Scholes option price calculation to value the options
granted in 2008 using the following assumptions: risk-free rate of 5.35%;
volatility of 1.17; actual term and exercise price of options
granted.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of October 26, 2009 concerning
the ownership of common stock by (i) each stockholder of the Company known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (ii) each current member of the board of directors
of the Company and (iii) each executive officer of the Company named in the
Summary Compensation Table appearing under “Compensation of Directors and
Executive Officers” above.
The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act and the information is not
necessarily indicative of beneficial ownership for any other
purpose. Under that rule, beneficial ownership includes any shares as
to which the individual or entity has voting power or investment power and any
shares that the individual has the right to acquire within 60 days through the
exercise of any stock option or other right. Unless otherwise
indicated in the footnotes or table, each person or entity has sole voting and
investment power, or shares such powers with his or her spouse, with respect to
the shares shown as beneficially owned.
Name and Address of Beneficial Owner (1)
|
|
Amount and Nature of
Beneficial Ownership as of
October 26, 2009
|
|
|
Percentage of Class (2)
|
|
Walter
W. Witoshkin (3)
|
|
|
2,600,000
|
|
|
|
5.53
|
%
|
William
H. Fleming (4)
|
|
|
727,034
|
|
|
|
1.63
|
%
|
Sasha
Afanassiev (5)
|
|
|
675,000
|
|
|
|
1.50
|
%
|
Shalom
Hirschman (6)
|
|
|
506,250
|
|
|
|
1.14
|
%
|
Arthur
Hull Hayes, Jr. (7)
|
|
|
18,750
|
|
|
|
0.04
|
%
|
Evan
Levine (8)
6725
Mesa Ridge Road, Suite 100
San
Diego, CA 92121
|
|
|
3,213,650
|
|
|
|
7.23
|
%
|
Matthew
Balk (9)
590
Madison Avenue, 5th floor
New
York, NY 10022
|
|
|
5,734,259
|
|
|
|
12.91
|
%
|
Mark
Capital, LLC
6725
Mesa Ridge Road, Suite 100
San
Diego, CA 92121
|
|
|
2,446,250
|
|
|
|
5.51
|
%
|
Sherbrooke
Partners, LLC
590
Madison Avenue, 5th floor
New
York, NY 10022
|
|
|
4,508,009
|
|
|
|
10.15
|
%
|
(1)
|
Unless
indicated otherwise, the address of each person listed in the table is:
c/o QuantRx Biomedical Corporation, 100 South Main Street, Suite 300,
Doylestown, Pennsylvania 18901.
|
(2)
|
The
percentage of beneficial ownership of common stock is based on 44,427,630
shares of common stock outstanding as of October 26, 2009 and excludes all
shares of common stock issuable upon the exercise of outstanding options
or warrants to purchase common stock or conversion of any common stock
equivalents, other than the shares of common stock issuable upon the
exercise of options or warrants or the conversion of common stock
equivalents held by the named person to the extent such options or
warrants are exercisable and such common stock equivalents are convertible
within 60 days of October 26,
2009.
|
(3)
|
Ownership
is based upon 1,850,000 common stock options currently exercisable and
common stock warrants currently exercisable for 750,000 common
shares.
|
(4)
|
Ownership
includes beneficial ownership of 1,000 shares of common stock held by the
executive’s father, 50,000 common stock options currently exercisable, and
common stock warrants currently exercisable for 185,000 common
shares.
|
(5)
|
Ownership
is based on 375,000 common stock options currently exercisable and common
stock warrants currently exercisable for 300,000 common
shares.
|
(6)
|
Ownership
includes 6,250 common stock options currently
exercisable.
|
(7)
|
Ownership
is based on 18,750 common stock options currently
exercisable.
|
(8)
|
Includes
2,446,250 shares of common stock held by Mark Capital, LLC of which Evan
Levine is the managing member; 727,400 shares of common stock held by Mr.
Levine as custodian for his two children; and 40,000 shares of common
stock held by Mr. Levine in an IRA.
|
(9)
|
Includes
4,508,009 shares of common stock held by Sherbrooke Partners, LLC, of
which Matthew Balk is the sole member; and 1,220,000 shares of common
stock held by Mr. Balk as custodian for his two
children.
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires the Company’s Directors and Officers, and persons who own more than 10%
of a registered class of the Company’s equity securities (“Section 16 Persons”),
to file with the SEC initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.
Section 16 Persons are required by SEC regulation to furnish the Company with
copies of all Section 16(a) reports they file. Based on the Company’s
review of the forms it has received, on other reports filed by Section 16
Persons with the SEC and on the Company’s records, the Company believes that
during 2008, the Form 4 filed on behalf of Arthur Hull Hayes, Jr. to report the
grant of 6,250 was not filed timely.
AUDIT COMMITTEE
REPORT
We, the
audit committee, oversee the Company’s accounting and financial reporting
processes and assist the Board in its oversight of the qualifications,
independence and performance of the Company’s independent auditors. In
fulfilling our oversight responsibilities, we discussed with the Company’s
independent auditors, Williams & Webster, P.S., the overall scope and plans
for their audit. Upon completion of the audit, we discussed with Williams &
Webster, P.S. the matters required to be discussed by Statement on Auditing
Standards No. 61.
