Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant o
|
|
Check
the appropriate box:
|
|
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
HEPALIFE
TECHNOLOGIES, INC.
|
||
(Name
of Registrant as Specified In Its Charter)
|
||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR
THE
SHAREHOLDER MEETING TO BE HELD ON DECEMBER 20, 2010:
Our
official Notice of Annual Meeting of Shareholders, Proxy Statement
and
2010
Annual Report to Shareholders are available at:
www.proxyvote.com
|
|
(1)
|
Election
of one Class I director to serve on our Board of Directors for a term of three
years or until his successor is elected and qualified, for which
the following is a nominee: Joseph
Sierchio.
|
|
(2)
|
Approval of an
amendment to the Company’s Articles of Incorporation, as amended,
to change the name of the Company to “Alliqua,
Inc.” (the “Name Change
Amendment”)
|
|
(3)
|
Ratification
of the appointment of Marcum LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2010.
|
|
(4)
|
Such
other business as may properly come before the Annual
Meeting.
|
ABOUT
THE ANNUAL MEETING
|
|
CORPORATE
GOVERNANCE AND BOARD OF DIRECTORS MATTERS
|
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
|
PROPOSAL
1: ELECTION OF CLASS I DIRECTOR
|
|
EXECUTIVE
OFFICERS
|
|
EXECUTIVE
COMPENSATION
|
|
AUDIT
COMMITTEE MATTERS
|
|
PROPOSAL
2: APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, AS
AMENDED, TO CHANGE THE NAME OF THE COMPANY TO “ALLIQUA,
INC.”
|
|
PROPOSAL
3: RATIFICATION OF APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
OTHER
BUSINESS
|
|
SUBMISSION
OF FUTURE SHAREHOLDER PROPOSALS
|
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR
THE
SHAREHOLDER MEETING TO BE HELD ON DECEMBER 20, 2010:
Our
official Notice of Annual Meeting of Shareholders, Proxy Statement
and
2010
Annual Report to Shareholders are available at:
www.proxyvote.com
|
|
(1)
|
Election
of one Class I director to serve on our Board of Directors for a term of three
years or until his successor is elected and qualified, for which
the following is a nominee: Joseph
Sierchio.
|
|
(2)
|
Approval of an
amendment to the Company’s Articles of Incorporation, as amended,
to change the name of the Company to “Alliqua, Inc.” (the
“Name Change Amendment”).
|
|
(3)
|
Ratification
of the appointment of Marcum LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2010.
|
|
(4)
|
Such
other business as may properly come before the Annual
Meeting.
|
|
·
|
Attending
the Annual Meeting and voting in person. Your attendance at the Annual
Meeting will not by itself revoke a proxy. You must vote your shares by
ballot at the Annual Meeting to revoke your
proxy.
|
|
·
|
Completing
and submitting a new valid proxy bearing a later
date.
|
|
·
|
Giving
written notice of revocation to the Company addressed to Steven Berger,
Chief Financial Officer, Treasurer and Secretary, at the Company’s address
above, which notice must be received before noon on December
17.
|
Person
or Group
|
Number
of Shares of
HepaLife
Common Stock
|
Percent
|
David
Stefansky
|
35,794,498(1)
|
17.9%
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
||
Richard
Rosenblum
|
35,794,498(1)
|
17.9%
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
||
Steven
Berger
|
0
|
0
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
Joseph
Sierchio
|
110,000(2)
|
<1%
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
||
Amit
Dang
|
100,000(3)
|
<1%
|
60
State Street, Suite 700
|
||
Boston,
MA 02109
|
||
Frank
Menzler
|
40,900
|
<1%
|
60
State Street, Suite 700
|
||
Boston,
MA 02109
|
||
1420525
Alberta Ltd.
|
34,261,174(4)
|
17.2%
|
216-1628
West First Avenue
|
||
Vancouver,
B.C.
|
||
V6J
1G1 Canada
|
||
Harborview
Master Fund, L.P.
