-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFqG9tf2yxbfiD6vt/OfezNiiS2GndvmLBnPMupf7Cs5ZTN2wj5at9m8hQdfvpk6 kspIUgSJmBt3lkpUFmlfmg== 0000812796-95-000006.txt : 19951130 0000812796-95-000006.hdr.sgml : 19951130 ACCESSION NUMBER: 0000812796-95-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19951128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTHERAPEUTICS INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 95596729 BUSINESS ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 BUSINESS PHONE: 7012329575 MAIL ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 31, 1995 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-11572 ImmmunoTherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 41-1505029 (State of other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 3233 15th Street South, Fargo, ND 58104 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (701) 232-9575 (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No At October 31, 1995, 5,272,048 shares of the registrant's common stock (par value, $.001 per share) were outstanding. PART I - FINANCIAL INFORMATION IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET (UNAUDITED)
October 31, 1995 ASSETS Current assets: Cash and cash equivalents $ 1,421,141 Prepaid expenses 15,197 TOTAL CURRENT ASSETS $ 1,436,338 Office and lab equipment, Net of Accumulated Depreciation of $896,310. 113,183 Leasehold improvements, Net of Accumulated Amortization of $298,817. 115,853 Patent issuance costs, Net of Accumulated Amortization of $5,068. 186,427 TOTAL ASSETS $ 1,851,801 See accompanying condensed notes to financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 28,620 TOTAL CURRENT LIABILITIES $ 28,620 STOCKHOLDERS' EQUITY: Preferred stock, $.05 par value. Authorized 500,000 shares; none issued and outstanding -- Common stock, $0.001 par value. Authorized 50,000,000 shares; issued 5,901,675, outstanding 5,272,048 5,902 Additional paid-in capital 10,068,747 (Deficit) accumulated during the development stage (7,951,468) Total $ 2,123,181 Less: Treasury Stock, at cost, 629,627 shares (300,000) TOTAL STOCKHOLDERS' EQUITY 1,823,181 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,851,801 See accompanying condensed notes to financial statements
IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative from February 15, 1985 Three Months Ended Oct 31, (date of inception) 1995 1994 to Oct 31, 1995 SBIR contract revenue $ $ $ 100,000 Operating expenses: SBIR contract research and development $ -- $ -- $ 86,168 Proprietary research and development 235,308 $ 269,177 6,292,148 Rent Expense 12,877 9,844 345,559 General and administrative expenses 53,742 76,893 2,052,092 Total operating expenses $ 301,927 $ 355,914 $ 8,775,967 (Loss) from operations (301,927) (355,914) (8,675,967) Other income -- -- 1,512 Interest income 16,956 29,032 763,625 Interest expense -- -- (40,638) Net loss $ (284,971) $ (326,882) $ (7,951,468) Net loss per share $ (0.05) $ (0.06) Weighted average common shares outstanding 5,272,048 5,642,698
See accompanying condensed notes to financial statements IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative from February 15, 1985 Nine Months Ended Oct 31, (date of inception) 1995 1994 to July 31, 1995 SBIR contract revenue $ $ $ 100,000 Operating expenses: SBIR contract research and development $ -- $ -- $ 86,168 Proprietary research and development 646,853 $ 779,351 6,292,148 Rent Expense 29,284 25,406 345,559 General and administrative expenses 268,910 208,547 2,052,092 Total operating expenses $ 945,047 $ 1,013,304 $ 8,775,967 (Loss) from operations (945,047) (1,013,304) (8,775,967) Other income -- 130 1,512 Interest income 62,397 76,365 763,625 Interest expense -- -- (40,638) Net loss $ (882,650) $ (936,809) $ (7,951,468) Net loss per share $ (0.17) $ (0.16) Weighted average common shares outstanding 5,272,048 5,814,987
See accompanying condensed notes to financial statements IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative from Nine months February 15, 1985 ended Oct 31, (date of inception) 1995 1994 to Oct 31, 1995 OPERATING ACTIVITIES: Net (loss) $ (882,650) $ (936,809) ($ 7,951,468) Adjustments to Reconcile Net (Loss) to Cash Provided by Operating Activities: Depreciation and Amortization 144,371 140,609 712,561 Amortization of Discounted Note Receivable -- -- -- Amortization of Deferred Revenue -- -- -- Amortization of Deferred Compensation 13,500 51,000 131,786 Excess of Fair Market Value Over Option Price on Non-Qualified Options Granted (5,474) (10,386) 279,585 Gain on Sale of Assets -- (130) 740 Write off on Patent Issuance Cost -- 18,357 101,006 Changes in Assets and Liabilities: (Increase) Decrease in: Prepaid Expenses 38,457 (38,193) (15,197) Increase (Decrease) in: Accounts Payable 3,412 23,216 3,412 Accrued Expenses (55,017) (76,269) 119,205 Accrued Salaries 124 -- 124 Accrued Payroll Taxes -- (2,000) -- Delaware Franchise Tax (4,151) (2,553) (4,151) Defered Revenue -- -- -- Total Adjustments $ (135,222) $ 103,651 $ 1,327,591 NET CASH-OPERATING ACTIVITIES-Forward $ (747,438) $ (833,158) $ (6,623,877) INVESTING ACTIVITIES: Patent Issuance Cost $ (60,959) $ (17,019) $ (292,502) Organizational Costs Incurred -- -- (135) Deposit on Leasehold Improvements -- -- (5,000) Purchase of Leasehold Improvements (6,628) (4,803) (414,671) Purchases of Office and Lab Equipment -- (1,817) (516,984) Proceeds from Assets Sold -- 130 1,000 NET CASH-INVESTING ACTIVITIES-Forward $ (67,587) $ (23,509) $ (1,228,292) See Accompanying Condensed Notes to Financial Statements
IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOW (UNAUDITED