We
also
reviewed and
discussed the audited
financial statements
with management
.
We
discussed certain significant accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in those financial
statements.
We have
also
reviewed the
written disclosures and the letter from the independent accountants required by
Independence Accounting Standards No. 1 and discussed with the independent
accountants the independent accountants’ independence from management and the
Company. We determined that the services provided by Williams & Webster,
P.S. during 2008 and 2007 are compatible with maintaining such auditor’s
independence.
In
reliance on the reviews and discussions referred to above, we recommended to the
Board (and the Board approved)
that the audited 2008
financial statements be included in the Company
’
s Annual Report on Form 10-K
for the year ended December 31,
2008 and the audited
2007 financial statements be included in the Company
’
s Annual Report on Form
10-KSB for the year ended December 31,
2007 for filing with the
Securities and Exchange Commission
.
AUDIT
COMMITTEE
William
Fleming, Chairman
Shalom
Hirschman, Member
PROPOSAL NO. 2 -
APPROVAL OF AN AMENDMENT TO THE
ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT A RATIO OF NOT LESS
THAN ONE-FOR-TWO AND NOT MORE THAN ONE-FOR-EIGHT AT ANY TIME PRIOR TO THE 2011
ANNUAL MEETING OF STOCKHOLDERS, WITH THE EXACT RATIO TO BE DETERMINED BY THE
BOARD OF DIRECTORS IN ITS DISCRETION
General
The board
of directors has approved, and is hereby soliciting stockholder approval of, an
amendment to our Articles of Incorporation to effect a reverse stock split at a
ratio of between 1-for-2 to 1-for-8 in the form set forth in Appendix A to this
proxy statement. A vote
FOR
Proposal 2 will constitute approval of this amendment providing for
the combination of any whole number of shares of common stock between and
including two and eight into one share of common stock and will grant the board
of directors the authority to select which of the approved exchange ratios
within that range will be implemented. If the stockholders approve this
proposal, the board of directors will have the authority, but not the
obligation, in its sole discretion, and without further action on the part of
the stockholders, to effect a reverse stock split in any of the approved ratios
by filing a certificate of amendment to our Articles of Incorporation with the
Nevada Secretary of State at any time after the approval of the proposal. If the
certificate of amendment has not been filed with the Nevada Secretary of State
prior to the 2011 annual meeting of stockholders, the board of directors will
abandon the Amendment constituting the reverse stock split. In that case, the
board of directors may again seek stockholder approval for a reverse stock split
if it deems a reverse stock split would be advisable.
QuantRx
currently has 75,000,000 authorized shares of common stock. As of October 26,
2009, the record date for the annual meeting, 44,427,630 shares of common
stock were outstanding. The reverse stock split, if implemented, would reduce
the number of issued and outstanding shares of common stock, but would not
change the number of authorized shares, the par value or the voting rights of
the common stock and, except for the impact of the elimination of fractional
shares, each stockholder’s proportionate ownership interest in QuantRx would be
the same immediately before and after the reverse stock split.
The board
believes that stockholder approval of a range of exchange ratios (rather than an
exact exchange ratio) provides the board with maximum flexibility to achieve the
purposes of the reverse stock split. If the stockholders approve this proposal,
in connection with any determination to effect the reverse stock split, the
board will set the time for such a split and select a specific ratio at a whole
number within the range. These determinations will be made by the board with the
intention to create the greatest marketability for our common stock based upon
prevailing market conditions at that time.
The board
reserves its right to elect not to proceed with, and abandon, the reverse stock
split if it determines, in its sole discretion, that this proposal is no longer
in the best interests of QuantRx and its stockholders.
Purposes of the Reverse Stock
Split
We
believe that increasing our stock price through a reverse stock split will have
a number of benefits:
|
·
|
Increase stock price to a more
attractive level for investors.
We believe that a number
of institutional investors and investment funds are reluctant to invest in
lower-priced stocks and that brokerage firms may be reluctant to recommend
lower-priced stocks to their clients. By effecting a reverse stock split,
we believe the price of our common stock may be raised to a level where
our stock would be viewed more favorably by potential
investors.
|
|
·
|
Listing on a national
securities exchange.
In the near future, we plan to seek a listing
of our common stock on a national securities exchange such as the NASDAQ
or The American Stock Exchange®. Eligibility for listing on a
national exchange is subject to a number of criteria, such as public
float, minimum share price, number of stockholders, market capitalization,
net income and other factors. We currently meet most, but not
all, of the listing criteria for certain of the national
exchanges. One of the listing requirements that we do not
currently meet is the minimum per share price+. We believe that the
reverse split will increase our ability to meet the minimum share price
requirement at such time, if ever, that we meet the other listing
criteria.
|
|
·
|
Reduced Costs for
Investors.
We believe that when investors buy or sell
our common stock, many of them pay commissions that are based on the
number of shares bought or sold, and that brokerage commissions, as a
percentage of the total transaction, tend to be higher for lower-priced
stock. A higher stock price after a reverse stock split would reduce these
costs. Lower commissions may also make our stock an attractive investment
to additional investors.
|
|
·
|
Attract and Retain Employees
and Service Providers.
