2014-08-14T12:01:00-05:00 2014-03-31 910189318 MOSS ADAMS LLP 9665 GRANITE RIDGE DRIVE SUITE 600 SAN DIEGO CA 92123 990 2013-04-01 954002032 ALFRED E MANN FOUNDATION FOR SCIENTIFIC RESEARCH ALFR 6617026700 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 DAVID HANKIN CEO 6617026700 2014-08-13 1 PATRICIA J MAYER P00188643 8586271400 2013 2015-11-30 17:44:51Z DAVID HANKIN 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 176823201 0 X WWW.AEMF.ORG X 1985 CA CONDUCT MEDICAL AND SCIENTIFIC RESEARCH 5 4 118 12 71075 0 667529 825894 495499 2525491 9286558 12263895 4187216 4024562 14636802 19639842 10300 10500 0 0 12514177 10944389 0 0 186245 9793062 13248290 22317539 24203179 -7680737 -4563337 121867281 114740000 15413443 11197787 106453838 103542213 X THE ALFRED MANN FOUNDATION IS A MEDICAL RESEARCH ORGANIZATION DEDICATED TO BRINGING ADVANCED MEDICAL TECHNOLOGIES TO THE PUBLIC TO PROVIDE SIGNIFICANT IMPROVEMENTS TO THE HEALTH, SECURITY AND QUALITY OF LIFE FOR PEOPLE SUFFERING FROM DEBILITATING MEDICAL CONDITIONS. 0 0 7999071 ADVANCED TECHNOLOGY PROJECTS (A/K/A THE "THINK TANK"): THE "THINK TANK" IS COMPRISED OF VARIOUS RESEARCH SCIENTISTS, ENGINEERS, LEGAL AND INTELLECTUAL PROPERTY EXPERTS, BUSINESS STRATEGISTS AND ANALYSTS WHO MONITOR AND EVALUATE NEW TECHNOLOGIES AND NEW PROJECT IDEAS AND CONCEPTS BEFORE THEY ARE ELEVATED TO THE STATUS OF FULL-FLEDGED DEVELOPMENT PROGRAMS. THE GROUP ALSO PROVIDES BUSINESS PLANNING SUPPORT FOR MORE MATURE AMF PROGRAMS THAT ARE ON THEIR WAY TO BEING COMMERCIALIZED. AMF HAS SEVERAL RESEARCH AND DEVELOPMENT EFFORTS UNDER WAY IN THIS GROUP THAT ARE DIRECTED AT DEVELOPING ADVANCED TECHNOLOGIES AND CONCEPTS, INCLUDING INNOVATIVE USES FOR PRESSURE SENSORS TO PROVIDE FEEDBACK FOR ROBOTIC PROSTHETIC LIMBS, NOVEL PACKAGING AND MANUFACTURING PROCESSES FOR IMPLANTABLE DEVICES, POINT-OF-CARE MOLUECULAR DIAGNOSTICS, AND IMPLANTABLE PUMPS AND SENSORS. STATUS:AS THE PROJECTS ARE IN INITIAL FEASIBILITY OR PROOF-OF-CONCEPT STAGE FOR THE MOST PART, EXPENDITURES ON ANY INDIVIDUAL PROJECT ARE LIMITED. SUCCESSFUL PROJECTS ARE SCREENED FOR ELEVATION TO DEVELOPMENT PROGRAM STATUS, OR TO BE FINANCED IN SPINOUT COMPANIES BY THIRD PARTIES. UNSUCCESSFUL EFFORTS ARE TERMINATED. DURING THE PREVIOUS PERIOD, A NUMBER OF NEW INNOVATIVE PROJECTS HAVE BEEN EVALUATED BY THE TEAM. OF MOST SIGNICANT NOTE IS A MONOLITHIC POLYMER COMPOUND THAT CAN EFFECTIVELY FILTER A NUMBER OF BIOLOGICAL ELEMENTS. AFTER CAREFUL EVALUATION AND REVIEW, THE FOUNDATION HAS SET UP A NEW COMPANY IN ORDER TO COMMERCIALIZE THIS TECHNOLOGY. THE COMPANY IS LOCATED WITHIN THE AMF FACILITY AND IS FINALIZING THE PRODUCT DESIGN AND BEGINNING COMMERCIALIZATION. 