SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended September 30, 1997
Commission file number 0-23047
SIGA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-864870
(State or other jurisdiction of (IRS Employer Id. No.)
incorporation or organization)
666 THIRD AVENUE
NEW YORK, NY 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 681-4970
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 ___
As of November 11, 1997, the Registrant had outstanding 6,242,182 shares of its
$.0001 par value Common Stock.
PART I. Financial Information
Item 1. Financial Statements
SIGA PHARMACEUTICALS, INC.
(A development stage company)
BALANCE SHEET
December 31, September 30,
1996 1997
------------ ------------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents .................................................. $ 42,190 $ 9,497,827
Prepaid sponsored research ................................................. 370,798 148,140
Deferred offering costs .................................................... 115,688 --
------------ ------------
Total current assets ................................................... 528,676 9,645,967
Prepaid sponsored research ................................................. 30,208 --
Equipment, net ............................................................. 21,425 14,256
Other assets ............................................................... 609 609
------------ ------------
Total assets ........................................................... 580,918 9,660,832
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ........................................................... 92,241 36,791
Accrued expenses ........................................................... 22,260 30,638
Patent preparation fees payable ............................................ 66,437 66,437
Bridge notes ............................................................... -- --
------------ ------------
Total liabilities ...................................................... 180,938 133,866
Commitments and contingencies .................................................. -- --
Stockholders' equity
Preferred stock ($.0001 par value, 10,000,000 shares authorized,
none issued and outstanding) ............................................. -- --
Common stock ($.0001 par value, 25,000,000 shares authorized,
3,367,182 and 5,867,182 shares issued and outstanding at December 31, 1996
and September 30, 1997, respectively) .................................... 337 587
Additional paid-in capital ................................................. 2,668,819 13,380,820
Deficit accumulated during the development stage ........................... (2,269,176) (3,854,441)
------------ ------------
Total stockholders' equity ............................................. 399,980 9,526,966
------------ ------------
Total liabilities and stockholders' equity ............................. 580,918 9,660,832
============ ============
The accompanying notes are an integral part of these financial statements
SIGA PHARMACEUTICALS, INC.
(A development stage company)
STATEMENT OF OPERATIONS
For The Period
December 28,
1995 (Date of
Three Months Ended Nine Months Ended Inception) to
September 30, September 30, September 30,
1996 1997 1996 1997 1997
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues -- Research and development
collaborative contracts ......................... -- $ 412,500 -- $ 412,500 $ 412,500
----------- ----------- ----------- ----------- -----------
Operating expenses
General and administrative (including amounts to
related parties of $112,000 for each of the
three months ended September 30, 1996 and
1997 and $336,000 for each of the nine
months ended September 30, 1996
and 1997 .................................... $ 114,607 308,975 $ 508,836 989,097 1,777,914
Research and development (including amounts
to related parties of $18,750 for each of the
three months ended September 30, 1996 and
1997 and $56,250 for each of the three months
ended September 30, 1996
and 1997 .................................... 221,168 281,418 532,587 714,086 1,376,291
Patent preparation fees ......................... 74,658 16,595 399,172 66,276 519,275
Stock option and warrant compensation ........... 301,500 14,407 301,500 43,220 410,681
----------- ----------- ----------- ----------- -----------
Total operating expenses ............................ 711,933 621,395 1,742,095 1,812,679 4,084,161
----------- ----------- ----------- ----------- -----------
Operating income .................................... (711,933) (208,895) (1,742,095) (1,400,179) (3,671,661)
----------- ----------- ----------- ----------- -----------
Interest income/(expense) ........................... -- (63,359) -- (185,086) (182,780)
----------- ----------- ----------- ----------- -----------
Net loss ............................................ $ (711,933) $ (272,254) $(1,742,095) $(1,585,265) $(3,854,441)
----------- =========== =========== =========== ===========
Net loss per common share ........................... $ (0.20) $ (0.06) $ (0.52) $ (0.41)
=========== =========== =========== ===========
Weighted average number of
shares outstanding ................................ 3,550,478 4,210,548 3,323,661 3,860,597
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements
SIGA PHARMACEUTICALS, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
For The Period
December 28,
1995 (Date of
Nine Months Ended Inception) to
September 30, September 30,
1996 1997 1997
------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss ...................................... $ (1,742,095) $ (1,585,265) $ (3,854,441)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation ................................ 4,860 7,169 14,418
Stock, options & warrant compensation ....... 301,500 43,220 410,681
