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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File No. 0-23047
March 31, 2003
SIGA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3864870
(State or other jurisdiction of (IRS Employer Id. No.)
incorporation or organization)
420 Lexington Avenue, Suite 601
New York, NY 10170
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 672-9100
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
common stock, $.0001 par value
(Title of Class)
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 May 15, 2003 the registrant had outstanding 13,246,995 shares of common
stock.
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Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
SIGA TECHNOLOGIES, INC.
(A development stage company)
BALANCE SHEET - UNAUDITED
March 31, December 31,
2003 2002
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents ............................................... $ 1,669,469 $ 2,069,004
Accounts receivable ..................................................... 178,046 60,151
Prepaid expenses ........................................................ 113,902 104,227
------------ ------------
Total current assets ................................................... 1,961,417 2,233,382
Equipment, net .......................................................... 504,039 432,442
Other assets ............................................................ 149,562 164,168
------------ ------------
Total assets ........................................................... $ 2,615,018 $ 2,829,992
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ........................................................ $ 381,168 $ 461,146
Accrued expenses and other .............................................. 151,061 184,554
Capital lease obligations ............................................... -- 11,206
------------ ------------
Total liabilities ...................................................... 532,229 656,906
Commitments and contingencies
Stockholders' equity
Series A convertible preferred stock ($.0001 par value, 10,000,000 shares
authorized, 86,130 and 410,760 issued and outstanding at March 31, 2003
and December 31, 2002, respectively) .................................... 81,321 443,674
Common stock ($.0001 par value, 50,000,000 shares authorized,
13,246,995 and 12,902,053 issued and outstanding at March 31, 2003
and December 31, 2002, respectively) .................................. 1,325 1,293
Additional paid-in capital .............................................. 32,413,783 32,051,461
Stock subscriptions outstanding ......................................... -- (791,940)
Deficit accumulated during the development stage ........................ (30,413,640) (29,531,402)
------------ ------------
Total stockholders' equity ............................................. 2,082,789 2,173,086
------------ ------------
Total liabilities and stockholders' equity ............................. $ 2,615,018 $ 2,829,992
============ ============
The accompanying notes are an integral part of these financial statements.
1
SIGA TECHNOLOGIES, INC.
(A development stage company)
STATEMENT OF OPERATIONS - UNAUDITED
For The Period
December 28,
1995 (Date of
Three months ended Inception) to
March March 31,
2003 2002 2003
------------ ------------ --------------
Revenues
Grants and research and development contracts ... $ 205,144 $ -- $ 3,836,775
------------ ------------ ------------
Operating expenses
General and administrative ...................... 560,308 340,598 17,782,223
Research and development ........................ 477,499 356,972 14,252,943
Patent preparation fees ......................... 55,932 27,245 1,515,386
------------ ------------ ------------
Total operating expenses ..................... 1,093,739 724,815 33,550,552
------------ ------------ ------------
Operating loss ............................... (888,595) (724,815) (29,713,777)
Interest income/(expense) ............................ 6,357 12,520 (306,626)
Loss on impairment of investment ..................... -- -- (430,697)
Other income/gain on sale of securities .............. -- -- 66,660
------------ ------------ ------------
Net loss ..................................... (882,238) (712,295) (30,384,440)
Deemed dividend related to beneficial conversion
feature ......................................... -- -- 29,200
------------ ------------ ------------
Net loss applicable to common shareholders ... $ (882,238) $ (712,295) $(30,413,640)
============ ============ ============
Weighted average shares outstanding: basic and diluted 13,243,162 10,139,553
============ ============
Net loss per share: basic and diluted ................ $ (0.07) $ (0.07)
============ ============
The accompanying notes are an integral part of these financial statements.
2
SIGA TECHNOLOGIES, INC.
