Radient Pharmaceuticals (NYSE AMEX:RPC)

Between March 22, 2010 and April 26, 2010, we completed four closings of a private financing, pursuant to which we issued an aggregate of approximately $11,057,000 (the “2010 Debt Financing”) worth of convertible notes (the “2010 Notes”) and warrants (“2010 Warrants”) to purchase up to an aggregate of approximately 13,149,000 shares of our common stock. Upon a Triggering Event, as defined in the 2010 Notes, the outstanding balance of the 2010 Notes immediately increases to 125% of the then-owing principal balance and accrued interest and interest then accrues at the rate of 18% per annum. Upon an Event of Default, as defined in the 2010 Notes, the note holders may declare the unpaid principal balance together with all accrued and unpaid interest thereon immediately due and payable.

We were required under the terms of the 2010 Debt Financing to obtain stockholder approval by August 31, 2010, for the shares issuable upon conversion of the 2010 Notes and exercise of the 2010 Warrants. Due to the SEC review of the related proxy statement and periodic reports that we were required to submit to our shareholders with such proxy statement, we were unable to hold a meeting until December 3, 2010. Since the failure to hold the meeting by August 31, 2010 would have constituted an event of default under the 2010 Notes, we sought an extension of the required shareholder meeting date from the investors of the 2010 Debt Financing. Two of the investors agreed to the extension through a Forbearance Agreement. Pursuant to the Forbearance Agreement, the two investors refrained and temporarily forbore from exercising and enforcing their remedies against us due to the event of default in and in return we agreed to increase the outstanding balance of the 2010 Notes by an aggregate of $682,693. Additionally, we agreed to obtain the required shareholder approval on or before November 15, 2010. Since we did not hold the meeting until December 3, 2010 (due to the continued SEC comment period), these two note holders submitted notice to us that the balance of their note shall increase by another 25% under the terms of the Forbearance Agreement. We tried to negotiate a settlement with these two holders since we ultimately held the meeting and the delay was out of our control as a result of the SEC comment period. However, since we have not heretofore reached such a settlement, these two note holders submitted default notices to us demanding payment of their respective 2010 Notes in full, including all accrued and unpaid penalties, which they allege amount to approximately $1,306,619. The default notices demand payment by June 1, 2011 or threaten legal action. As of today’s date, we are not aware that any legal action has been instituted regarding this default and we are working with these two note holders to reach an amicable settlement regarding their claimed default. This default constitutes another Event of Default under the notes we issued pursuant to the private financing we completed in January 2011, which are already in default due to previous events and therefore no additional penalties are available under such 2011 notes.

On January 30, 2011 we entered into a securities purchase agreement with 5 accredited investors for a private financing. We closed the financing contemplated by the securities purchase agreement on January 31, 2011 and received approximately $7,500,000 in gross proceeds pursuant to the sale of convertible notes pursuant to the securities purchase agreement.

We are required to pay a certain portion of the Notes (“Installment Amount”) back on the first day of each month during the term of the Note, beginning on March 1, 2011, in cash or shares of our common stock. As of May 1, 2011, the outstanding principal of the Notes is $6,750,000. The total Installment Amount due on May 1, 2011 was $843,750. We are also required under the terms of the Notes to maintain a cash balance at all times of no less than $2,250,000 in unrestricted cash (the “Cash Reserve”). The May 1 Installment Amount would cause our cash balance to go below the Cash Reserve; accordingly we did not make the Installment Amount that was due on May 1, 2011, which is an event of default under the Notes.

On April 28th, 2011, The Company issued this Investor Presentation

On March 16, 2011, we received another notice from the NYSE Amex Staff stating their belief that we failed to comply with certain NYSE Amex disclosure requirements, specifically, those contained in Sections 401(e) and 402(e) of the Company Guide and that we failed to comply with Section 132(e) of the Company Guide for allegedly omitting material information in the written submission to the NYSE Amex regarding our request for an appeal. These claims center around the recent press releases regarding our collaboration agreement with Mayo Validation Support Services (MVSS) and whether the information contained in our press releases and submission to the NYSE Amex was materially misleading to investors and the NYSE Amex.