6099688 5500 2525491 IMES:INITIALLY, THE IMPLANTABLE MYOELECTRIC SENSOR ("IMES") PROJECT WAS A CONSORTIUM PROJECT WITH THE FOLLOWING PARTNERS: NORTHWESTERN UNIVERSITY, THE ILLINOIS INSTITUTE OF TECHNOLOGY, AND SIGENICS (A CLOSELY HELD ENGINEERING COMPANY). THE INITIAL FUNDING FOR THE IMES PROGRAM WAS COMING FROM THE NATIONAL INSTITUTES FOR BIOMEDICAL IMAGING AND BIOENGINEERING (NIBIB) AND THE NATIONAL INSTITUTE OF CHILD HEALTH AND HUMAN DEVELOPMENT (NICHD), AS WELL AS, THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY (DARPA). IN 2008, AMF ASSUMED CONTROL AND RESPONSIBILITY FOR THE ENTIRE PROJECT, PERFORMING MISSION CRITICAL ENGINEERING TASKS AND PREPARING FOR AND CONDUCTING A CLINICAL TRIAL. THE IMES SYSTEM IMPLANTED IN THE RESIDUAL LIMB OF A LIMB AMPUTEE WOULD TRANSMIT MUSCLE SIGNALS TO THE WEARABLE PROSTHESIS TO PERMIT CONTROL OF THE PROSTHESIS IN A MORE NATURAL AND INTUITIVE MANNER. STATUS:AMF HAS QUALIFIED THE FIRST GENERATION IMES SYSTEM FOR A CLINICAL TRIAL WITH UPPER LIMB AMPUTEES. A CLINICAL TRIAL PROTOCOL WAS DEVELOPED AND FDA APPROVAL WAS OBTAINED. TWO PATIENTS HAVE BEEN IMPLANTED AT WALTER REED NATIONAL MILITARY MEDICAL CENTER AND HAVE REPORTED THAT THE NEW EQUIPMENT MADE AVAILABLE TO THEM DURING THE STUDY HAS IMPROVED THEIR QUALITY OF LIFE. A THIRD PATIENT IS DUE TO BE IMPLANTED MID-2014.AMF HAS ALSO RECEIVED FUNDING FROM DARPA TO DEVELOP A NEW VERSION OF AN IMES DEVICE WHERE A LEAD IS ATTACHED TO THE IMES DEVICE CAPSULE. THE LEAD GREATLY INCREASES THE DEVICE SENSITIVITY AND FLEXIBILITY. THE PROJECT IS ON SCHEDULE FOR COMPLETION IN 2015 WITH THE MAJOR ACTIVITIES DURING 2013 BEING THE PRODUCTION BUILD AND INITIAL QUALIFICATION TESTING OF THE IMPLANT. DURING 2013 AMF ALSO CONTINUED SUPPORTING A COLLABORATION WITH OSSUR, A MAKER OF LOWER-LIMB PROSTHETICS AND OTHER ORTHOTIC DEVICES. ADDITIONALLY, AMF ENTERED INTO A COLLABORATION AGREEMENT WITH OTTOBOCK, THE WORLD'S LARGEST MAKER OF PROSTHETIC DEVICES (BOTH UPPER AND LOWER LIMB), TO EVALUATE IMES DEVICES IN CONNECTION WITH A TRANSHUMERAL (UPPER LIMB) AMPUTEE. THE OSSUR STUDY IS BEING CONDUCTED IN ICELAND, AND THE OTTOBOCK STUDY WILL BE CONDUCTED IN AUSTRIA. FINALLY, THE INTIAL COLLABORATION WAS RE-VITALIZED TO COMMENCE RESEARCH AND DEVELOPMENT WORK ON A SECOND GENERATION OF IMES, (PARTIALLY SUPPORTED BY A GRANT FROM THE NATIONAL INSTITUTES OF HEALTH) WHICH WILL CONTAIN ADVANCED FEATURES TO IMPROVE MEDICAL OUTCOMES AT NO ADDITIONAL COST TO THE PATIENT OR HEALTHCARE SYSTEM. INITIAL DESIGN IS COMPLETE WITH MAJOR FOCUS BEING ON THE DEVELOPMENT OF A CUSTOMER INTEGRATED CIRCUIT. 