Amortization of debt discount ............... -- 133,000 133,000
Changes in assets and liabilities:
Prepaid sponsored research ................ (502,881) 252,866 (148,140)
Prepaid expenses .......................... (6,000) -- --
Other assets .............................. 6,328 -- (609)
Accounts payable and accrued expenses ..... 66,263 (47,072) 133,866
------------ ------------ ------------
Net cash used in operating activities ..... (1,872,025) (1,196,082) (3,311,225)
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures .......................... (28,674) -- (28,674)
------------ ------------ ------------
Net cash flow used in investing activities (28,674) -- (28,674)
------------ ------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock .... 2,300,447 10,536,031 12,836,478
Receipts of stock subscriptions outstanding ... 1,248 -- 1,248
Deposits on stock subscriptions ............... -- --
Deferred offering costs ....................... (45,601) 115,688 --
Proceeds from (repayment of) bridge notes ..... -- -- --
------------ ------------ ------------
Net cash provided from financing activities 2,256,094 10,651,719 12,837,726
------------ ------------ ------------
Net increase in cash and cash equivalents ....... 355,395 9,455,637 9,497,827
Cash and cash equivalents at beginning of period -- 42,190 --
------------ ------------ ------------
Cash and cash equivalents at end of period ...... $ 355,395 $ 9,497,827 $ 9,497,827
============ ============ ============
The accompanying notes are an integral part of these financial statements
SIGA PHARMACEUTICALS, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The financial statements of SIGA Pharmaceuticals, Inc. have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the rules of the Securities and Exchange Commission
(the "SEC") for quarterly reports on forms 10-QSB and do not include all of the
information and footnote disclosures required by generally accepted accounting
principles for complete financial statements. These statements should be read in
conjunction with the audited financial statements and notes thereto for the year
ended December 31, 1996, included in the Company's Prospectus dated September 9,
1997, forming a part of the Company's Registration Statement on Form SB-2, as
amended ("Form SB-2"), which was initially filed with the SEC on March 10, 1997.
In the opinion of management, the accompanying unaudited financial
statements include all adjustments, consisting of normal adjustments, necessary
for a fair presentation of results of operations for the interim periods. The
results of operations for the three and nine months ended September 30, 1997 are
not necessarily indicative of the results of operations to be expected for the
full year ending December 31, 1997.
2. New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128") which
requires presentation of basic earnings per share (Basic EPS") and diluted
earnings per share ("Diluted EPS") by all entities that have publicly traded
common stock or potential common stock (options, warrants, convertible
securities or contingent stock arrangements). FAS 128 also requires presentation
of earnings per share by an entity that has made a filing or is in the process
of filing with a regulatory agency in preparation for the sale of those
securities in a public market. Basic EPS is computed by divided income available
to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period. The computation of
Diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti dilutive effect on earnings. The statement is
effective for both interim and annual periods ending after December 15, 1997.
The effect on the Company's earnings per share resulting from the adoption of
FAS 128 is not expected to be significant.
In June 1997, the Financial Accounting Standards Board issued statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS
130"), which requires the presentation of the components of comprehensive income
in the company's financial statement for reporting periods beginning subsequent
to December 15, 1997. Comprehensive income is defined as the change in the
company's equity during a financial reporting period from transactions and other
circumstances from non-owner sources (including cumulative translation
adjustments, minimum pension liabilities and unrealized gains/losses on
available for sale securities). The adoption of FAS 130 is not expected to have
a material impact on the Company's financial statements.
SIGA PHARMACEUTICALS, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
In June 1997, the Financial Accounting Standards Board issued statement of
Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("FAS 131"), which requires disclosure of
information about operating segments in annual financial statements for
reporting periods beginning subsequent to December 15, 1997. Operating segments
are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The adoption of FAS 131 is not expected to have a material impact
on the Company's financial statements.
3. Public Offering of Common Stock
In September 1997, The Company completed an initial public offering ("IPO")
of 2,500,000 shares of its common stock at an offering price of $5.00 per share.
The Company realized gross proceeds of $12,500,000 and net proceeds, after
deducting underwriting discounts and commissions, and other offering expenses
payable by the Company, of approximately $10,500,000.
In September 1997, upon closing of the Company's IPO, the Company repaid,
as required by the bridge note agreements, bridge notes in the principal amount
of $1,000,000 and accrued interest thereon in the amount of $58,306. The nine
holders of the bridge notes were issued five-year warrants to purchase an
aggregate of 100,000 shares of common stock at an exercise price of $5.00 per
share. The warrants are not exercisable until September 1998.