February 4th, 2011/Marketwire/ -Jade Pharmaceuticals Inc., a China based pharmaceutical company and deconsolidated subsidiary of Radient Pharmaceuticals Corporation, reported today it has closed on $900,000 in bridge financing. The financing will be used to underwrite legal and accounting expenses associated with the previously announced anticipated merger of JPI and Shanxi BaoTai Pharmaceutical Co., Ltd. (BaoTai) a privately-owned pharmaceutical manufacturing company located in Taiyuan, China.

Pursuant to the terms of the Note and Warrant Purchase Agreements and related Registration Rights Agreements entered into in connection with the first, second and third closings of the 12% Convertible Notes (“Notes”) on March 22, 2010,April 8, 2010 and April 13, 2010, respectively, we were contractually required to file a registration statement by May 3, 2010 and cause the registration statement for the shares issuable on conversion of the Notes, interest payable on the Notes and the shares issuable on exercise of the Warrants, to be declared effective by June 1, 2010.  A registration statement was timely filed, but the registration statement has not yet been declared effective.  Pursuant to the terms of the Notes, the failure to achieve such effectiveness is a “Trigger Event” as defined in the Notes.
 
Upon the occurrence of a Trigger Event, the outstanding balance of the Notes shall immediately increase to 125% of the then owing principal balance and interest shall accrue at the rate of 18% per annum thereafter.  The total amount of Notes issued in the first, second and third closings was originally $10,372,195.  As a result of the Trigger Event, the principal amount for all of the Notes issued in the first, second and third closings outstanding at the Trigger Event date is $12,322,869.  Assuming all of the outstanding Notes are converted at the “Floor Price” of $0.28, the total number of conversion shares which would be issued upon conversion of the principal amount of the outstanding Notes issued in the first, second and third closings would be 44,010,241, which is a 25% increase in the number of shares to be issued had no Trigger Event occurred.  The number of shares potentially issuable in lieu of interest from these three closings has also increased to 7,389,206 due to the increase in interest rate from 12% per annum to 18% per annum.
 
The occurrence of the Trigger Event had no effect on the Warrants or the number of shares issuable on exercise of the Warrants in the first, second or third closings.
 
We have filed applications to the NYSE Amex to list all of the shares potentially issuable pursuant to the Notes and Warrants issued in the first, second and third closings, including all of the shares issuable pursuant to the Trigger Event.

"The results we announced today are a clear indication we've encountered challenges with our China operations. With two consecutive down quarters, my top priority is to re-evaluate the business and take whatever necessary steps to position AMDL for the future," said AMDL Chairman and CEO Douglas MacLellan. "I am working closely with our US and China-based management teams and Board of Directors to scrutinize all aspects of AMDL's business - both in the US and China - with the goal of structuring operations in a manner that best suits the long-term growth and profitability of AMDL.

Source: PR Newswire (August 19, 2009)

Guidance Report: 

The Company reaffirms it is on track with its FY2009 projections. As previously mentioned, this line is currently in trial production and the Company expects to resume full production on the line beginning in the second quarter FY2009. AMDL also expects to recoup 100% of its forecasted product production levels over the course of the remaining year. In addition, the Company anticipates it will carry over approximately $1.4 million in gross revenues and $600,000 in earnings into the second quarter of FY2009 fromfourth FY2008 quarter sales of AMDL's HPE-based anti-aging product. AMDL's FY2009 Guidance projections do not include any significant sales for the DR-70 (FDP) in vitro cancer diagnostic test or export sales for the AMDL's HPE-based anti-aging skin care products -- both of which AMDL is in the process of commercializing.

Full Year Fiscal 2009 Guidance Ending December

	2009 Guidance	2008 Reported	Period Change
GAAP Revenue	64 to 72 million	33.6 million	90.5% to 114.3%
Net Income*	8 to 12 million	1.2	566.7% to 900%

* The company did not provide 2009 EPS guidance. Normally the GeoTeam® would calculate an implied EPS figure using current outstanding shares. However, due to the following comment in the fourth quarter press release we found it prudent not to calculate implied EPS data:

On April 15, 2009, AMDL filed with the SEC an Annual Report on Form 10-K in which included an audit opinion with a 'going concern' explanatory paragraph which expresses doubt, based upon current financial resources, as to whether AMDL can continue to meet its obligations beyond 2009 without access to additional working capital. The Company intends to raise additional capital and pursue expense reductions to ensure its ongoing financial viability.

Source: PR Newswire (April 15, 2009)