|
27,981,999(1)
|
14.0%
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
||
12th
Street Financial, LLC(5)
|
10,000,000
|
5.0%
|
850
Third Avenue, Suite 1801
|
||
New
York, NY 10022
|
||
Directors
and Executive Officers
|
35,904,498
|
18.0%
|
as
a group (4 persons)
|
(1)
|
Represents
shares of HepaLife’s common stock owned directly by Harborview Master
Fund, L.P. and Harborview Value Master Fund, L.P. Harborview Advisors, LLC
is the general partner of Harborview Master Fund, L.P. and Harborview
Value Master Fund, L.P. and has sole voting and dispositive power over the
securities. Richard Rosenblum and David Stefansky are the managing members
of Harborview Advisors, LLC and disclaim beneficial ownership of the
reported securities, except to the extent of any pecuniary interest in the
securities.
|
(2)
|
This
amount includes 10,000 shares of HepaLife’s common stock issuable upon
exercise of vested options.
|
(3)
|
Represents
shares issuable upon exercise of vested
options.
|
(4)
|
This
amount includes 31,057,980 shares of HepaLife’s common stock held by
1420525 Alberta Ltd., a private Alberta company wholly-owned by Harmel
Rayat, and 3,203,194 shares of HepaLife’s common stock held by Tajinder
Chohan, Mr. Rayat’s wife. In his capacity as the sole stockholder of
1420525 Alberta Ltd. and its President, Mr. Rayat may be deemed to have
beneficial ownership of the shares of HepaLife’s common stock owned by
1420525 Alberta Ltd.
|
(5)
|
This
information is based on a Schedule 13D filed on August 25,
2010. Matthew Harriton is the sole member of 12th Street
Financial, LLC and has voting and investment power with respect to the
shares of HepaLife common stock held by 12th Street Financial,
LLC.
|
Name
|
Age
|
Director Class
|
Position
|
Term Expiration
|
Joseph
Sierchio
|
60
|
Class
I
|
Director
|
2010
Annual Meeting
|
Richard
Rosenblum
|
51
|
Class
II
|
President
and Director
|
2011
Annual Meeting
|
David
Stefansky
|
38
|
Class
III
|
Chairman
|
2012
Annual Meeting
|
The
Board of Directors recommends that you vote FOR the director
nominee.
|
|
·
|
attract
and retain executives experienced in developing and delivering products
such as our own;
|
|
·
|
motivate
and reward executives whose experience and skills are critical to our
success;
|
|
·
|
reward
performance; and
|
|
·
|
align
the interests of our executive officers and shareholders by motivating
executive officers to increase shareholder
value.
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
All
Other Compensation
|
Total
|
||||||||||||
Amit
Dang (1)
|
2009
|
$
|
21,000
|
$
|
0
|
$
|
23,000
|
$
|
0
|
$
|
44,000
|
|||||||
Former
President, CEO,
|
2008
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||
CFO,
Secretary
|
||||||||||||||||||
Frank
Menzler (2)
|
2009
|
$
|
225,000
|
$
|
35,000
|
$
|
205,000
|
$
|
975(3)
|
$
|
465,975
|
|||||||
Former
President, CEO,
|
2008
|
$
|
225,000
|
$
|
0
|
$
|
450(3)
|
$
|
225,450
|
|||||||||
Chairman,
and Director
|
(1)
|
Mr.
Dang was appointed to his positions on October 13,
2009.
|
(2)
|
Mr.
Menzler resigned as a director effective September 30, 2009 and as an
officer effective October 13,
2009.
|
(3)
|
Represents
life insurance premiums for the benefit of Mr.
Menzler.
|
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 ($/sh)
|
Option
Expiration Date
|
|||||
Amit
Dang
|
0
|
0
|
100,000(1)
|
$
|
0.32
|
10/13/2014
|
(1)
|
It
was understood and agreed that the options would vest and become
exercisable, only when: (a) with Mr. Dang’s support and contribution, the
Company was able to successfully consummate a strategic transaction, or
other such commercial transaction which the Board of Directors deems
sufficiently substantial, or if (b) the Board of Directors, in its sole
discretion, elected to accelerate the vesting of the
options. On May 4, 2010, the Board of Directors adopted a
resolution to amend the stock option agreement for Mr. Dang to change the
period for exercising the option after termination from 90 days to 12
months. These options vested upon the discretion of the Board
of Directors prior to the Merger on May 7,
2010.
|
·
|
Compensation
should consist of a combination of cash and equity awards that are
designed to fairly pay the directors for work required for a company of
our size and scope;
|
·
|
Compensation
should align the directors’ interests with the long-term interests of
shareholders; and
|
·
|
Compensation
should assist with attracting and retaining qualified
directors.