We believe that a higher stock
price will help us attract and retain employees and other service
providers who may be less likely to work for a company with a low stock
price.
|
Certain Risks Associated with the
Reverse Stock Split
|
·
|
While
the board of directors believes that a higher stock price may help
generate investor interest, there can be no assurance that the reverse
stock split will result in a per share price that will attract
institutional investors or investment funds or that such share price will
satisfy the investing guidelines of institutional investors or investment
funds. As a result, the trading liquidity of our common stock may not
necessarily improve.
|
|
·
|
There
can be no assurance that the market price per share of our common stock
immediately after the reverse stock split will remain unchanged or
increase in proportion to the reduction in the number of shares of common
stock outstanding before the reverse stock split. For example, based on
the closing market price of our common stock on October 23, 2009 of
$0.50 per share, if the board of directors decided to implement the
reverse stock split and utilize a ratio of 1-for-5, there can be no
assurance that the post-split market price of our common stock would be
$2.50 ($0.50 X 5) per share or greater. Accordingly, the total market
capitalization of our common stock after the proposed reverse stock split
may be lower than the total market capitalization before the proposed
reverse stock split and, in the future, the market price of our common
stock following the reverse stock split may not exceed or remain higher
than the market price prior to the proposed reverse stock split. In some
cases, the market price of a company’s shares declines after a reverse
stock split. We also cannot provide you with any assurance that our
shares will qualify for, or be accepted for, listing on a national
exchange.
|
|
·
|
While
the board of directors believes that a higher stock price may help us
attract and retain employees and other service providers who are less
likely to work for a company with a low stock price, there can be no
assurance that the reverse stock split will result in a per share price
that will increase our ability to attract and retain employees and other
service providers.
|
|
·
|
The
market price of our common stock will also be based on our performance and
other factors, some of which are unrelated to the number of shares
outstanding. Furthermore, the liquidity of our common stock could be
adversely affected by the reduced number of shares that would be
outstanding after the reverse stock
split.
|
Effectiveness
of the Reverse Stock Split
If the
stockholders approve the reverse stock split proposal and the board of directors
decides to implement a reverse stock split, we will file with the Secretary of
State of the State of Nevada a certificate of amendment to our Articles of
Incorporation. The reverse stock split will become effective at the time of
filing of, or at such later time and date as is specified in, the certificate of
amendment, which we refer to as the “effective time.” Beginning at the effective
time, each certificate representing shares of our common stock will be deemed
for all corporate purposes to evidence ownership of the number of whole shares
of that class into which the shares previously represented by the certificate
were combined pursuant to the reverse stock split.
Effects of the Reverse Stock Split if
Implemented
If
approved and effected, the reverse stock split will be realized simultaneously
and in the same ratio for all of the outstanding common stock. The reverse stock
split will affect all holders of our common stock uniformly and will not affect
any stockholder’s percentage ownership interest in QuantRx, except to the extent
that the reverse stock split would result in any holder of our common stock
receiving cash in lieu of fractional shares. As described below, holders of our
common stock otherwise entitled to fractional shares as a result of the reverse
stock split will receive a cash payment in lieu of such fractional shares. These
cash payments will reduce the number of post-reverse stock split holders of our
common stock to the extent there are concurrently stockholders who would
otherwise receive less than one share of common stock after the reverse stock
split. In addition, the reverse stock split will not affect any stockholder’s
proportionate voting power (subject to the treatment of fractional
shares).
After the
reverse stock split, the number of authorized shares of common stock will be
75,000,000 shares and the number of issued shares of common stock will be
approximately 5,550,000 to 22,150,000 shares depending upon the reverse
stock split ratio selected by the board. Our board of directors believes that
maintaining the same number of authorized shares of common stock, and thereby
increasing the number of shares available for future issuance, will provide us
with the certainty and flexibility to undertake various types of transactions,
including financings, acquisitions of companies or assets, strategic
transactions, increases in the shares reserved for issuance pursuant to stock
incentive plans, sales of stock or securities convertible into our common stock,
or other corporate transactions not yet determined. Certain kinds of these
transactions may have anti-takeover effects, as described in more detail below,
and certain kinds of these transactions may require stockholder approval under
Nevada law or applicable exchange rules, but the board of directors believes
that this certainty and flexibility is helpful to QuantRx and in the
stockholders’ interests.
The
principal effects of the reverse stock split would include the
following:
|
·
|
depending
on the ratio for the reverse stock split implemented by the board of
directors, each 2, 3, 4, 5, 6, 7 or 8 shares of common
stock you own will be combined into one new
share;
|
|
·
|
the
number of shares of common stock issued and outstanding will be reduced
proportionately based on the ratio selected by the board of
directors;
|
|
·
|
appropriate
adjustments will be made to stock options and stock warrants granted by
the Company to maintain the economic value of the
awards;
|
|
·
|
the
number of shares reserved for issuance under our existing stock-based
compensation plans will be reduced proportionately based on the ratio
selected by the board of directors (and any other appropriate adjustments
or modifications will be made under the plans);
and
|
|
·
|
appropriate
adjustments will be made to the number of shares of Series A-1
Preferred Stock issuable upon exercise of each of the preferred share
conversion rights granted to stockholders pursuant to our designation
(depending on the ratio selected by the board of directors) and one right
will continue to be associated with each share of common
stock.
|
The
reduction in the number of issued and outstanding shares is expected to increase
the trading price of our common stock, although there can be no assurance that
such price will increase in proportion to the ratio of the reverse stock split.