3376732 5000 EPIONE (BMF):THE EPIONE IS A "NEXT GENERATION" STIMULATOR SYSTEM DESIGNED TO FUNCTIONALLY IMPROVE UPON PREVIOUS SYSTEMS, AS WELL AS, ALLOW THE TECHNOLOGY TO BE MORE WIDELY USED. THE SYSTEM WILL TREAT PERFERRAL NERVE PAIN, AS WELL AS, HAVE THE POTENTIAL TO BE A SPINAL CORD STIMULATION. ITS SMALL SIZE WILL ALLOW PLACEMENT IN NUMEROUS LOCATIONS WITHIN THE BODY.STATUS:SYSTEM AND COMPONENT REQUIREMENTS AND SPECIFICATIONS HAVE BEEN COMPLETED. MATERIAL SUPPLIES REQUIRED FOR MANUFACTURING IMPLANTABLE PROTOTYPES, EXTERNAL HARDWARE PROTOTYPES, TEST STATIONS AND SURGICAL TOOLS HAVE BEEN PROCURED. INITIAL DESIGN AND DEVELOPMENT WAS COMPLETED AND PROTOTYPES BUILT. THE FOUNDATION CREATED A NEW COMPANY IN ORDER TO COMMERCIALIZE THIS TECHNOLOGY, AND THIS COMPANY HAS SUCCESSFULLY RAISED OVER $30 MILLION IN THIRD-PARTY INVESTMENT FUNDS, WHICH IS INTENDED TO SUPPORT THE FURTHER DEVELOPMENT OF THE PRODUCTS THROUGH INITIAL CLINICAL TRIAL. 3117257 4500000 IMPLANTABLE PAIN PUMP:IN DECEMBER 2009, AMF PURCHASED THE ASSETS OF A COMPANY CALLED INFUSION SYSTEMS. THE ASSETS INCLUDED, AMONG OTHER THINGS, THE INTELLECTUAL PROPERTY AND HARD ASSETS/EQUIPMENT NECESSARY TO BUILD AN IMPLANTABLE INFUSION PUMP THAT IS INTENDED TO BE USED TO PUMP VARIOUS PHARMACEUTICAL PRODUCTS INTO THE HUMAN BODY SAFELY AND ACCURATELY. THE INITIAL APPLICATION IS FOR PAIN MANAGEMENT USING MORPHINE. STATUS:THE FOUNDATION SUBMITTED AND THE FDA APPROVED AN IDE APPLICATION TO START A HUMAN CLINICAL TRIAL FOR PAIN MANAGEMENT USING INFUMORPH. ALL THE SYSTEM COMPONENTS AND ACCESSORY INVENTORY HAS BEEN BUILT TO SUPPORT THE PIVOTAL HUMAN TRIAL. OF THE 75 PATIENTS TARGETED, 60 PATIENTS HAVE BEEN IMPLANTED WITH FULL ENROLLMENT EXPECTED BY JUNE 2014. IN ORDER TO PREPARE FOR AN UPCOMING SUBMISSION TO THE FDA FOR PRE-MARKET APPROVAL ("PMA"), OTHER KEY TASKS WERE STARTED DURING THIS PERIOD. BASED ON THE SUCCESS OF THE CLINICAL TRIAL, THE FOUNDATION HAS CREATED A NEW COMPANY IN ORDER TO COMMERCIALIZE THIS TECHNOLOGY AND HAS TRANSFERRED ALL RELATED TECHNOLOGY AND OTHER ASSETS AND OPERATIONS TO THIS NEW COMPANY. THE NEW COMPANY WILL FOCUS ON COMPLETING THE CLINICAL TRIAL, OBTAINING VARIOUS REGULATORY APPROVALS AND BEGINNING PRODUCT COMMERCIALIZATION. (EXPENSES OF $2,731,054)FEBPM:THE FUNCTION ELECTRICAL STIMULATION BATTERY POWERED MICROSTIMULATOR (FEBPM) PROGRAM (FORMERLY THE BATTERY POWERED MICROSTIMULATOR (BPM) PROGRAM) IS THE DEVELOPMENT OF THE NEXT-GENERATION MICROSTIMULATOR SYSTEM. IT IS DESIGNED FOR A WIDE RANGE OF MEDICAL APPLICATIONS INCLUDING LOCALIZED INDIVIDUAL MUSCLE CONTROL