(A development stage company)
STATEMENT OF CASH FLOWS - UNAUDITED
For The Period
December 28,
1995 (Date of
Three months ened Inception) to
March 31, March 31,
2003 2002 2003
------------ ------------ --------------
Cash flows from operating activities:
Net loss $ (882,238) $ (712,295) $(30,384,440)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 83,747 78,223 1,676,128
Stock, option & warrant compensation -- 67,822 2,996,784
Loss on impairment of investment -- -- 430,697
Loss on write-off of capital equipment -- -- 97,969
Amortization of debt discount -- -- 954,705
Purchase of rights to certain technology -- -- 1,457,458
Realized gain on marketable securities -- -- (66,660)
Non-cash research and development -- -- 500,344
Changes in assets and liabilities:
Accounts receivable (117,895) (8,689) (178,046)
Prepaid expenses 40,325 38,290 (63,902)
Other assets (2,683) 20,816 (166,850)
Accounts payable and accrued expenses (113,471) (32,646) 590,994
Accrued interest -- -- 100,672
------------ ------------ ------------
Net cash used in operating activities (992,215) (548,479) (22,054,147)
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures (138,054) -- (2,341,543)
Sale (purchase) of investment securities -- -- 66,660
Investment in Open-I-Media -- -- (170,000)
------------ ------------ ------------
Net cash used in investing activities (138,054) -- (2,444,883)
------------ ------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock 791,940 -- 24,280,224
Issuance of promissory note (50,000) -- (50,000)
Receipts of stock subscriptions outstanding -- -- 1,248
Gross proceeds from sale of convertible debentures -- -- 1,500,000
Proceeds from exercise of options -- -- 437,353
Net proceeds from sale of warrants -- -- 52,174
Convertible debentures and warrants issuance costs -- -- (52,500)
Proceeds from bridge notes -- -- 1,000,000
Repayment of bridge notes -- -- (1,000,000)
Proceeds from sale & leaseback of equipment -- -- 1,139,085
Principal payments on capital lease obligations (11,206) (60,819) (1,139,085)
------------ ------------ ------------
Net cash provided by (used in)
financing activities 730,734 (60,819) 26,168,499
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (399,535) (609,298) 1,669,469
Cash and cash equivalents at beginning of period 2,069,004 3,148,160 --
------------ ------------ ------------
Cash and cash equivalents at end of period $ 1,669,469 $ 2,538,862 $ 1,669,469
============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
Notes to the March 31, 2003 Financial Statements
1. Basis of Presentation
The financial statements of SIGA Technologies, Inc. (the "Company") 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 Company's audited financial statements and notes
thereto for the year ended December 31, 2002, included in the 2002 Form 10-KSB.
In the opinion of management, the accompanying unaudited financial
statements include all adjustments, consisting of normal adjustments, necessary
for a fair presentation of the results of operations for the interim periods.
The results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results of operations to be expected for the full
year ending December 31, 2003.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Management believes that current
resources will be sufficient to support its planned operations through the
fourth quarter 2003. The Company does not have commercial biomedical products,
and does not expect to have such for several years, if at all. In addition, the
Company announced its acquisition of Plexus Vaccine Inc. ("Plexus") on May 14,
2003, which will require additional cash flows to acquire and integrate the
combined companies. The Company believes that it will need additional funds to
complete the development of its biomedical products. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern
beyond December 31, 2003. Management's plans with regard to these matters
include continued development of its products as well as seeking additional
research support funds and financial arrangements. Although management continues
to pursue these plans, there is no assurance that the Company will be successful
in obtaining sufficient financing on terms acceptable to the Company. In the
event that the Company is unable to raise additional funds, planned operations
will need to be scaled back or discontinued. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
2. Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB 101
requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectibility
is reasonably assured. Under the provisions of SAB 101 the Company recognizes
revenue from government research grants, contract research and development and
progress payments as services are performed, provided a contractual arrangement
exists, the contract price is fixed or determinable, and the collection of the
resulting receivable is probable. Milestones, which generally are related to
substantial scientific or technical achievement, are recognized in revenue when
the milestone is accomplished.
4
Income taxes
Income taxes are accounted for under the asset and liability method
prescribed by Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and
liabilities. Deferred tax assets and liabilities reflect the tax rates expected
to be in effect for the years in which the differences are expected to reverse.
A valuation allowance is provided if it is more likely than not that some or all
of the deferred tax asset will not be realized.
Accounting for stock based compensation
The Company has adopted Statement of Financial Accounting Standard (FAS)
No. 123, "Accounting for Stock-Based Compensation" ("FAS 123"). As provided for
by FAS 123, the Company has elected to continue to account for its stock-based
compensation programs according to the provisions of Accounting Principles Board
Opinion No. 25, ("APB 25")"Accounting for Stock Issued to Employees."
Accordingly, compensation expense has been recognized to the extent of employee
or director services rendered based on the intrinsic value of compensatory
options or shares granted under the plans. The Company has adopted the
disclosure provisions required by FAS 123.
Had compensation cost for stock options granted been determined based upon
the fair value at the grant date for awards, consistent with the methodology
prescribed under FAS 123, the Company's net loss and net loss per share would
have been as follows:
Three Months Ended
March 31,
2003 2002
========================
Net loss, as reported ($882,238) ($712,295)
========= =========
Add: Stock-based employee compensation
expense recorded under APB No. 25 $ 0 $ 12,311
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards (22,745) (38,471)
--------- ---------
Pro forma net loss ($904,983) ($738,455)
========= =========
Net loss per share:
Basic-as reported ($ 0.07) ($ 0.07)
========= =========
Basic-pro forma ($ 0.07) ($ 0.07)
--------- ---------
5
The fair value of the options granted to employees during 2003 and 2002
ranged from $0.09 to $2.08 on the date of the respective grant using the
Black-Scholes option-pricing model. The following weighted-average assumptions
were used for 2003 and 2002: no dividend yield, expected volatility of 100%,
risk free interest rates of 2.87%-4.50% and an expected term of 3 to 5 years.