In connection with the Company's IPO, the Company granted the Underwriter
an option (the "Over-allotment Option"), exercisable for thirty days after the
closing of the Company's IPO, to purchase an additional 375,000 shares of the
Company's common stock at an offering price of $5.00 per share. In October 1997,
the Underwriter exercised the Over-allotment Option and the Company sold an
additional 375,000 shares of its common stock, realizing gross proceeds of
$1,875,000 and net proceeds, after deduction underwriting discounts and
commissions, of approximately $1,646,250.
4. Collaborative Research and License Agreement
In July 1997, the Company entered into a collaborative research and license
agreement with a pharmaceutical Company. Under the terms of the agreement, the
Company has granted the pharmaceutical company an exclusive worldwide license to
develop, make, use and sell products derived from specified technologies. The
agreement requires the pharmaceutical company to sponsor further research by the
Company for the development of the licensed technologies for a period of two
years from the effective date of the agreement, in return for payments totaling
$1,200,000. In consideration of the license grant the Company is entitled to
receive royalties equal to specified percentages of net sales of products
incorporating the licensed technologies. The royalty percentages increase as
certain cumulative and annual net sales amounts are attained. The Company could
receive milestone payments, under the terms of the agreement of up to
$13,750,000 for the initial product and $3,250,000 for the second product
developed from a single compound derived from the licensed technologies. Such
milestone payments are contingent upon the Company making project milestones set
forth in the
SIGA PHARMACEUTICALS, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
agreement, and, accordingly, if the Company is unable to make such milestones,
the Company will not receive such milestone payments. During the three and nine
months ended September 30, 1997, the Company recognized $412,500 in revenue
related to this agreement.
5. Commitments and Contingencies
In July 1997, the Company entered into a non-binding letter of intent with
a third party pursuant to which the Company will acquire the third party's
rights to certain technology, intellectual property and related rights in the
field of gram negative antibiotics in exchange for 335,530 shares of the
Company's common stock. There can be no assurance that the Company will enter
into a final agreement with the third party on the terms described above or at
all.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
The Company is a development stage, biopharmaceutical company. Since its
inception in December 1995, the Company's efforts have been principally devoted
to research and development, securing patent protection and raising capital.
From inception through September 30, 1997, the Company has sustained cumulative
losses of $3,854,441, including non-cash charges in the amount of $410,681 for
stock option and warrant compensation expense. These losses have resulted
primarily from expenditures incurred in connection with research and
development, patent preparation and prosecution and general and administrative
activities. From inception through September 30, 1997, research and development
expenses amounted to $1,376,291, patent preparation and prosecution expenses
amounted to $519,275 and general and administrative expenses amounted to
$1,777,914. From inception through September 30, 1997, total revenues from
research and development collaborative agreements totaled $412,500.
The Company expects to continue to incur substantial research and
development costs in the future resulting from ongoing research and development
programs, manufacturing of products for use in clinical trials and pre-clinical
and clinical testing of the Company's products. The Company also expects that
general and administrative costs, including patent and regulatory costs,
necessary to support clinical trials, research and development, manufacturing
and the creation of a marketing and sales organization, if warranted, will
increase in the future. Accordingly, the Company expects to incur increasing
operational losses for the foreseeable future. There can be no assurance that
the Company will ever achieve profitable operations.
To date, the Company has not marketed, or generated revenues from the
commercialization of any products. The Company's current product candidates are
not expected to be commercially available for several years.
Revenues from research and development collaborative contracts from
inception through September 30, 1997 were $412,500, related to a collaborative
research and license agreement entered into with a pharmaceutical company.
General and administrative expenses from inception through September 30,
1997 were $1,777,914, primarily related to personnel costs and associated
operating costs. The Company anticipates that general and administrative
expenses will increase substantially during the next 12 months as the Company
increases staffing levels.
Research and development expenses consist primarily of payments for
sponsored research, payments to its scientific consultants and the salaries of
its research staff. Research and development expenses from inception through
September 30, 1997 were $1,376,291. As of September 30, 1997, the Company had
made advance payments of $148,140 for research support to The Rockefeller
University for the period ending January 31, 1998. The Company has research
support agreements with both Emory University and Oregon State University
pursuant to which the Company is obligated to fund research through January 31,
1998 in the aggregate annual amount of $183,320. The Company anticipates that
its research and development expenses will increase during the next 12 months as
the Company continues to fund research programs and pre-clinical and clinical
testing for product candidates and technologies under development.