AND ORCHESTRATED MUSCLE GROUP CONTROL. THE PRESENT MICROSTIMULATOR (RFM - SEE BELOW) IS POWERED AND CONTROLLED THROUGH AN EXTERNAL RF FIELD AND ONLY A FEW MICROSTIMULATORS CAN BE CONTROLLED AT ONCE USING A CONTROL ALGORITHM INSTALLED ON A PC AND UTILIZING LIMITED ACTIVITY SEQUENCES. BY CONTRAST, THE FEBPM IMPLANT HAS ITS OWN POWER SUPPLY WHICH CAN BE RECHARGED AS NEEDED AND THEN CAN OPERATE FOR PERIODS OF TIME. NUMEROUS FEBPM'S CAN BE COMMUNICATED WITH AND CONTROLLED USING ONE EXTERNAL CONTROLLER. FUTURE VERSIONS OF THE FEBPM SYSTEM MAY ALSO CONTAIN SENSORS CAPABLE OF COMMUNICATING BACK TO THE CONTROLLER TO DELIVER VARIOUS TYPES OF INFORMATION USED FOR SYSTEM OPERATION.STATUS:BASED ON OTHER PRIORITIES WITHIN THE FOUNDATION, THE FEBPM PROGRAM WAS TEMPORALLY SLOWED DOWN WHILE FOCUS WAS PLACED ON OTHER PROGRAMS. (EXPENSES OF $261,670)RFM:THE RADIO FREQUENCY MICROSTIMULATOR (RFM) IS A SYSTEM OF DEVICES INTENDED TO STIMULATE NERVES TO CONTROL MUSCLE MOVEMENT IN PATIENTS WHO HAVE EXPERIENCED A DEBILITATING MUSCLE/NERVE INJURY OR DISEASE. THE SYSTEM CONSISTS OF IMPLANTED MICROSTIMULATORS, SURGICAL TOOLS USED TO IMPLANT THE MICROSTIMULATORS, EXTERNAL COMPONENTS USED TO POWER THE IMPLANTED MICROSTIMULATORS (A CONTROL UNIT AND RF COIL), AND A LAPTOP WITH CUSTOM SOFTWARE USED TO PROGRAM THE MICROSTIMULATORS. STATUS:AFTER RECEIVING IDE APPROVAL FROM THE FDA ON JUNE 4, 2012 FOR A CLINICAL STUDY FOR IMPROVEMENT OF ARM FUNCTIONS FOLLOWING TRAUMATIC BRAIN INJURY, AMF HAS COMPLETED THE SINGLE PATIENT TRIAL AND HAS CLOSED THE STUDY. PATIENT RESULTS WERE WITHIN THE EXPECTED RANGE. (EXPENSES OF $124,533) 3117257 4500000 20592748 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 1 0 0 0 1 0 0 1 0 1 0 0 0 1 0 0 0 1 1 0 0 0 0 1 1 1 0 0 1 53 0 1 118 1 1 1 0 0 0 0 1 1 0 0 0 0 X 5 4 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 CA X PETRINA HARRIS 6617026883 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 ALFRED MANN MEMBER 3.00 X 0 0 0 BRIAN MANN BOARD MEMBER 2.00 X 0 0 0 ROBERT GREENBERG CHAIRMAN 2.00 X X 0 0 0 RICHARD WAUGH BOARD MEMBER 2.00 X 0 0 0 MIMI DANIHEL BOARD MEMBER 2.00 X 0 0 0 ROBERT GUEZURAGA BOARD MEMBER 2.00 X 0 0 0 DAVID HANKIN CEO 65.00 X 400307 0 35836 FARAH BOROOMAND CFO 50.00 X 244226 0 14653 MARK CHAMBERLAIN COO 52.00 X 314384 0 30148 GUANGQIANG JIANG VP OF R&D 45.00 X 223920 0 18648 JOHN PETROVICH GENERAL COUNSEL 53.00 X 278234 0 24416 STEPHEN HESSELL VP, IMPLANTABLE PUMP 40.00 X 219260 0 6020 MICHAEL PERRIN DIRECTOR, QUALITY ASSURANCE 47.00 X 168865 0 16412 SCOTT LAYNE MEDICAL DOCTOR 40.00 X 183080 0 5360 CHARLES L BYERS PRINCIPAL SCIENTIST 