-----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, Ufc03PWE16Y8IxnEVOSsopgKSLfSwb3m+u33dLoBlPCycx/MWlvBNJAS4d2+Tg1D uDEmjSB2hEaSQCGMkACNuA== 0000812796-96-000001.txt : 19960614 0000812796-96-000001.hdr.sgml : 19960614 ACCESSION NUMBER: 0000812796-96-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960613 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: 96580272 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 April 30, 1996 ( ) 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 June 6, 1996, 9,122,047 shares or the registrant's common stock (par value, $.001 per share) were outstanding. ITEM I - FINANCIAL STATEMENTS IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET (UNAUDITED)
April 30, 1996 ASSETS Current assets: Cash and cash equivalents $ 985,308 Prepaid expenses 37,009 TOTAL CURRENT ASSETS $ 1,022,317 Office and lab equipment, Net of Accumulated Depreciation of $44,102. 91,308 Leasehold improvements, Net of Accumulated Amortization of $367,929. 46,741 Patent issuance costs, Net of Accumulated Amortization of $16,428. 169,710 TOTAL ASSETS $ 1,330,076 See accompanying condensed notes to financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 15,175 TOTAL CURRENT LIABILITIES $ 15,175 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 7,453,379 9,235 Additional paid-in capital 10,286,176 (Deficit) accumulated during development stage (8,536,760) Total $ 1,758,651 Less: Treasury Stock, at cost, 1,779,628 shares (443,901) TOTAL STOCKHOLDERS' EQUITY 1,314,901 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,330,076 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 April 30, (date of inception) 1996 1995 to April 30, 1996 SBIR contract revenue $ $ $ 100,000 Operating expenses: SBIR contract research and development $ -- $ -- $ 86,168 Proprietary research and development 235,186 $ 231,082 6,786,942 Rent Expense 9,844 9,844 365,247 General and administrative expenses 44,357 56,854 2,144,801 Total operating expenses $ 289,405 $ 297,780 $ 9,383,158 (Loss) from operations (289,405) (297,780) (9,283,158) Other income -- -- 1,512 Interest income 9,448 23,837 785,524 Interest expense -- -- (40,638) Net loss $ (279,957) $ (273,943) $ (8,536,760) Net loss per share $ (0.05) $ (0.05) Weighted average common shares outstanding 5,380,330 5,272,048
See accompanying condensed notes to financial statements IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative from Three months February 15, 1985 ended April 30, (date of inception) 1996 1995 to April 30, 1996 OPERATING ACTIVITIES: Net (loss) $ (279,957) $ (273,943) ($ 8,536,760) Adjustments to Reconcile Net (Loss) to Cash Provided by Operating Activities: Depreciation and Amortization 57,341 48,869 816,786 Amortization of Deferred Compensation -- 10,000 131,786 Excess of Fair Market Value Over Option Price on Non-Qualified Options Granted -- (5,474) 283,680 Gain on Sale of Assts -- (130) (740) Write off on Patent Issuance Cost -- -- 101,006 Changes in Assets and Liabilities: (Increase) Decrease in: Prepaid Expenses 7,297 (11,270) (37,010) Increase (Decrease) in: Accounts Payable 45,775 (83,542) 101,677 Accrued Salaries 3,574 7,743 3,574 Accrued Payroll Taxes (109) -- (109) Total Adjustments $ 22,338 $ (33,674) $ 1,400,353 NET CASH-OPERATING ACTIVITIES-Forward $ (257,269) $ (307,617) $ (7,136,408) INVESTING ACTIVITIES: Patent Issuance Cost 5,729 (9,492) (287,144) Organizational Costs Incurred -- -- (135) Deposit on Leasehold Improvements -- -- (5,000) Purchase of Leasehold Improvements -- (4,747) (414,671) Purchases of Office and Lab Equipment (1,579) -- (518,561) Proceeds from Assets Sold -- -- 1,000 NET CASH-INVESTING ACTIVITIES-Forward $ 4,149 $ (14,239) $ (1,224,511) See Accompanying Condensed Notes to Financial Statements
IMMUNOTHERAPEUTICS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOW (UNAUDITED)
Cumulative from Three Months February 15, 1985 Ended April 30, (date of inception) 1996 1995 to April 30, 1996 NET CASH-OPERATING ACTIVITIES-Forwarded $ (257,629) $ (307,617) $ (7,136,408) NET CASH-INVESTING ACTIVITIES-Forwarded $ 4,149 $ (14,239) $ (1,224,511) FINANCING ACTIVITIES: Net Proceeds from Issuance of Common Stock $ 216,667 $ -- $ 9,811,543 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) Purchase of Treasury stock -- -- (443,750) NET CASH- FINANCING ACTIVITIES $ 216,677 -- $ 9,346,227 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (36,812) $ (321,856) $ (985,308) CASH AND CASH EQUIVALENTS- BEGINNING OF PERIODS $ 1,022,120 $ 2,236,156 $ -- CASH AND CASH EQUIVALENTS- END OF PERIODS $ 985,308 $ 1,914,300 $ 985,308 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 April 30, 1996, the Statements of Operations for the three month periods ended April 30, 1996 and 1995; and the cumulative period from February 15, 1985 (date of inception) to April 30, 1996; and the Statements of Cash Flows for the three month periods ended April 30, 1996 and April 30, 1995 have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position at April 30, 1996 and the results of operations and cash flows for the periods ended April 30, 1996 and October 31, 1995 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) ITEM II - 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, 1996, and April 30, 1996, the Company had cash and cash equivalents of $1,022,120 and $984,308, respectively, and working capital of $1,008,943 and $1,007,142, respectively. In November 1995, the Company purchased from Primedex Health Systems, Inc., 1,150,001 shares of its Common Stock at a price of $.125 per share, or an aggregate of $143,750. On March 1, 1996 the Company agreed to sell 5,000,000 shares of its Common Stock for a price of $.065 per share, or an aggregate of $325,000. The purchaser has the right to designate one person to the Company's Board of Directors. The proceeds from the sales of the shares are intended to be used for general corporate purposes. The Company's current level of research and development activities requires the expenditure of approximately $120,000 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 January, 1997. 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. ITEM II (Cont.) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Three Months Ended April 30, 1996 Compared With Three Months Ended April 30, 1995. Total operating expenses for the Three months ended April 30, 1996 were $289,405 compared to $297,780 in the preceding year representing a decrease of $8,357 or 3%. The decrease resulted from later invoicing of year end audit cost. Proprietary research and development expenses increased by $4,106 to $235,188 in 1996 compared to $231,082 in 1995, due to increased cost of reagents. Total general and administrative expenses decreased by $12,479 or 22% reflecting later invoicing of year end audit cost. Interest income decreased from $23,837 to $9,448, reflecting a decrease in the Company's cash balance. The Company's net loss Increased from $273,943 to $279,957 or 3%, reflecting the Company's lower general and administrative cost offset by higher research and development activity. 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 Chief Financial Officer 6/12/1996 EX-27 2
5 THIS SCHEDULE CONTAINS AMMENDED FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENTS OF OPERATION. 3-MOS JAN-31-1995 APR-30-1995 985,308 0 0 0 0 1,022,317 37,010 57,341 1,330,076 15,175 0 9,235 0 0 1,314,901 1,330,076 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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