Vaccinex, Inc 10-K for FY2021

About this 10-K

Headline figures

Vaccinex, Inc. (VCNX)

10-K 2022-03-31 For: 2021-12-31

Added on April 06, 2026

Vaccinex, Inc filed this 10-K on March 31, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $900K; up 44.0% from $625K a year earlier
Net loss: $22.38M; compared with a net loss of $28.85M a year earlier

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Delaware	16-1603202
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1895 Mount Hope Avenue Rochester, NY	14620
(Address of principal executive offices)	(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		VCNX		Nasdaq Capital Market

		Page
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	41
Item 1B.	Unresolved Staff Comments	68
Item 2.	Properties	68
Item 3.	Legal Proceedings	68
Item 4.	Mine Safety Disclosures	68

PART II		69
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	69
Item 6.	Reserved	69
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 8.	Financial Statements and Supplementary Data	77
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A.	Controls and Procedures	77
Item 9B.	Other Information	77
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77

PART III		78
Item 10.	Directors, Executive Officers and Corporate Governance	78
Item 11.	Executive Compensation	80
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accounting Fees and Services	88

PART IV		90
Item 15.	Exhibits, Financial Statement Schedules	90
Item 16.	Form 10-K Summary	92
	Signatures	93

Partner/Collaborator		Purpose of Relationship
Pepinemab

Merck Sharp & Dohme (subsidiary MSD Int’l GmbH) Ares Trading S.A. (Merck KGaA, Darmstadt Germany)		Phase 1b/2 clinical trial of pepinemab in combination with Keytruda, a checkpoint inhibitor, in immunotherapy naïve, front-line HNSCC patients. Phase 1b/2 clinical trial of pepinemab in combination with avelumab, a checkpoint inhibitor, in two cohorts of (i) patients with NSCLC who have not previously been treated with immunotherapy and (ii) patients who have failed previous immunotherapy.

The Children’s Hospital of Philadelphia, on behalf of Children’s Oncology Group		Phase 1/2 IST of pepinemab as a single agent in pediatric patients with recurrent, relapsed, or refractory solid tumors, including osteosarcoma.

Emory University		Three separate Phase 1 IST “window of opportunity” studies evaluating pepinemab as a single agent and in combination with ipilimumab or nivolumab in pre-surgical melanoma, head and neck, and colorectal or pancreatic cancer patients.

Huntington Study Group		General CRO-related services for Phase 2 clinical trial of pepinemab in early-stage and late prodromal HD patients.

UCLA Jonsson Comprehensive Cancer Center		Phase 1 IST of pepinemab in combination with Yervoy and Opdivo in patients with melanoma whose tumors have progressed following treatment with any anti-PD-1/PD-L1 antibody.

ActivMAb

Catalent Pharma Solutions, LLC		Selection of an antibody to a cancer membrane target suitable for construction of an antibody drug conjugate employing proprietary Catalent technology.


Surface Oncology, Inc.		Identification and selection of antibodies against two target antigens using our proprietary technology.

Unnamed Pharmaceutical Co. (2)		Novel technology development and antibody selection against multi-pass membrane receptors of corporate interest.

Unnamed Biotech Co. (3)		Novel technology development and antibody selection against multi-pass membrane receptors of corporate interest.

	Year Ended December 31,
	2021					2020
	(in thousands)		%			(in thousands)		%
Clinical trial costs	$	10,302		60	%	$	13,570		63	%
Wages, benefits, and related costs		4,199		25	%		4,413		20	%
Preclinical supplies and equipment depreciation		1,776		10	%		1,926		9	%
Consulting, non-clinical trial services, and other		883		5	%		1,640		8	%
Total research and development expenses	$	17,160				$	21,549

Name and Principal Position	Year	Salary $	Option Awards ⁽¹⁾ $		All Other Compensation	Total $
Maurice Zauderer	2021	374,901		26,600	-	401,501
President and Chief Executive Officer	2020	357,265		87,068	-	444,333
Ernest S. Smith	2021	264,739		19,000	-	283,789
Senior Vice President, Research and Chief Scientific Officer	2020	249,706		33,840	-	283,546
Scott E. Royer	2021	242,151		11,400	-	253,551
Chief Financial Officer	2020	231,701		8,460	-	240,161