From inception through September 30, 1997, the Company recorded non-cash
compensation expenses in the amount of $396,274 related to the issuance of
compensatory stock options and warrants to the President of the Company and the
consultant who serves as the Company's Chief Scientific Advisor. The warrants
issued to the consultant were to compensate him for his efforts in introducing
the Company to potential collaborative partners.
Liquidity and Capital Resources
Initial Public Offering
In September 1997, The Company completed an initial public offering ("IPO")
of 2,500,000 shares of its common stock at an offering price of $5.00 per share.
The Company realized gross proceeds of $11,250,000 and net proceeds, after
deducting underwriting discounts and commissions, and other offering expenses
payable by the Company, of approximately $10,500,000.
In September 1997, upon closing of the Company's IPO, the Company repaid,
as required by the bridge note agreements, bridge notes in the principal amount
of $1,000,000 and accrued interest thereon in the amount of $58,306.
In connection with the Company's IPO, the Company granted the Underwriter
an option (the "Over-allotment Option"), exercisable for thirty days after the
closing of the Company's IPO, to purchase an additional 375,000 shares of the
Company's common stock at an offering price of $5.00 per share. In October 1997,
the Underwriter exercised the Over-allotment Option and the Company sold an
additional 375,000 shares of its common stock, realizing gross proceeds of
$1,875,000 and net proceeds, after deduction underwriting discounts and
commissions, of approximately $1,646,250.
1996 Private Placement Transactions
In March 1996, the Company completed a private placement transaction in
which it sold 1,038,008 shares of Common stock for aggregate gross consideration
of $1,557,000. In September 1996, the Company completed a private placement
transaction in which it sold 250,004 shares of Common Stock for an aggregate
gross consideration of $750,000.
Collaborative Research and License Agreement
In July 1997, the Company entered into a collaborative research and license
agreement with a pharmaceutical company. Under the terms of the agreement, the
Company has granted the pharmaceutical company an exclusive worldwide license to
develop, make, use and sell products derived from specified technologies. The
agreement requires the pharmaceutical company to sponsor further research by the
Company for the development of the licensed technologies for a period of two
years from the effective date of the agreement, in return for payments totaling
$1,200,000. In consideration of the license grant the Company is entitled to
receive royalties equal to specified percentages of net sales of products
incorporating the licensed technologies. The royalty percentages increase as
certain cumulative and annual net sales amounts are attained. The Company could
receive milestone payments, under the terms of the agreement of up to
$13,750,000 for the initial product and $3,250,000 for the second product
developed from a single compound derived from the licensed technologies. Such
milestone payments are contingent upon the Company making project milestones set
forth in the agreement, and, accordingly, if the Company is unable to make such
milestones, the Company will not receive such milestone payments. During the
three and nine months ended September 30, 1997, the Company recognized $412,500
in revenue related to this agreement.
Current Resources
The Company anticipates that its current resources will be sufficient to
finance the Company's currently anticipated needs for operating and capital
expenditures for at least 18 months. In addition, the Company will attempt to
generate additional working capital through a combination of collaborative
agreements, strategic alliances and equity and debt financings. However, no
assurance can be provided that additional capital will be obtained through these
sources. In addition, until September 9, 1998, the prior written consent of the
Company's Underwriters is required if the Company seeks to raise additional
funds through the issuance of equity. If the Company is not able to obtain
continued financing the Company may cease operations.
The Company's working capital and capital requirements will depend on
numerous factors, including progress of the Company's research and development
programs; pre-clinical and clinical testing; timing and cost of obtaining
regulatory approvals; level of resources that the Company devotes to the
development of manufacturing and marketing capabilities; technological advances;
status of competitors; and ability of the Company to develop collaborative
arrangements with other organizations.
Until required for operations, the Company's policy is to invest its cash
reserves in bank deposits, certificates of deposit, commercial paper, corporate
notes, U.S. government instruments and other investment grade quality
instruments.
At September 30, 1997, the Company had $9,497,827 in cash and cash
equivalents, and working capital of $9,512,101.
Part II
Other Information
Item 1 Legal Proceedings NONE
Item 2 Changes in Securities and Use of Proceeds
On September 18, 1997, The Company completed an initial public offering (the
"Offering") of 2,500,000 shares of its common stock, $.0001 par value per share.
The Company's registration statement on Form SB-2 (Registration No. 333-23037)
was declared effective by the Securities and Exchange Commission on September 9,
1997. As part of the Offering, the Company granted to the Underwriters an
overallotment option to purchase up to an additional 375,000 shares of Common
Stock (the "Underwriter's Option"). On October 15, 1997 the underwriters
exercised the Underwriters Option.