40.00 X 175691 0 15163 JAMES WOLFE PRINCIPAL ASIC DESIGN ENGINEER 40.00 X 170343 0 22757 GLEN GRIFFITH PRINCIPAL RF COMMUNICATIONS ENGINEER 40.00 X 232295 0 23581 CLAUDIO PROPATO FIRMWARE GROUP MANAGER 40.00 X 171065 0 15807 2781670 0 228801 43 0 1 0 KAYE SCHOLER LLP 1999 AVENUE OF THE STARS STE 1600 LOS ANGELES CA 90067 LEGAL SERVICES 1979263 DC BERRIDGE LLC 314 N VISTA STREET LOS ANGELES CA 90036 SPECIAL EVENT CONSULTING SERVICES 442727 MORGAN LEWIS & BOCKIUS LLP 300 S GRAND AVENUE 22ND FLOOR LOS ANGELES CA 90071 LEGAL SERVICES 202792 OCEAN TOMO LLC 200 WEST MADISON 37TH FLOOR CHICAGO IL 60606 EXPERT WITNESS SERVICES 154200 HENRICKS SLAVIN & HOLMES LLP 840 APOLLO STREET 200 EL SEGUNDO CA 90245 LEGAL SERVICES 124479 6 818765 7129 825894 RESEARCH GRANT INCOME 900099 2525491 2525491 2525491 2127317 17153 2110164 4500000 4500000 166616151 156424203 55370 10191948 -55370 10136578 10136578 157500 818765 703786 -546286 -546286 ROUNDTRIP 900000 105902 105902 OTHER INCOME 999999 16926 16926 PARTNERSHIP PASSTHROUGH K-1 900000 -51980 -51980 70848 19639842 7025491 71075 11717382 X 10500 10500 1984159 1629257 354902 7439779 6430584 914021 95174 152849 140196 11197 1456 656997 567854 82361 6782 710605 608131 95175 7299 5489381 5206804 282577 96708 96708 3408440 2233413 1164682 10345 1906043 1816319 64904 24820 355810 312978 42832 942265 784849 124847 32569 222656 178074 42885 1697 35843 22082 13260 501 588458 504567 82930 961 95716 79734 12675 3307 EDUCATION & MORALE 57168 49081 6764 1323 MISCELLANEOUS 49802 18325 31466 11 24203179 20592748 3424186 186245 1112647 3941925 1353977 1334338 94483 813225 10000000 2517153 271716 309809 8959501 7201067 1817527 1758434 96961453 91293276 6683380 10715128 1880396 755813 1691702 1300899 121867281 114740000 2317056 4042579 13096387 7155208 15413443 11197787 X 106453838 103542213 106453838 103542213 121867281 114740000 X -4563337 1705634 -53922 X 0 1 X 1 1 1 X JAMES A HALEY VA MEDICAL CENTER TAMPA FL WALTER REED NATIONAL MILITARY MEDICAL CENTER BETHESDA MD THE CENTER FOR CLINICAL RESEARCH WINSTONSALEM NC UCSD CENTER FOR PAIN MEDICINE SAN DIEGO CA NEUROVATIONS NAPA CA MILLENNIUM PAIN CENTER BLOOMINGTON IL THE CENTER FOR PAIN AND SUPPORTIVE CARE PHOENIX AZ CENTER FOR PAIN MANAGEMENT ST LOUIS MO PAIN RESEARCH OF OREGON EUGENE OR GLOBAL SCIENTIFIC INNOVATIONS EVANSVILLE IN COASTAL PAIN RESEARCH CARLSBAD CA RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1512858 478924 1033934 5068861 4499962 568899 2377782 2222181 155601 1758434 LIMITED PARTNERSHIPS 2219483 F BIONESS INC. 2077000 F AXONICS MODULATION TECHNOLOGIES, INC. 813645 F MEDALLION