Cumulative from Nine Months February 15, 1985 Ended Oct 31, (date of inception) 1995 1994 to Oct 31, 1995 NET CASH-OPERATING ACTIVITIES-Forwarded $ (747,428) $ (833,158) $ (6,623,877) NET CASH-INVESTING ACTIVITIES-Forwarded $ (67,587) $ (23,509) $ (1,228,292) FINANCING ACTIVITIES: Net Proceeds from Issuance of Common Stock $ -- $ -- $ 9,594,876 Purchase of Common Stock -- (300,000) (300,000) Proceeds from Exercise of Options -- -- 87 Proceeds from Borrowings from President -- -- 41,433 Repayment of Borrowings from President -- -- (41,433) Proceeds from Borrowings Under Line of Credit -- -- 300,000 Repayment of Borrowings Under Line of Credit -- -- (300,000) Proceeds from Note Payable to Bank -- -- 150,000 Payments on Note Payable to Bank -- -- (150,000) Proceeds from Borrowings from Stockholders -- -- 15,867 Repayment of Borrowings from Stockholders -- -- (15,867) Advances from Parent Company -- -- 135,000 Payments to Parent Company -- -- (135,000) Repayment of Long- Term Note Receivable -- -- 50,315 Repayment of Note Payable Issued in Exchange for Legal Service -- -- (71,968) NET CASH- FINANCING ACTIVITIES $ -- $ (300,000) $ 9,273,310 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (815,015) $ (1,156,667) $ 1,421,141 CASH AND CASH EQUIVALENTS- BEGINNING OF PERIODS $ 2,236,156 $ 3,698,639 $ CASH AND CASH EQUIVALENTS- END OF PERIODS $ 1,421,141 $ 2,541,972 $ 1,421,141 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the periods for: Interest $ -- $ -- $ 40,648 See accompanying Condensed Notes to Financial Statements
IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) Financial Statements The Balance Sheet as of October 31, 1995, the Statements of Operations for the three and nine month periods ended October 31, 1994 and 1995; and the cumulative period from February 15, 1985 (date of inception) to October 31,1995; and the Statements of Cash Flows for the nine month periods ended October 31, 1995 and October 31, 1994 have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position at October 31, 1995 and the results of operations and cash flows for the periods ended October 31, 1995 and October 31, 1994 have been made. All adjustments were of a normally recurring nature. The results of operations for interim periods are not necessarily indicative of the results for the full fiscal year. IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Company is a development stage enterprise and expects no significant revenue from the sale of products for the current fiscal year. On August 20, 1992, the Company completed a public offering of securities and realized net proceeds of approximately $6,750,000, before deducting expenses related to the offering of approximately $500,000. At January 31, 1995, and October 31, 1995, the Company had cash and cash equivalents of $2,236,156 and $1,421,141, respectively, and working capital of $2,205,557 and $1,407,718, respectively. The decline in working capital is due primarily to ongoing research and development activities, and general and administrative expenses. The Company's current level of research and development activities requires the expenditure of approximately $100,000 per month. Additional expenses will be incurred in outside expanded clinical trials to accomplish the necessary data collection and clinical trials required by the FDA for the commercial production, marketing and distribution of the Company's first proposed product. Management of the Company believes that its current cash resources will be sufficient to support its operations for at least through July 31, 1996. The Company's cash resources will not be sufficient at current levels to permit the Company to complete the clinical trials of its initial proposed product necessary to obtain any FDA approvals. Accordingly, the Company may be required to collaborate with one or more large pharmaceutical companies which will provide the necessary financing and expertise to obtain regulatory approvals, complete clinical development, manufacture and market such product. Alternatively, the Company will be required to seek additional funds from other sources not now identified. There can be no assurance that the Company will be able to enter into the collaborative agreements or raise additional capital necessary to complete its clinical trials, obtain necessary regulatory approvals, or fully develop or commercialize its proposed product on acceptable terms. In such event, if the Company was unable to obtain from alternative sources the substantial financing necessary on acceptable terms, it would be unable to complete the development or commercialize any products. (Cont.) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Nine Months Ended October 31, 1995 Compared With Nine Months Ended October 31, 1994. Total operating expenses for the six months ended October 31, 1995 were $945,047 compared to $1,013,304 in the preceding year representing a decrease of $68,257 or 6%. Proprietary research and development expenses decreased by $132,498 to $646,853 in 1995 compared to $779,351 in 1994, due to the decrease in in associated research and development activities. Rent increased $3,878 reflecting the increased expense in the Company's occupancy of the current facility. Total general and administrative expenses increased by $60,363 or 28% reflecting increased activity. Interest income decreased from $76,365 to $62,397, reflecting the decrease in the Company's cash balance resulting from its activities offset by higher interest rates. The Company's net loss decreased from $936,809 to $882,650 or 5%, reflecting the Company's decrease level of research and development offset by an increase in general and administrative expenses. OTHER INFORMATION Item 6. Exhibits and Reports on form 8-K (a)Exhibits None. (b)Reports on Form 8-K None. SIGNATURES Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMMUNOTHERAPEUTICS, INC. Gerald J. Vosika President and Director of the Company James W. Burrow 11/26/95 Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS AMMENDED FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENTS OF OPERATION. 9-MOS JAN-31-1995 OCT-31-1995 1,421,141 0 0 0 0 1,436,338 15,197 144,371 1,851,801 28,620 0 5,902 0 0 1,823,181 2,851,801 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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