UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 1-A (Amended b ) REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933
STOCOSIL INC. (Exact Name of Issuer as Specified in Its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization)
17870 Castleton Street, Suite 250 City of Industry, California 91748  (626) 964-5788 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Issuer’s Principal Executive Office)
Pyng Soon Chief Executive Officer Stocosil Inc. 17870 Castleton Street, Suite 250 City of Industry, California 91748  (626) 964-5788 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
2834 (Primary Standard Industrial Classification Code Number)	47-2620984 (IRS Employer Identification Number)

 

 

 

 

 

Minimum Offering:	166,667 Shares of Common Stock ($2,500,005)
Maximum Offering:	733,340 Shares of Common Stock ($11,000,100)
Offering Price:	$15.00 per Share

 

 

This Offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended.  The disclosure we are providing you herein contains the information required by the Offering Circular format prescribed by Part II of Form 1-A (Amended b ).

 

 

There is currently no trading market for our common stock. We anticipate that the Placement Agent for this Offering will apply for quoting of our common stock on the OTC Markets  or an approved secondary marketplace upon the qualification of the Offering Statement of which this Offering Circular forms a part.

 

 

 

 

 

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

Our principal executive office is located at 17870 Castleton Street, Suite 250, City of Industry, California 91748.  Our corporate telephone phone number is (626) 964-5788.  Our corporate website is www.Stocosil.com.

 

 

	Page
Summary	1
Risk Factors	3
Special Note Regarding Forward-Looking Statements	31
Dilution	32
Plan of Distribution	33
Use of Proceeds	38
Business	39
Description of Property	51
Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Directors, Executive Officers and Significant Employees	57
Compensation of Directors and Executive Officers	58
Security Ownership of Management and Certain Security holders	59
Interest of Management and Others in Certain Transactions	60
Securities Being Offered	62
Financial Statements	F-1

 

 

 

 

 

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire Offering Circular carefully, especially the section in this Offering Circular titled “Risk Factors,” before making an investment decision.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We could encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the Data Safety Monitoring Board, or DSMB, for such trial or by the FDA or other regulatory authorities. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	the efficacy and safety as demonstrated in clinical trials;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, to induce, or in return for, the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;

 

 

 

 

 

 

 

 

 

·	decreased demand for our products;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third party competitors may seek to challenge the validity of our patents, thereby rendering them unenforceable or we may seek to challenge third party competitor patents if such third parties seek to interpret or enforce a claim scope going well beyond the actual enabled invention.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Others may be able to make compounds that are similar to our products but that are not covered by the claims of the patents that we own or have exclusively licensed;

 

·	We or our licensors or strategic partners might not have been the first to make the inventions covered by the issued patent or pending patent application that we own or have exclusively licensed;

 

 

·	We or our licensors or strategic partners might not have been the first to file patent applications covering certain of our inventions;

 

·	Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

 

·	It is possible that our pending patent applications will not lead to issued patents;

 

·	Issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;

 

·	Our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

 

·	We may not develop additional proprietary technologies that are patentable; and

 

·	The patents of others may have an adverse effect on our business.

 

 

 

 

 

 

 

 

 

 

 

 

·	actual or anticipated adverse results or delays in our clinical trials;

 

·	our failure to commercialize our products, if approved;

 

·	unanticipated serious safety concerns related to the use of any of our products;

 

·	adverse regulatory decisions;

 

·	changes in laws or regulations applicable to our product candidates, including but not limited to clinical trial requirements for approvals;

 

·	legal disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our product candidates, government investigations and the results of any proceedings or lawsuits, including patent or stockholder litigation;

 

·	our decision to initiate a clinical trial, not initiate a clinical trial or to terminate an existing clinical trial;

 

·	our dependence on third parties, including CROs;

 

·	announcements of the introduction of new products by our competitors;

 

·	market conditions in the pharmaceutical sectors;

 

·	announcements concerning product development results or intellectual property rights of others;

 

·	future issuances of common stock or other securities;

 

·	the addition or departure of key personnel;

 

·	failure to meet or exceed any financial guidance or expectations regarding development milestones that we may provide to the public;

 

·	actual or anticipated variations in quarterly operating results;