The trading price of our common stock depends on many factors, including many
which are beyond our control. As discussed above, the higher stock price may
increase investor interest and reduce resistance of brokerage firms to recommend
the purchase of our common stock. On the other hand, to the extent that negative
investor sentiment regarding our common stock is not based on our underlying
business fundamentals, the reverse stock split may not overcome such sentiment.
The
shares of common stock issued as a result of the reverse stock split will be
fully paid and non-assessable. The amendment will not change the terms of our
common stock. The post-split shares of common stock will have the same voting
rights and rights to dividends and distributions and will be identical in all
other respects to the common stock now authorized.
Effect on Certificated Shares and
Fractional Shares
As soon
as practicable after the effective date of any reverse stock split, we will
request that all stockholders holding shares of our common stock in certificate
form return their stock certificates representing shares of common stock
outstanding on the effective date in exchange for certificates representing the
number of whole shares of common stock into which the shares of old common stock
have been converted as a result of the reverse stock split. Each stockholder
will receive a letter of transmittal from our transfer agent containing
instructions on how to exchange certificates. In order to receive new
certificates, stockholders must surrender their old certificates in accordance
with the transfer agent’s instructions, together with the properly executed and
completed letter of transmittal.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT
SUBMIT
THEIR OLD CERTIFICATES UNTIL REQUESTED TO DO SO.
Beginning
with the effective date, each old certificate, until exchanged as described
above, will be deemed for all purposes to evidence ownership of the number of
whole shares of common stock previously represented by the certificate that were
combined pursuant to the reverse stock split.
No
fractional shares will be issued in connection with the reverse stock split.
Stockholders who otherwise would be entitled to receive fractional shares
because they hold a number of shares of common stock not evenly divisible by the
number selected by the board of directors for the reverse stock split ratio will
be entitled, upon surrender of any certificate(s) representing such shares, to a
cash payment in lieu thereof.
Effect on Beneficial Holders of
Common Stock (i.e. Stockholders who hold in “street
name”)
Upon the
reverse stock split, we intend to treat shares held by stockholders in “street
name,” through a bank, broker or other nominee, in the same manner as registered
stockholders whose shares are registered in their names. Banks, brokers or other
nominees will be instructed to effect the reverse stock split for their
beneficial holders holding our common stock in “street name.” However, these
banks, brokers or other nominees may have different procedures than registered
stockholders for processing the reverse stock split and making payment for
fractional shares. If a stockholder holds shares of our common stock with a
bank, broker or other nominee and has any questions in this regard, stockholders
are encouraged to contact their bank, broker or other nominee.
The
reverse stock split will not affect the par value of a share of our common
stock. As a result, as of the effective date of the reverse stock split, the
stated capital attributable to common stock on our balance sheet will be reduced
proportionately based on the reverse stock split ratio (including a retroactive
adjustment of prior periods), and the additional paid-in capital account will be
credited with the amount by which the stated capital is reduced. Reported
per-share net income or loss will be higher because there will be fewer shares
of common stock outstanding.
Potential Anti-Takeover
Effect
The
proportion of unissued authorized shares to issued shares could, under certain
circumstances, have an anti-takeover effect. For example, the issuance of a
large block of common stock could dilute the stock ownership of a person seeking
to effect a change in the composition of the board of directors or contemplating
a tender offer or other transaction for the combination of QuantRx with another
company. However, the reverse stock split proposal is not being proposed in
response to any effort of which we are aware to accumulate shares of common
stock or obtain control of QuantRx, nor is it part of a plan by management to
recommend to the board and stockholders a series of amendments to the Articles
of Incorporation. Other than the proposals contained herein, the board of
directors does not currently contemplate recommending the adoption of any other
amendments to the Articles of Incorporation that could be construed to reduce or
interfere with the ability of third parties to take over or change the control
of QuantRx.
U.S. Federal Income Tax
Consequences of the Reverse Stock Split
The
following discussion of the material U.S. federal income tax consequences
of the proposed reverse stock split is based upon the current provisions of the
Internal Revenue Code of 1986, as amended, and other legal authorities, all of
which could be changed at any time, possibly with retroactive effect. Such a
change could alter or modify the statements and conclusions set forth below. No
ruling from the Internal Revenue Service (the “IRS”) with respect to the matters
discussed below has been requested and there is no assurance that the IRS would
agree with the conclusions set forth in this discussion. The following
discussion assumes that the pre-reverse stock split shares of common stock were,
and the post-reverse-stock split shares will be, held as a “capital asset” as
defined in the Internal Revenue Code of 1986, as amended. This discussion may
not address certain U.S. federal income tax consequences that may be
relevant to particular stockholders in light of their personal circumstances or
to certain types of stockholders (such as dealers in securities, insurance
companies, foreign individuals and entities, financial institutions and
tax-exempt entities) that may be subject to special treatment under the
U.S. federal income tax laws. This discussion also does not address any tax
consequences under state, local or foreign laws.