|
Name
|
Fees
earned
or
paid
in
cash
(1)
|
Stock
awards
Aggregate
Grant Date Fair Value
|
Option
awards
Aggregate Grant Date Fair Value
|
Non-equity
incentive
plan
compensation
|
Nonqualified
deferred
compensation
earnings
|
All
other compensation (3)
|
Total
|
||||||||||||||
Javier
Jimenez
|
$
|
11,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
7,081
|
$
|
18,081
|
|||||||
Jatinder
Bhogal
|
$
|
11,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
3,315
|
$
|
14,315
|
|||||||
Roland
Schomer (2)
|
$
|
8,667
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
5,574
|
$
|
14,241
|
|||||||
Joseph
Sierchio
|
$
|
11,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
3,315
|
$
|
14,315
|
(1)
|
The
amounts in this column represent the monthly cash meeting fee earned by or
paid to the Company's directors for service during the fiscal year ended
December 31, 2009.
|
(2)
|
Mr.
Schomer resigned as a director effective October 6,
2009.
|
(3)
|
Other
compensation represent stock-based compensation expense the Company
recognized during 2009 relating to the 50,000 stock option each director
was granted when appointed to the Board of
Directors.
|
The
Board of Directors recommends a vote FOR approval of the
Name Change Amendment.
|
The Board of Directors
recommends a vote FOR the ratification of the
appointment of Marcum
LLP.
|
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
|
||
HEPALIFE
TECHNOLOGIES, INC.
850
THIRD AVENUE
SUITE
1801
NEW
YORK, NY 10022
|
Electronic
Delivery of Future PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions above
to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future
years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
The
Board of Directors recommends that you vote FOR
the director nominee:
|
For
All |
Withhold
All |
For
All
Except |
To
withhold authority to vote for any individual nominee(s), mark “For All
Except” and write the number(s) of the nominee(s) on the line
below.
|
|||||
|
o
|
o
|
o
|
||||||
1.
|
Election
of Directors
|
||||||||
Nominees
|
|||||||||
01
|
Joseph
Sierchio
|
||||||||
The
Board of Directors recommends that you vote FOR
proposals 2 and 3.
|
For
|
Against
|
Abstain
|
||||||
2.
|
Approval
of the amendment to the Company’s Articles of Incorporation, as amended,
to change the name of the Company to “Alliqua, Inc.”
|
o
|
o
|
o
|
|||||
3.
|
Ratification
of the appointment of Marcum LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2010.
|
o
|
o
|
o
|
|||||
NOTE:
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournments
or postponements thereof.
|
|||||||||
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as
such. Joint owners should each sign personally. All holders must sign. If
a corporation or partnership, please sign in full corporate or partnership
name, by authorized officer.
|
|||||||||
|
|||||||||
Signature
[PLEASE
SIGN WITHIN BOX]
|
Date
|
Signature
(Joint Owners)
|
Date
|
Annual
Meeting of Shareholders
HepaLife
Technologies, Inc.
December
20, 2010, 9:00 AM EST
This
proxy is solicited on behalf of the Board of Directors
The
undersigned hereby constitutes and appoints Richard Rosenblum and David
Stefansky, and each of them, his true and lawful agents and proxies with
full power of substitution in each, to represent and to vote, as
designated on this proxy card, all of the shares of common stock of
HepaLife Technologies, Inc. held of record by the undersigned on November
12, 2010 at the Annual Meeting of Shareholders to be held at the offices
of Haynes and Boone, LLP, located at 1221 Avenue of the Americas, 26th
Floor, New York, New York 10020, on December 20, 2010, at 9:00 AM
EST, and at any adjournments or postponements thereof, on all matters
coming before said meeting, and especially to vote on the items of
business specified on this proxy card, as more fully described in the
notice of the meeting dated November 15 and the proxy statement
accompanying such notice. The undersigned hereby revokes any proxy or
proxies previously given to represent or vote such common stock and hereby
ratifies and confirms all actions that said proxy, his substitutes, or any
of them, may lawfully take in accordance with the terms
hereof.
This
proxy, when properly executed, will be voted in the manner directed
herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors'
recommendations.
Continued
and to be signed on reverse
side
|