 

·	our failure to meet or exceed the estimates and projections of the investment community;

 

·	overall performance of the equity markets and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies;

 

·	introduction of new products offered by us or our competitors;

 

·	announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

 

·	issuances of debt or equity securities;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	the addition or termination of clinical trials;

·	any intellectual property infringement lawsuit in which we may become involved;

·	regulatory developments affecting our product candidates;

·	our execution of any collaborative, licensing or similar arrangements, and the timing of payments we may make or receive under these arrangements; and

·	if any of our products receive regulatory approval, the level of underlying demand for that product and wholesalers’ buying patterns.

 

 

 

 

 

 

 

We have engaged Boustead Securities, LLC to conduct this Offering as the Placement Agent on a “best efforts, minimum/maximum” basis. The Offering is being made without a firm commitment by the Placement Agent, which has no obligation or commitment to purchase any of our shares. The Placement Agent is under no obligation to take the securities and has not committed to purchase any of the shares of common stock offered herein.

 

 

 

 

i.	we and the Placement Agent mutually agree to terminate the engagement agreement;

ii.	either we or the Placement Agent unilaterally decide to terminate the engagement agreement upon thirty days’ prior written notice to the other party;

iii.	we fail to pay Placement Agent for services provided within 30 days of the date that payment is due.

iv.	we terminate the engagement agreement due to the Placement Agent’s material failure to provide the services contemplated by the engagement agreement; or

v.	we decide not to proceed with the offering or withdraw any offering statement filed with the Commission.

 

Reimbursable Expenses in the Event of Termination. In the event the offering does not close or the engagement agreement is terminated for any reason other than because of the Placement Agent’s material failure to provide the services contemplated by the engagement agreement, we have agreed to reimburse the Placement Agent for all unreimbursed, reasonable, documented, out-of-pocket fees, expenses, and disbursements up to $500.00 (or greater with our prior written approval).

·	the history of, and the prospects for, our Company and the industry in which we compete;

·	an assessment of our management, its past and present operation, and the prospects for, and timing of, our future revenues; and

·	the present state of our development.

 

 

 

 

 

·	the information set forth in this Offering Circular and otherwise available to the Placement Agent

 

·	our history and prospects and the history of and prospects for the industry in which we compete;

 

·	our prospects for future earnings and the present state of our development;

 

·	the general condition of the securities markets at the time of this offering;

 

·	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

 

·	other factors deemed relevant by the Placement Agent and us.

 

 

 

 

 

 

 

 

 

 

 

 

(i)	You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

 

(ii)	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);

 

(iii)

You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

 

(iv)

You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;

(v)

You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, or the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

 

(vi)	You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

 

(vii)

You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or

 

(viii)

You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

 

This expected use of the net proceeds from this offering represents our intentions based upon our current financial condition, results of operations, business plans and conditions.  As of the date of this Offering Circular, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above.  The amounts and timing of our actual expenditures may vary significantly depending on numerous factors.  As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

People with FH have elevated cholesterol from birth.  Cholesterol screening in children can identify people with probable FH based on an LDL-C level above 160 and a family history of heart disease.  Cholesterol screening in adults can identify people with probable FH based on and LDL cholesterol level above 190 and a family history of heart disease.  Many people with heterozygous FH do not exhibit any other symptoms.  Only 10% of people with FH in the United States have been diagnosed, so some people do not learn that they have it until they suffer a coronary event such as myocardial infarction (MI) or sudden cardiac death.  Some people will have signs of elevated cholesterol such as xanthomas (fatty deposits under the skin, often on the Achilles tendon or on the joints of the hand), xanthalasmas (fatty deposits under the skin on the eyelids) or corneal arcus (a grayish ring on the periphery of the cornea).  