Subject
to the discussion below concerning the treatment of the receipt of cash payments
instead of receipt of fractional shares, no gain or loss should be recognized by
a stockholder as a result of such stockholder’s exchange of pre-reverse stock
split common stock for post-reverse stock split common stock in connection with
the reverse stock split. The tax basis and holding period of each post-reverse
stock split share of common stock received (including any fraction of a
post-reverse stock split share deemed to have been received and then redeemed)
should generally be the same as the tax basis and holding period of the
pre-reverse stock split shares of common stock surrendered in connection with
receipt of the post-reverse stock split shares of common stock, with the tax
basis and holding period determined separately with respect to blocks of
pre-reverse split shares of common stock that were acquired on the same date and
at the same price. The receipt of a cash payment instead of receipt of a
fractional share interest will result in recognition of capital gain or capital
loss for U.S. federal income tax purposes. The deductibility of any capital
loss is subject to limitations.
STOCKHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF THE REVERSE STOCK SPLIT.
No Appraisal
Rights
Stockholders
do not have any appraisal rights under Nevada General Corporation Law or under
our certificate of incorporation in connection with the reverse stock
split.
Reservation of Right to Abandon
Reverse Stock Split
If the
reverse stock split is approved by our stockholders, it will be effected, if at
all, only upon a determination by the board of directors that a reverse stock
split, at a ratio determined by the board of directors as described above, is in
the best interests of QuantRx and its stockholders. The board’s determination as
to whether to effect the reverse stock split and, if so, at what ratio, will be
based upon various factors such as the existing and expected marketability and
liquidity for our common stock, prevailing market conditions, the recent trading
history of our common stock and the likely effect on the market price of our
common stock. Should the board of directors determine that the reverse stock
split is not in the best interests of QuantRx or its stockholders, the board of
directors will not proceed with the reverse stock split. By voting in favor of
the reverse stock split, you are also expressly authorizing the board of
directors to determine not to proceed with, and abandon, the reverse stock split
if it should so decide.
Vote Required and Recommendation of
the Board of Directors
The
affirmative vote of a majority of the outstanding shares of common stock is
required for approval of this proposal. Abstentions and broker non-votes will be
counted as present for purposes of determining if a quorum is present but will
have the same effect as a negative vote on this proposal.
Recommendation
THE BOARD
RECOMMENDS A VOTE FOR THE AMENDMENT TO QUANTRX’S
ARTICLES OF INCORPORATION TO
EFFECT A
REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF COMMON STOCK
.
PROPOSAL
NO. 3 - APPROVAL OF THE AMENDMENT TO QUANTRX’S ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED COMMON SHARES
Our
authorized capital currently consists of 100,000,000 shares of capital stock
consisting of 75,000,000 shares of common stock and 25,000,000 shares of
preferred stock. As of October 26, 2009, we had 44,427,630 shares of common
stock issued and outstanding and 4,060,397 shares of convertible preferred stock
issued and outstanding. On a fully diluted basis, QuantRx has 69,722,358 shares
of common stock and common stock equivalents outstanding.
Our board
of directors believes that it is necessary and prudent to amend our articles of
incorporation to increase our authorized shares of common stock from 75,000,000
to 150,000,000 shares to allow us to issue additional shares of common stock for
the purposes described below, and for any other lawful
purpose. Accordingly, our board of directors approved, subject to
stockholder approval, an amendment to our articles of incorporation to increase
the number of authorized shares of capital stock from 100,000,000 shares to
175,000,000 shares, consisting of 150,000,000 shares of common stock, par value
$0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per
share.
An
amendment of our articles of incorporation will be required to effect the
proposed increase in our authorized shares of capital stock. Appendix
B to this proxy statement sets forth the text of the form of the certificate of
amendment of articles of incorporation if the increase in our authorized shares
of capital stock is approved. Such text is subject to revision for
such changes as may be required by the Nevada Secretary of State and other
changes consistent with the proposals that we may deem necessary or
appropriate.
Purpose
and Effect of the Amendment
As
explained in more detail below, our board of directors believes that an increase
in our authorized capital stock will provide us with the flexibility to meet
business needs as they arise, to take advantage of favorable opportunities and
to respond to a changing corporate environment.
The
increased reserve of shares available for issuance would give us the flexibility
of using common stock to raise capital and/or as consideration in acquiring
other businesses. We are continuously seeking opportunities to add
more expertise and proprietary products and services to further enhance our core
capabilities through additional acquisitions of businesses. Such
acquisitions may be effected using shares of common stock or other securities
convertible into common stock and/or by using capital that may need to be raised
by selling such securities. The current number of available
authorized shares of common stock limits our ability to effect acquisitions of
businesses using shares of our common stock or issuing shares to raise capital
to fund such acquisitions or for other purposes.
The
increased reserve of shares available for issuance may also be used to
facilitate public or private financings. If required operating funds
cannot be generated by operations, we may need to, among other things, issue and
sell unregistered common stock, or securities convertible into common stock, in
private transactions. In addition, the increased reserve of shares
available for issuance may be used for our equity awards to our employees,
consultants and directors. Our board of directors believes that it is
critical to incentivize our officers and employees, to increase our revenues and
profitability, and as a result, our market value, through equity awards. Such
equity awards may also be used to attract and retain employees or in connection
with potential acquisitions as we grants options to the employees of the
acquired companies. Our board of directors believes that our ability to achieve
our growth strategy may be impaired without additional shares of authorized
common stock that could be used to provide such equity incentives.