THERAPEUTICS, INC. 5600000 F MONOLYTHIX, INC. 5000 F 10715128 X PART X, LINE 2: THE FOUNDATION, UNDER THE PROVISIONS OF ASC 740, INCOME TAXES, HAD NO UNCERTAIN TAX POSITIONS REQUIRING ACCRUAL AS OF MARCH 31, 2014. THE FOUNDATION'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. THE FOUNDATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY TAXING AUTHORITIES FOR YEARS BEFORE 2010 FOR ITS FEDERAL FILING AND FOR YEARS BEFORE 2009 FOR ITS STATE FILINGS. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 8766436 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENT FEE EXPENDITURES 678254 0 0 0 0 0 0 9444690 0 9444690 1 0 1 1 1 0 GALA 976265 818765 157500 703786 976265 818765 157500 703786 703786 -546286 1 PART I, LINE 2: AMOUNTS PROVIDED ARE TO PUBLIC CHARITIES, ACCOUNTING DEPARTMENT MAINTAINS BACKUP DETAILS. NO ONE RECIPIENT RECEIVED MORE THAN $5,000. X X X X 1 0 0 0 0 0 0 1 0 DAVID HANKIN CEO 303307 0 85000 0 12000 0 5049 0 30787 0 436143 0 0 0 FARAH BOROOMAND CFO 196726 0 47500 0 0 0 4175 0 10478 0 258879 0 0 0 MARK CHAMBERLAIN COO 259384 0 55000 0 0 0 4476 0 25672 0 344532 0 0 0 GUANGQIANG JIANG VP OF R&D 195920 0 28000 0 0 0 3922 0 14726 0 242568 0 0 0 JOHN PETROVICH GENERAL COUNSEL 226734 0 51500 0 0 0 4758 0 19658 0 302650 0 0 0 STEPHEN HESSELL VP, IMPLANTABLE PUMP 219260 0 0 0 0 0 4286 0 1734 0 225280 0 0 0 MICHAEL PERRIN DIRECTOR, QUALITY ASSURANCE 148865 0 20000 0 0 0 3151 0 13261 0 185277 0 0 0 SCOTT LAYNE MEDICAL DOCTOR 156029 0 0 0 27051 0 3135 0 2225 0 188440 0 0 0 CHARLES L BYERS PRINCIPAL SCIENTIST 170691 0 5000 0 0 0 3490 0 11673 0 190854 0 0 0 JAMES WOLFE PRINCIPAL ASIC DESIGN ENGINEER 167343 0 3000 0 0 0 3396 0 19361 0 193100 0 0 0 GLEN GRIFFITH PRINCIPAL RF COMMUNICATIONS ENGINEER 187295 0 45000 0 0 0 4264 0 19317 0 255876 0 0 0 CLAUDIO PROPATO FIRMWARE GROUP MANAGER 133753 0 0 0 37312 0 1809 0 13998 0 186872 0 0 0 PART I, LINE 4A SCOTT LAYNE RECEIVED A SEVERANCE PAYMENT OF $27,051. CLAUDIO PROPATO RECEIVED A SEVERANCE PAYMENT OF $37,312. PART I, LINE 7 BONUS PAYMENTS WERE MADE, BUT ARE BASED ON ACHIEVEMENTS, GOALS, AND ARE APPROVED BY BOARD OF DIRECTORS. MONOLYTHIX INC DIRECT - 6098 OWNERSHIP BY AEMFSR INITIAL FUNDING X 250000 252153 0 1 1 MEDALLION THERAPEUTICS INC - DIRECT - 8811 OWNERSHIP BY AEMFSR INITIAL FUNDING X 2250000 2265000 0 1 1 BIONESS INC - INDIRECT 35 OWNERSHIP BY ALFRED E MANN MEMBER BRIDGE LOAN X 10000000 0 0 1 1 AXONICS MODULATION TECHNOLOGIES INC - DIRECT - 4915 OWNERSHIP BY AEMFSR INITIAL FUNDING X 1500000 0 0 1 1 2517153 MANN BIOMEDICAL PARK LLC ENTITY MORE THAN 35% OWNED BY ALFRED E. MANN, MEMBER 740945 THE FOUNDATION IS PARTY TO TWO LEASES WITH MANN BIOMEDICAL PARK, LLC FOR THE FOLLOWING FACILITIES: 1) 25133 RYE CANYON LOOP, SANTA CLARITA FOR $1,710 PER MONTH FOR 4/1/13-8/31/13 AND $1,749 PER MONTH FOR 9/1/13-3/31/14, AND 2) 25134 RYE CANYON LOOP, SANTA CLARITA FOR $59,238 PER MONTH FOR 4/1/13-8/31/13 AND $60,566 PER MONTH FOR 9/1/13-3/31/14. 