 

 

 

 

 

 

 

Status (Filed, Provisional, Approved)	Number	Title	Date of Filing	Date of US patent Expiration if granted (expected)
Filed PCT Nationalized	PCT/US2013/046040	Methods and compositions for personalized medicine by POC devices for FSH, LH, hCG and BNP	06/15/2013	06/15/2033
United States	14/407,715
Australia	2013274016
CA	2876486
Japan	2015517474
South Korea	10-2015-7000756
India	2472/MUMNP/2014
EP	13805123.0
P.R. China	2013800316648
Filed PCT Nationalized	PCT/US2012/039993	Methods and Compositions for Therapeutic Drug Monitoring and Dosing by Point-of-Care Pharmacokinetic Profiling	05/30/2012	05/30/2032
United States	13/261,786
Japan	2014513663
P.R. China	201280038476.3
CA	2837331
Australia	2012262322
EP	12792802.2
India	2458/MUMNP/2013
Filed PCT	PCT/US16/12884	Methods for Olmesartan Dosing by AUC	1/11/2016	1/11/2036
United States	14/992,898
Taiwan	105102921
South Korea	10-2016-7002748
Filed Provisional	62/277,406	Device and Method for Improving Compliance in Treating Hypertension	1/11/2016	N/A- Not PCT yet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

The compartment comprising rosuvastatin or a salt thereof comprises one or more disintegrant selected from the group consisting of crospovidone, low substituted hydroxypropyl cellulose, croscarmellose sodium, and carboxymethylcellulose calcium, in an amount of 2 to 20% by weight based on the total weight of the compartment.

Country code	Status	Application No.	Entry Date
AU	Filed	2013240846	8/8/2014
CA	Filed	2866377	9/4/2014
EPO	Filed	20130769567	8/14/2014
JP	Filed	2015503112	9/29/2014
U.S.	Filed	14388115	9/25/2014
MX	Filed	2014011510	9/25/2014
PH	Filed	2013120145018	8/11/2014
HK	Filed	20150100605
CN	Filed	2013800180830	9/29/2014
CL	Filed	20140002581
KR	Granted	1020130030734	Filing date: 3/22/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

We have a total of 4 part time employees.  All of our administration, regulatory, CMC, CMO, non-clinical and clinical works are all provided by Autotelic Inc. pursuant to the Master Services Agreement.

DESCRIPTION OF PROPERTY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Executive Officers:
Vuong Trieu, Ph.D.	President and Chief Regulatory Officer	54	Since December 2014	13.3
Pyng Soon, Esq., CPA	Chief Executive Officer, Chief Financial  Officer, Secretary	54	Since December 2014	13.3
Chulho Park, Ph.D.	Chief Business Officer	51	Since December 2014	13.3
Directors:
Vuong Trieu, Ph.D.	Director	54	Since December 2014	–
Significant Employees:
Osmond D’Cruz, PH.D	Sr. Director of Drug Safety	63	Since December 2014	20

 

 

 

 

 

 

			Annual Salary
Vuong Trieu	President		$	56,667
Pyng Soon	CEO/CFO/Secretary		$	56,667
Chulho Park	CBO		$	56,667
Osmond D’Cruz	Director of Drug Safety		$	35,000

We currently do not have employment agreements for our executive officers; we intend to enter into such agreements by the fourth quarter of 2016. The Company provides a non-discriminate employee health benefit plans via Autotelic Inc., which includes health and dental insurance plans. Each of the officers/significant employee may join the plans at will, the participant is obliged to pay his/her benefit plan and there is no contribution by the Company.  The average cost of these plans is approximately $1,000 per month.

Name		Amount and nature of beneficial ownership				Amount of beneficial ownership acquirable				Percent of class
Autotelic LLC			1,625,000				–				36.48	%
Autotelic Inc.			500,000				–	(2)			11.22	%
Vuong Trieu			2,829,545	(1)			–	(3)			63.52	%
Pyng Soon			500,000				–	(4)			11.22	%
Chulho Park			1,000,000				–				22.45	%
Director and Officers as a group			4,329,545				–	(5)			97.19	%

 

 

 

 

 

 

In February and December 2015, we issued convertible promissory notes with an aggregate principal balance of $716,000 and $750,000 respectively to multiple parties.  The notes issued in February 2015, we issued $42,000 aggregate principle amount of convertible notes to Pyng Soon with maturity date as of January 31, 2017. The convertible notes bear interest at 3% per annum.  Upon the completion of certain funding events, we have the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $0.60 for the February convertible notes and $5.00 for the December convertible notes per share respectively.