	Option Awards ⁽¹⁾
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Maurice Zauderer:
	10,000	10,000 ⁽²⁾	4.29	03/14/2024
	2,589	--	14.90	03/31/2024
	2,589	--	14.90	06/30/2024
	7,100	21,300 ⁽³⁾	6.68	02/24/2025
	3,325	--	7.10	12/23/2025
	--	14,000 ⁽⁴⁾	2.93	04/02/2031
Ernest S. Smith:
	40,725	--	7.10	12/22/2025
	5,110	--	7.10	12/23/2025
	4,000	4,000 ⁽²⁾	3.90	03/14/2029
	2,000	6,000 ⁽³⁾	6.07	02/24/2030
	--	10,000 ⁽⁴⁾	2.93	04/03/2031
Scott E. Royer:
	18,750	6,250	13.60	02/21/2028
	500	1,000 ⁽²⁾	3.90	03/14/2029
	500	1,500 ⁽³⁾	6.07	02/24/2030
	--	6,000 ⁽⁴⁾	2.93	04/03/2031

Name	Fees Earned or Paid in Cash $		Option Awards $ ⁽¹⁾		Total $
Albert D. Friedberg	--		--		--
Chrystyna Bedrij Stecyk		35,000		40,000		75,000
Jacob B. Frieberg	35,000 ⁽²⁾		40,000			75,000
J. Jeffrey Goater		38,750		40,000		78,750
Bala S. Manian		38,750		40,000		78,750
Gerald E. Van Strydonck		50,000		40,000		90,000
Barbara Yanni		45,000		40,000		85,000

Name	Stock Options Outstanding (#)
Albert D. Friedberg		—
Chrystyna Bedrij Stecyk	53,673
Jacob B. Frieberg	117,549
J. Jeffrey Goater	60,222
Bala S. Manian, Ph.D.	51,983
Gerald E. Van Strydonck	75,358
Barbara Yanni	58,379

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans:
Approved by stockholders	1,154,563 ⁽¹⁾	$	5.55	396,324 ⁽²⁾⁽³⁾
Not approved by stockholders	--	--		--
Total	1,154,563 ⁽¹⁾	$	5.55	396,324 ⁽²⁾⁽³⁾

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned
Named Executive Officers:
Maurice Zauderer ⁽¹⁾	3,582,876	⁽²⁾	8.4%
Ernest S. Smith	457,296	⁽³⁾	1.1%
Scott E. Royer	33,124	⁽⁴⁾	*
Directors:
Albert D. Friedberg	15,569,518	⁽⁵⁾	36.5%
Chrystyna Bedrij Stecyk	53,673	⁽⁶⁾	*
Jacob B. Frieberg	279,699	⁽⁷⁾	*
J. Jeffrey Goater	60,522	⁽⁸⁾	*
Bala S. Manian	51,983	⁽⁹⁾	*
Gerald E. Van Strydonck	97,358	⁽¹⁰⁾	*
Barbara Yanni	53,379	⁽¹¹⁾	*
All directors and executive officers as a group (12 persons)	20,302,635	⁽¹²⁾	47.6%
Greater than 5% Stockholders:
FCMI Parent Co., et al ⁽¹³⁾	11,580,436	⁽¹³⁾	27.1%
Friedberg Global-Macro Hedge Fund Ltd.⁽¹⁴⁾	3,511,894	⁽¹⁴⁾	8.2%
Vaccinex (Rochester), L.L.C. ⁽¹⁵⁾	2,899,554	⁽¹⁵⁾	6.8%

	Fiscal Year 2021		Fiscal Year 2020
Audit Fees	$	290,000	$	565,500
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	—
All Other Fees	$	—	$	—
Total	$	290,000	$	565,500

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Vaccinex, Inc. (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 13, 2018).

3.2		Amended and Restated Bylaws of Vaccinex, Inc. (incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 13, 2018).

4.1		Description of Common Stock (incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

4.2		Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.1		First Amended and Restated Investor Rights Agreement, dated August 22, 2003, by and among the Company and the parties thereto (incorporated herein by reference for Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.2+		Vaccinex, Inc. 2011 Employee Equity Plan (incorporated herein by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.3+		May 15, 2014 Amendment to the Vaccinex, Inc. 2011 Employee Equity Plan (incorporated herein by reference from Exhibit 10.4(a) to the Company’s Registration Statement on Form S-1 filed on August 8, 2018).

10.4+		Vaccinex, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on July 23, 2018).

10.5+		Form of Incentive Stock Option Agreement under the Vaccinex, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on July 23, 2018).

10.6+		Form of Non-Qualified Stock Option Agreement under the Vaccinex, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference from Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on July 23, 2018).

10.7+		Severance Pay Plan (incorporated herein by reference from Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.8+		Director Compensation Program (incorporated herein by reference from Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on July 23, 2018).