The
flexibility of our board of directors to issue additional shares of common stock
could also enhance our ability to negotiate on behalf of our stockholders in a
takeover situation. The authorized but unissued shares of common
stock could be used by our board of directors to discourage, delay or make more
difficult a change in the control of our company. For example, such
shares could be privately placed with purchasers who might align themselves with
our board of directors in opposing a hostile takeover bid. The
issuance of additional shares could serve to dilute the stock ownership of
persons seeking to obtain control and thereby increase the cost of acquiring a
given percentage of the outstanding stock. Stockholders should
therefore be aware that approval of this proposal could facilitate future
efforts by our board of directors to deter or prevent changes in control of our
company, including transactions in which the stockholders might otherwise
receive a premium for their shares over then current market prices.
The
availability of additional shares of common stock is particularly important in
the event that our board of directors needs to undertake any of the foregoing
actions on an expedited basis and therefore needs to avoid the time (and
expense) of seeking stockholder approval in connection with the contemplated
action. If this proposal is approved by the stockholders and the
reverse stock split is effected, our board of directors does not intend to
solicit further stockholder approval prior to the issuance of any additional
shares of common stock, except as may be required by applicable law or
rules.
If this
proposal is approved, the additional authorized but unissued shares of common
stock may generally be issued from time to time for such proper corporate
purposes as may be determined by our board of directors, without further action
or authorization by our stockholders, except for some limited circumstances
where stockholder approval is required by law or the listing standards of any
stock exchange on which our common stock may be listed at such
time.
The
possible future issuance of shares of equity securities consisting of common
stock or securities convertible into common stock could affect our current
stockholders in a number of ways, including the following:
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·
|
diluting
the voting power of the current holders of common
stock;
|
|
·
|
diluting
the market price of the common stock, to the extent that the shares of
common stock are issued and sold at prices below current trading prices of
the common stock, or if the issuance consists of equity securities
convertible into common stock, to the extent that the securities provide
for the conversion into common stock at prices that could be below current
trading prices of the common stock;
|
|
·
|
diluting
the earnings per share and book value per share of the outstanding shares
of common stock; and
|
|
·
|
making
the payment of dividends on common stock potentially more
expensive.
|
In
addition, if this proposal is approved, the increased proportion of authorized
but unissued shares of our common stock to issued and outstanding shares thereof
could, under certain circumstances, have an anti-takeover effect. For
example, such a change could permit future issuances of our common stock that
would dilute the stock ownership of a person seeking to effect a change in
composition of our board of directors or contemplating a tender offer or other
transaction for the combination of our company with another
entity. The increase in our authorized capital stock, however, is not
being proposed in response to any effort of which we are aware to accumulate
shares of our common stock or to obtain control of us.
Neither
Nevada law nor our articles of incorporation or bylaws provide our stockholders
with dissenters' or appraisal rights in connection with this
proposal.
Approval
of an amendment to our articles of incorporation to increase our authorized
capital stock requires the affirmative vote of the holders of a majority of the
outstanding shares of common stock. As a result, abstentions and
broker non-votes will have the same effect as negative votes.
THE BOARD
RECOMMENDS A VOTE FOR THE AMENDMENT TO QUANTRX’S
ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON
SHARES.
PROPOSAL
NO. 4 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS
The Audit
Committee of the Board of Directors proposes that at the Annual Meeting the
Stockholders ratify the appointment of BehlerMick PS (formerly known as Williams
& Webster, P.S.) as independent public accountants of the Company for the
year ending December 31, 2009.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company
engaged
BehlerMick PS (formerly known as Williams & Webster, P.S.)
to serve as the Company
’
s independent
public account
ants for the
year ended
December
31, 200
9
.
A representative
of BehlerMickPS is expected to be available at the
Annual
Meeting, with the
opportunity to make a statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions from
stockholders. The following table represents fees billed by BehlerMick PS
over the last two years:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Audit Fees (1)
|
|
$
|
72,714
|
|
|
$
|
80,905
|
|
|
|
|
|
|
|
|
|
|
Tax Fees (2)
|
|
$
|
2,392
|
|
|
$
|
7,579
|
|
(1)
Audit Fees
- A
ggregate fees
billed for professional services for the audit of the Company
’
s annual financial
statements and review of financial statements included in the
Company
’s Forms 10-Q
.
(2)
Tax Fees
- Fees
billed
for tax compliance and return preparation.
W
e did
not incur any fees for
tax advice or tax planning
services.
Audit-Related Fees
-
During t
he years
ended December 31, 2008 and 2007
, no
assurance or related services were performed that were reasonably related to the
performance of the audit or review of the Company
’
s financial
statements.
All Other Fees
-
During the
year
s ended December 31, 2008 and
2007
, no fees were billed other than the
fees set forth under the caption
s
“
Audit
Fees
”
and “Tax
Fees”
above.