The managing underwriter for the Offering was Sunrise Securities Corp. and M.H.
Meyerson & Co., Inc. was the co-managing underwriter.
The aggregate offering price of the 2,500,000 shares of Common Stock sold in the
offering to the public was as $12,500,000 exclusive of the Underwriters Option.
The Company realized net proceeds of approximately $10,500,000 after deduction
of underwriters discounts and commissions in the amount of $1,150,000 and
estimated offering expenses payable by the Company in the amount of $850,000.
The Company realized gross proceeds of $1,875,000 and net proceeds, after
deduction of underwriting discounts and commissions in the amount of $228,750,
of approximately $1,646,250 upon exercise of the Underwriter's Option in
October.
During the period from completion of the Offering through September 30, 1997 the
Company has applied the net proceeds (excluding the Underwriters Option which
was not exercised until October) as follows (i) $1,058,306 to repay bridge notes
and accrued interest thereon and (ii) $9,441,694 is maintained by the Company as
cash and cash equivalents.
In September 1997, following the Offering, the nine holders of the bridge
notes referred to above were issued five-year warrants to purchase an aggregate
of 100,000 shares of common stock at an exercise price of $5.00 per share
pursuant to warrant agreements entered into by the Company and the investors in
January and February 1997 at the time of the bridge loans. The warrants are not
exercisable until September 1998. Such issuances were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof.
Item 3 Defaults upon Senior Securities NONE
Item 4 Submission of Matters to Vote of Security Holders NONE
Item 5 Other Information NONE
Item 6 Exhibits and Reports on Form 8-K
Exhibit 11 Statement Re: Computation of Earnings
Per Share
SIGNATURE PAGE
Pursuant to the 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.
PHARMOS CORPORATION
Dated: November 14, 1997
by: /s/ Joshua D. Schein
-----------------------------------
Dr. Joshua D. Schein
Chief Financial Officer
(Principal Accounting and Financial
Officer), Executive Vice President,
Secretary and Director
SIGA Pharmaceuticals
Computation of Per Share Earnings
Exhibit 11
September 30, 1997 September 30, 1996
--------------------------------------------- --------------------------------
Days Weighted Avg. Days Weighted Avg.
For the Quarter Ended Shares Outstanding Shares Outstanding Outstanding Shares Outstanding
- --------------------- ------ ----------- ------------------ ----------- ------------------
Shares to founders 2,079,170 90 2,079,170 90 2,079,170
Shares issued in March 1996 private
placement 1,038,008 90 1,038,008 90 1,038,008
Shares issued in September 1996
private placement 250,004 90 250,004 5 13,888
Cheap stock consideration for shares
issued in September 1996 private placement 100,004 -- -- 90 100,004
Cheap stock consideration for stock options
and warrants issued during 1996 319,407 70 248,428 90 319,407
Dilutive effects of cheap stock 174,222 20 38,716 20 39,383
Warrants issued in September 1997 3,000 20 667 -- --
Shares issued in initial
public offering 2,500,000 20 565,595 -- --
---------- ----------
Weighted average number of shares outstanding 4,210,545 3,550,478
========== ==========
September 30, 1997 September 30, 1996
--------------------------------------------- --------------------------------
Days Weighted Avg. Days Weighted Avg.
For the nine months Shares Outstanding Shares Outstanding Outstanding Shares Outstanding
- ------------------- ------ ----------- ------------------ ----------- ------------------
Shares to founders 2,079,170 271 2,079,170 271 2,079,170
Shares issued in March 1996 private
placement 1,038,008 271 1,038,008 271 820,484
Shares issued in September 1996
private placement 250,004 271 250,004 271 4,596
Cheap stock consideration for shares
issued in September 1996 private placement 100,004 -- -- 272 100,004
Cheap stock consideration for stock options
and warrants issued during 1996 319,407 251 295,835 251 319,407
Dilutive effects of cheap stock 174,222 20 12,858 -- --
Warrants issued in September 1997 3,000 20 221 -- --
Shares issued in initial
public offering 2,500,000 20 184,502 -- --
---------- ----------
Weighted average number of shares outstanding 3,860,597 3,323,661
========== ==========
5
9-mos
DEC-31-1997
JAN-01-1997
SEP-30-1997
9,497,827
0
0
0
0
9,645,967
28,674
14,418
9,660,832
133,866
0
0
0
587
9,526,379
9,660,832
0
412,500
0
0
1,812,679
0
185,086
(1,585,265)
0
(1,585,265)
0
0
0
(1,585,265)
(.41)
(.41)