10.9+		Form of Indemnification Agreement by and between the Company and each of its directors and officers (incorporated herein by reference from Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.10†		Exclusive License Agreement, dated December 29, 1998, by and between the Company and the University of Rochester (incorporated herein by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.11†		GPEx® Development and Manufacturing Agreement, dated January 13, 2010, by and between the Company and Catalent Pharma Solutions, LLC (incorporated herein by reference from Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).


10.12†		GPEx® – Derived Cell Line Sale Agreement, dated January 13, 2010, by and between the Company and Catalent Pharma Solutions, LLC (incorporated herein by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.13		Amended and Restated Exchange Agreement, dated October 24, 2014, by and among the Company and the parties listed therein (incorporated herein by reference from Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed July 9, 2018).

10.14†		Clinical Trial Collaboration and Supply Agreement, dated October 4, 2016, by and between the Company and Ares Trading S.A. (incorporated herein by reference from Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

10.15		Open Market Sale Agreement^SM by and between the Company and Jefferies, LLC, dated March 27, 2020 (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020).

10.16		Purchase Agreement by and between the Company and Keystone Capital Partners, LLC, dated March 27, 2020 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 27, 2020).

10.17		Registration Rights Agreement by and between the Company and Keystone Capital Partners, LLC, dated March 27, 2020 (incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020).

10.18		Note by and between the Company and Five Star Bank, dated May 8, 2020 (incorporated herein by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 14, 2020).

10.19		Form of 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (incorporated herein by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).

10.20		Form of Security Agreement by and between the Company and 3i, LP, as Collateral Agent (incorporated herein by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).

10.21		Separation Agreement by and between the Company and Raymond E. Watkins dated December 9, 2020 (incorporated herein by reference from Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

21.1		Subsidiaries of the Company (incorporated herein by reference from Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed on July 9, 2018).

23.1*		Consent of Deloitte & Touche LLP

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 has been formatted in Inline XBRL and contained in Exhibit 101

	Vaccinex, Inc.

Date: March 31, 2022	By:	/s/ Maurice Zauderer, Ph.D.
		Maurice Zauderer, Ph.D.
		President and Chief Executive Officer

Name	Title	Date

/s/ Maurice Zauderer, Ph.D.	President, Chief Executive Officer and Director	March 31, 2022
Maurice Zauderer, Ph.D.	(Principal Executive Officer)

/s/ Scott E. Royer, CFA, MBA	Chief Financial Officer	March 31, 2022
Scott E. Royer, CFA, MBA	(Principal Financial and Accounting Officer)

	Chairman of the Board
Albert D. Friedberg

/s/ Chrystyna Bedrij Stecyk	Director	March 31, 2022
Chrystyna Bedrij Stecyk

/s/ Jacob B. Frieberg	Director	March 31, 2022
Jacob B. Frieberg

/s/ J. Jeffrey Goater	Director	March 31, 2022
J. Jeffrey Goater

/s/ Bala S. Manian, Ph.D.	Director	March 31, 2022
Bala S. Manian, Ph.D.

/s/ Gerald E. Van Strydonck	Director	March 31, 2022
Gerald E. Van Strydonck

	Director
Barbara Yanni

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-2

Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3

Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2021 and 2020	F-4

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2021 and 2020	F-5

Consolidated Statements of Cash Flows for the Years ended December 31, 2021 and 2020	F-6

Notes to Consolidated Financial Statements	F-7

	As of December 31, 2021			As of December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	8,589		$	10,596
Accounts receivable		-			157
Prepaid expenses and other current assets		816			533
Total current assets		9,405			11,286
Property and equipment, net		297			416
Operating lease right-of-use asset		141			-
TOTAL ASSETS	$	9,843		$	11,702
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,061		$	3,169
Accrued expenses		980			1,937
Senior secured convertible debt, net		-			8,074
Current portion of long-term debt		74			-
Operating lease right-of-use liability		141			-
Total current liabilities		2,256			13,180
Long-term debt		175			1,134
TOTAL LIABILITIES		2,431			14,314
Commitments and contingencies (Note 7)
Stockholders’ equity (deficit):
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of December 31, 2021, and December 31, 2020; 30,801,962 and 22,388,027 shares issued as of December 31, 2021 and December 31, 2020, respectively; 30,801,110 and 22,387,175 shares outstanding as of December 31, 2021 and December 31, 2020, respectively		3			3
Additional paid-in capital		307,281			250,914
Treasury stock, at cost; 852 shares of common stock as of December 31, 2021 and December 31, 2020, respectively		(11	)		(11	)
Accumulated deficit		(299,861	)		(277,481	)
Total Vaccinex, Inc. stockholders’ equity (deficit)		7,412			(26,575	)
Noncontrolling interests		-			23,963
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		7,412			(2,612	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,843		$	11,702