0 X VALUABLE ITEM 1 0 NONE 0 0 0 PART I, LINE 33: THE DONATED ITEMS WERE NOT RECORDED WHEN THEY WERE RECEIVED, BUT THE PROCEEDS FROM SELLING THEM WERE RECORDED AS REVENUE. THESE ITEMS WERE DONATED SHORTLY BEFORE THE ANNUAL FUNDRAISING EVENT. FORM 990, PART VI, SECTION A, LINE 2 BRIAN MANN AND ALFRED MANN, FAMILY RELATIONSHIP ROB GREENBERG AND ALFRED MANN, BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 6 THE FOUNDATION HAS 1 SOLE MEMBER AND 5 BOARD MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION SHALL HAVE UP TO FIVE MEMBERS. ALFRED E. MANN (LEAD MEMBER) HAS THE AUTHORITY TO APPOINT HIS SUCCESSOR AS LEAD MEMBER AND TO APPOINT ALL OTHER MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B THE LEAD MEMBER HAS THE POWER AND RIGHT TO DESIGNATE ALL DIRECTORS. DIRECTORS MAY ONLY BE REMOVED BY THE DIRECTORS WITH WRITTEN CONSENT OF THE LEAD MEMBER. FORM 990, PART VI, SECTION B, LINE 11 A DRAFT OF FORM 990 WAS PRESENTED BY MANAGEMENT TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THEIR REVIEW AND DISCUSSION. A FULL COPY OF THE FORM WAS PROVIDED TO ALL VOTING MEMBERS PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST DISCLOSURES ARE UPDATED ANNUALLY AND POTENTIAL CONFLICTS ARE REVIEWED PRIOR TO PARTICIPATING IN TRANSACTIONS.IF A CONFLICT EXISTS, THE PERSON WITH A CONFLICT DOES NOT VOTE. THERE HAVE BEEN NO INCIDENCES THIS REPORTING YEAR. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD OF DIRECTORS REVIEWS AND APPROVES THE COMPENSATION OF THE CEO AND CFO. THEY ALSO REVIEW AND APPROVE THE OVERALL ANNUAL ADJUSTMENTS TO COMPENSATION OF OTHER EMPLOYEES. SPECIFIC ADJUSTMENTS FOR OTHER EMPLOYEES ARE HANDLED BY THE CEO AND HEAD OF HUMAN RESOURCES USING COMPARISONS TO SALARY SURVEYS FOR SIMILAR POSITIONS AND EXPERIENCE. DURING THE YEAR ENDED MARCH 31, 2014, THE ORGANIZATION HAD AN OUTSIDE COMPENSATION ANALYSIS COMPLETED COVERING EXECUTIVE MANAGEMENT, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES. THE BOARD OF DIRECTORS APPROVED COMPENSATION FOR THE CEO AND CFO. THIS PROCESS WAS DOCUMENTED. FORM 990, PART VI, SECTION C, LINE 19 MEMBERS OF THE PUBLIC OR INTERESTED PARTIES MAY REQUEST TO REVIEW OR RECIEVE A COPY OF THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS BY PHONE OR MAIL. FORM 990, PART IX, LINE 11G CONSULTING FEES: PROGRAM SERVICE EXPENSES 330,578. MANAGEMENT AND GENERAL EXPENSES 395. FUNDRAISING EXPENSES 350. TOTAL EXPENSES 331,323. OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 130,004. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 130,004. OUTSIDE LAB TESTING: PROGRAM SERVICE EXPENSES 121,675. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 121,675. PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 708,745. MANAGEMENT AND GENERAL EXPENSES 1,164,287. FUNDRAISING EXPENSES 9,995. TOTAL EXPENSES 1,883,027. TEMPORARY LABOR: PROGRAM SERVICE EXPENSES 305,572. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 305,572. STUDY COMPENSATION: PROGRAM SERVICE EXPENSES 607,774. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 607,774. START-UP IRB & MARKETING: PROGRAM SERVICE EXPENSES 29,065. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 29,065. FORM 990, PART XI, LINE 9: PARTNERSHIP PASSTHROUGH K-1 51,980. ROUNDTRIP -105,902. ROUNDTRIP LLC 12744 SAN FERNANDO ROAD SYLMAR CA 91342 383725765 RESEARCH & DEVELOPMENT OF LOCATION SYSTEMS DE N/A UNRELATED 105902 0 0 0.25130 MANN BIOMEDICAL PARK LLC 25141 RYE CANYON LOOP VALENCIA CA 91355 PROPERTY RENTAL CA N/A N/A 0 0 INCUMED LLC 25134 RYE CANYON LOOP 300 VALENCIA CA 91355 HOLDING COMPANY PROVIDING STRATEGIC , OPERATIONAL & CA N/A N/A 0 0 PERQFLO LLC 25134 RYE CANYON LOOP 300 VALENCIA CA 91355 PUMP DEVELOPMENT COMPANY CA N/A N/A 0 0 CORE MANUFACTURING LLC 28575 LIVINGSTON AVENUE VALENCIA CA 91355 MANUFACTURING & RESEARCH CA N/A UNRELATED -1032146 617650 0 0 0.29520 BIONESS INC 25103 RYE CANYON LOOP VALENCIA CA 91355 DESIGN MANUFACTURE & SALE OF MEDICAL DEVICES DE N/A C 0.03950 0 NEUROSYSTEC CORPORATION 25134 RYE CANYON LOOP STE 370 VALENCIA CA 91355 PHARMACEUTICAL SOLUTIONS DEVELOPMENT CA N/A C 0 AXONICS MODULATION TECHNOLOGIES INC 16411 SCIENTIFIC WAY SUITE 200 IRVINE CA 92618 454744083 DEVELOPMENT AND COMMERCIALIZATION OF MEDICAL DEVICE (SPINAL CORD STIMULATOR) DE N/A C 0.49150 0 MONOLYTHIX INC 25134 RYE CANYON LOOP VALENCIA CA 91355 464616473 MONOLITHIC STRUCTURE DEVELOPMENT FOR DISEASE DETECTION, BLOOD ANALYSIS NV N/A C 0.60980 0 MEDALLION THERAPEUTICS INC 25134 RYE CANYON LOOP VALENCIA CA 91355 464651082 DEVELOPMENT AND COMMERCIALIZATION OF MEDICAL DEVICE (IMPLANTABLE DRUG PUMP) DE N/A C 0.88110 0 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 MONOLYTHIX INC D 252153 CASH MEDALLION THERAPEUTICS INC B 5600000 FAIR VALUE INTELLECTUAL PROPERTY MEDALLION THERAPEUTICS INC D 2265000 CASH MONOLYTHIX INC A 2153 INTEREST INCOME MEDALLION THERAPEUTICS INC A 15000 INTEREST INCOME