Pre-Approval Policies and Procedures of the Audit
Committee
The Audit Committee has the sole authority to
ap
point, terminate and replace the
Company’s
independent auditor. The
Audit Committee may not delegate these responsibilities. The Audit
Committee has the sole authority to approve the scope, fees and terms of all
audit engagements, as well as all permissi
ble non-audit engagements of the Company’s
independent audito
r. 100% of the services provided by
BehlerMick PS
were pre-approved by the
Audit Committee.
Recommendation
THE
BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BEHLERMICK PS
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
PROPOSALS
OF STOCKHOLDERS
Any
stockholder wishing to have a proposal considered for inclusion in the proxy
materials for the Company’s 2009 Annual Meeting of Stockholders must set forth
such proposal in writing and file it with the Secretary of the Company no later
than a reasonable time before the Company begins to print and mail its proxy
materials for the Company’s 2009 Annual Meeting of Stockholders. In
addition, if the Company receives notice of a shareholder proposal later than a
reasonable time before the Company mails its proxy materials for the Company’s
2009 Annual Meeting of Stockholders, the persons named as proxies in the proxy
statement and accompanying proxy will have discretionary authority to vote on
that shareholder proposal.
FINANCIAL
INFORMATION
The
Financial Statements and the Management’s Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2008, transmitted with and
accompanying this proxy statement, are hereby incorporated by
reference. No other portions of the Annual Report shall be deemed
incorporated herein. Copies of the Company’s reports on Form 10-Q for the
quarters ended March 31 and June 30, 2009 are available on our website
www.quantrx.com
. You may
obtain documents incorporated by reference from our website
or directly from us,
without charge, by requesting them in writing or by telephone at:
QuantRx
Biomedical Corporation
100 South
Main Street, Suite 300
Doylestown,
Pennsylvania 18901
(267)
880-1595
If you
would like to request additional copies of this document or any of the documents
incorporated by reference, please do so at least five business days before the
date of the annual meeting in order to receive timely delivery of such
documents.
By
Order of the Board of Directors
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|
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|
/s/ Walter W.
Witoshkin
|
|
Walter
W. Witoshkin, Chairman and Chief Executive Officer
|
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November
5, 2009
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Appendix
A
PROPOSED
AMENDMENT TO ARTICLES OF INCORPORATION
The
following amendment would become effective only upon affirmative action by the
Board of Directors of QuantRx Biomedical Corporation setting the split ratio at
between 1-for-2 and 1-for-8. The Board of Directors has the authority to
determine not to make the following amendment effective.
QUANTRX
BIOMEDICAL CORPORATION
CERTIFICATE OF AMENDMENT OF ARTICLES
OF INCORPORATION
QuantRx
Biomedical Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Nevada, (the “Corporation”), DOES
HEREBY CERTIFY:
1.
|
Paragraph 1
of Article Four of the Articles of Incorporation of the Corporation,
filed with the Secretary of State of the State of Nevada (the “Articles of
Incorporation”), is amended to read in its entirety as
follows:
|
ARTICLE
4.1 Authorized Capital.
The
Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number of shares
of stock which the corporation shall have the authority to issue shall be
[ ],
consisting of
[ ]
shares of Common Stock with a par value of $.01 per share, and 25,000,000 shares
of Preferred stock with a par value of $.01 per share.
Upon the
effectiveness of the Certificate of Amendment of Articles of Incorporation (the
“Effective Time”), each
[ ] shares
of the Corporation’s Common Stock, par value $0.01 per share, issued and
outstanding immediately prior to the Effective Time (the “Old Common Stock”),
will automatically and without any action on the part of the respective holders
thereof be combined, reclassified and changed into one (1) share of Common
Stock, par value $0.01 per share, of the Corporation (the “New Common
Stock”). Notwithstanding the immediately preceding sentence, in lieu of any
fractional interests in shares of New Common Stock to which any stockholder
would otherwise be entitled pursuant hereto (taking into account all shares of
capital stock owned by such stockholder), such stockholder shall be entitled to
receive a cash payment equal to the fraction to which such holder would
otherwise be entitled multiplied by the closing price of a share of New Common
Stock on the OTC Market immediately following the Effective Time. The
combination and conversion of the Old Common Stock shall be referred to as the
“Reverse Stock Split”.
The
Corporation shall not be obligated to issue certificates evidencing the shares
of New Common Stock outstanding as a result of the Reverse Stock Split unless
and until the certificates evidencing the shares held by a holder prior to the
Reverse Stock Split are either delivered to the Corporation or its transfer
agent, or the holder notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such certificates. Each stock certificate
that, immediately prior to the Effective Time, represented shares of Old Common
Stock shall, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent that number of whole
shares of New Common Stock into which the shares of Old Common Stock represented
by such certificate shall have been reclassified (as well as the right to
receive cash in lieu of any fractional shares of New Common Stock as set forth
above), provided, however, that each holder of record of a certificate that
represented shares of Old Common Stock shall receive, upon surrender of such
certificate, a new certificate representing the number of whole shares of New
Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified, as well as any cash in lieu of
fractional shares of New Common Stock to which such holder may be entitled as
set forth above.