	Common Stock							Treasury Stock
	Shares		Amount		Additional Paid-in Capital			Common Stock Shares		Amount			Accumulated Deficit			Total Vaccinex, Inc. Stockholders’ Equity (Deficit)			Noncontrolling Interests			Total Stockholders’ Equity (Deficit)
Balance as of January 1, 2020		14,887,999	$	1	$	222,403			852	$	(11	)	$	(248,630	)	$	(26,237	)	$	23,963		$	(2,274	)
Issuance of Common Shares		7,450,004		2		28,473			-		-			-			28,475			-			28,475
Stock-based compensation		20,000		-		732			-		-			-			732			-			732
Exercise of stock options		3,783		-		19			-		-			-			19			-			19
Exchange of Vaccinex Products LP Units for common shares		26,241		-		-			-		-			-			-			-			-
Common shares issuance costs		-		-		(713	)		-		-			-			(713	)		-			(713	)
Net loss		-		-		-			-		-			(28,851	)		(28,851	)		-			(28,851	)
Balance as of December 31, 2020		22,388,027		3		250,914			852		(11	)		(277,481	)		(26,575	)		23,963			(2,612	)
Issuance of common shares		5,937,900		-		32,848			-		-			-			32,848			-			32,848
Common shares issuance costs		-		-		(985	)		-		-			-			(985	)		-			(985	)
Exchange of partnership units for common shares (Note 10)		2,466,056		-		23,963			-		-			-			23,963			(23,963	)		-
Shares issued for compensation		9,979		-		-			-		-			-			-			-			-
Stock-based compensation		-		-		541			-		-			-			541			-			541
Net loss		-		-		-			-		-			(22,380	)		(22,380	)		-			(22,380	)
Balance as of December 31, 2021		30,801,962	$	3	$	307,281			852		(11	)	$	(299,861	)	$	7,412		$	-		$	7,412

	Property and Equipment	Estimated Useful Life
Research equipment		5 years
Furniture and fixtures		5 years
Computer equipment		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

	As of December 31, 2021		As of December 31, 2020
Accrued clinical trial cost	$	468	$	987
Accrued payroll and related benefits		409		428
Accrued consulting and legal		74		225
Accrued interest		-		250
Accrued other		29		47
Accrued expenses	$	980	$	1,937

	As of December 31, 2021
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	426	$	426	$	-	$	-
Total Financial Assets	$	426	$	426	$	-	$	-

	As of December 31, 2020
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	1,026	$	1,026	$	-	$	-
Total Financial Assets	$	1,026	$	1,026	$	-	$	-

	As of December 31, 2021		As of December 31, 2020
Senior secured convertible debenture	$	-	$	8,531
Unamortized original issuance discount and debt issuance costs		-		(458	)
Total convertible debt	$	-	$	8,074

	As of December 31, 2021		As of December 31, 2020
Shares underlying outstanding stock options		1,154,563		832,868
Shares available for future stock option grants		396,324		267,275
Exchange of Vaccinex Products, LP units		-		1,147,259
Exchange of VX3 units		-		1,318,797
Total shares of common stock reserved		1,550,887		3,566,199

	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of January 1, 2020		579,731		$	8.04		7.0	$	120
Granted		330,845			4.45
Exercised		(3,783	)		5.11			$	3
Forfeited		(73,925	)		5.82
Balance as of December 31, 2020		832,868			6.83		6.9	$	2
Granted		346,944			2.47
Exercised		-			-			$	-
Forfeited		(25,249	)		5.62
Balance as of December 31, 2021		1,154,563		$	5.55		6.9	$	-
Exercisable as of December 31, 2021		671,042		$	7.16		5.7	$	-

	As of December 31,
	2021			2020
Deferred tax assets:
Federal and state net operating loss carryforwards	$	73,802		$	67,737
Research and development tax credits		21,717			20,513
Depreciation and amortization		394			424
Reserves and accruals		96			229
Other		449			381
Total deferred tax assets		96,458			89,284
Less: valuation allowance		(96,458	)		(89,284	)
Net deferred tax assets		-			-
Deferred tax liability:
Net deferred tax assets and liability	$	-		$	-


1.	I have reviewed this annual report on Form 10-K for the year ended December 31, 2021 of Vaccinex, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;