2.
|
The
foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors of the Corporation in accordance with
the provisions of Section 78.315 of the Nevada Revised
Statutes.
|
3.
|
The
Corporation’s stockholders approved the amendment of the Articles of
Incorporation of the Corporation as required by the Bylaws of the
Corporation and in accordance with the provisions of the Nevada Revised
Statutes.
|
4.
|
This
Certificate of Amendment of Articles of Incorporation shall be effective
on , 20 ,
at 11:59 p.m., Eastern Daylight Time/Eastern Standard
Time.
|
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
Articles of Incorporation of the Corporation to be signed by the
Corporation’s
this day
of ,
20 .
Appendix
B
PROPOSED
AMENDMENT TO ARTICLES OF INCORPORATION
QUANTRX BIOMEDICAL
CORPORATION
CERTIFICATE OF AMENDMENT OF ARTICLES
OF INCORPORATION
QuantRx
Biomedical Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Nevada, (the “Corporation”), DOES
HEREBY CERTIFY:
1.
|
Paragraph 1
of Article Four of the Articles of Incorporation of the Corporation,
filed with the Secretary of State of the State of Nevada (the “Articles of
Incorporation”), is amended to read in its entirety as
follows:
|
ARTICLE
4.1 Authorized Capital.
The
Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number of shares
of stock which the corporation shall have the authority to issue shall be
175,000,000, consisting of 150,000,000 shares of Common Stock with a par value
of $.01 per share, and 25,000,000 shares of Preferred stock with a par value of
$.01 per share.
2.
|
The
foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors of the Corporation in accordance with
the provisions of Section 78.315 of the Nevada Revised
Statutes.
|
3.
|
The
Corporation’s stockholders approved the amendment of the Articles of
Incorporation of the Corporation as required by the Bylaws of the
Corporation and in accordance with the provisions of the Nevada Revised
Statutes.
|
4.
|
This
Certificate of Amendment of Articles of Incorporation shall be effective
on , 20 ,
at 11:59 p.m., Eastern Daylight Time/Eastern Standard
Time.
|
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
Articles of Incorporation of the Corporation to be signed by the
Corporation’s
this day
of ,
20 .
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 3, 2009
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 3, 2009: The Notice
of
Annual
Meeting, Proxy Statement and 2008 Annual Report to Stockholders are available on
our website at
www.quantrx.com
.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Walter W. Witoshkin and William H. Fleming, and each
of them, as Proxies, with full power of substitution, and hereby authorizes them
to represent and to vote, as designed below, all the shares of Common Stock of
QuantRx Biomedical Corporation (the “Company”) held of record by the undersigned
on October 26, 2009, at the Annual Meeting of Stockholders to be held on
December 3, 2009 or at any adjournment thereof.
1.
Election and Ratification of
Directors
.
Elections
of the following two nominees to serve as Class 1 directors for a two-year term
or until their successors are duly elected and qualified.
Shalom
Hirschman
William
Fleming
|
q
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FOR
all
nominees
|
q
|
WITHHOLD AUTHORITY
to
vote for all nominees
|
|
q
|
WITHHOLD AUTHORITY
for
the following only:
|
|
|
(w
rit
e
the name(s) of the nominee(s) in this
space)
|
Elections
of the following two nominees to serve as Class 2 directors for a one-year term
or until their successors are duly elected and qualified.
Walter
Witoshkin Arthur
Hull Hayes, Jr.
|
q
|
FOR
all
nominees
|
q
|
WITHHOLD AUTHORITY
to
vote for all nominees
|
|
q
|
WITHHOLD AUTHORITY
for
the following only:
|
|
|
(write the
n
ame(s) of the nominee(s) in this
space)
|
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned.
IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL
NOMINEES.”
2.
Approval of the Amendment to
QuantRx’s Articles of Incorporation
to effect a reverse stock split at a
ratio of not less than one-for-two and not more than one-for-eight at any time
prior to the 2011 annual meting of stockholders, with the exact ratio to be
determined by the board of directors in its discretion.
q
FOR
q
AGAINST
q
ABSTAIN
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned.
IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR
THE AMENDMENT TO QUANTRX’S ARTICLES
OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF THE
OUTSTANDING SHARES OF COMMON STOCK
.
”
3.
Approval of the Amendment to
QuantRx’s Articles of Incorporation
to increase authorized Common Stock
to 150,000,000 shares.
q
FOR
q
AGAINST
q
ABSTAIN
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned.
IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR
THE AMENDMENT TO QUANTRX’S ARTICLES
OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES
.”
4.
Ratification of Independent Auditors
for 2009
. Ratify the selection of BehlerMick PS (formerly
known as Williams & Webster, P.S.) as the Company’s independent auditors for
the year ending December 31, 2009.
q
FOR
q
AGAINST
q
ABSTAIN
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned.
IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR THE RATIFICATION OF BEHLER
MICK PS.”
Please
sign below exactly as your name appears on your stock
certificate. When shares are held jointly, each person should
sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. An
authorized person should sign on behalf of corporations, partnerships,
limited liability companies and associations and give his or her
title.
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Dated: _________________________________________________,
2009
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|
|
|
Signature
|
|
|
|
Signature
if held
jointly
|
YOUR
VOTE IS IMPORTANT. PROMPT RETURN OF THIS PROXY CARD WILL HELP SAVE
THE EXPENSE OF ADDITIONAL SOLICITATION EFFORTS.
QuantRx Biomedical (CE) (USOTC:QTXB)
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