Note 3. Conversion of Preferred Shares and Earnings Per Share
During the first quarter of 2003, certain preferred shareholders converted
344,942 Series A convertible preferred stock into 344,942 shares of common
stock.
The Company computes, presents and discloses earnings per share in accordance
with SFAS 128 "Earnings Per Share" ("EPS") which specifies the computation,
presentation and disclosure requirements for earnings per share of entities with
publicly held common stock or potential common stock. The statement defines two
earnings per share calculations, basic and diluted. The objective of basic EPS
is to measure the performance of an entity over the reporting period by dividing
income available to common stock by the weighted average shares outstanding. The
objective of diluted EPS is consistent with that of basic EPS, that is to
measure the performance of an entity over the reporting period, while giving
effect to all dilutive potential common shares that were outstanding during the
period. The calculation of diluted EPS is similar to basic EPS except the
denominator is increased for the conversion of potential common shares. Due to
the Company's net loss for the three-month periods ended March 31, 2003 and
2002, all outstanding stock options are considered to be anti-dilutive.
Note 4. Subsequent Event
In March 2003, the Company signed a non-binding Letter of Intent to acquire
substantially all of the assets of Plexus in exchange for 1,950,000 shares of
the Company's common stock and the assumption of certain liabilities including
promissory notes for loans we made to Plexus for $50,000 and $20,000.
In May 2003, the Company signed a definitive Asset Purchase Agreement to acquire
those assets. Plexus is a bioinformatics company that develops vaccines using
its proprietary technology. The Company anticipates that the acquisition will
expand its capabilities in biological warfare defense research. Management
believes that the acquisition will allow for the development of vaccines for
smallpox, anthrax, plague, botulism and other biological pathogens. The Company
anticipates that the planned acquisition will also facilitate development of
vaccines for traditional human health targets such as tuberculosis and HIV. The
consummation of this transaction is subject to standard closing conditions and
is anticipated to close in the second quarter of 2003.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with our financial
statements and notes to those statements and other financial information
appearing elsewhere in this Quarterly Report. In addition to historical
information, the following discussion and other parts of this Quarterly Report
contain forward-looking information that involves risks and uncertainties.
Overview
We are a development stage biotechnology company, whose primary focus is
on biopharmaceutical product development. Since inception in December 1995 our
efforts have been principally devoted to research and development, securing
patent protection, obtaining corporate relationships and raising capital. Since
inception through March 31, 2003, we have sustained cumulative net losses of
$30,413,640, including non-cash charges in the amount of $1,457,458 for the
write-off of research and development expenses associated with the acquisition
of certain technology rights acquired from a third party in exchange for our
common stock. In addition, a non-cash charge of $2,996,784 was incurred for
stock, option and warrant compensation expense. Our losses have resulted
primarily from expenditures incurred in connection with research and
development, patent preparation and general and administrative expenses. From
inception through March 31, 2003, research and development expenses amounted to
$14,252,943, patent preparation expenses totaled $1,515,386, and general and
administrative expenses amounted to $17,782,223. From inception through March
31, 2003 revenues from research and development agreements and government grants
totaled $3,836,775.
Since inception, we have had limited resources, have incurred cumulative
net operating losses of $30,413,640 and expect to incur additional losses to
perform further research and development activities. We do not have commercial
biomedical products, and we do not expect to have such for several years, if at
all. We believe that we will need additional funds to complete the development
of our biomedical products. Our plans with regard to these matters include
continued development of our products as well as seeking additional research
support funds and financial arrangements. Although we continue to pursue these
plans, there is no assurance that we will be successful in obtaining sufficient
financing on terms acceptable to us. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. We believe
we have sufficient funds to support operations through the fourth quarter of
2003. In the event that we are unable to raise additional funds, planned
operations will need to be scaled back or discontinued. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Our biotechnology operations are run out of our research facility in
Corvallis, Oregon. We continue to seek to fund a major portion of our ongoing
vaccine and antibiotic programs through a combination of government grants and
strategic alliances. While we have had success in obtaining strategic alliances
and grants, no assurance can be given that we will continue to be successful in
obtaining funds from these sources. Until additional relationships are
established, we expect to continue to incur significant research and development
costs and costs associated with the manufacturing of product for use in clinical
trials and pre-clinical testing. It is expected that general and administrative
costs, including patent and regulatory costs, necessary to support clinical
trials and research and development will continue to be significant in the
future.
To date, we have not marketed, or generated revenues from the commercial
sale of any products. Our biopharmaceutical product candidates are not expected
to be commercially available for several years, if at all. Accordingly, we
expect to incur operating losses for the foreseeable future. There can be no
assurance that we will ever achieve profitable operations.
In March 2003 we signed a non-binding Letter of Intent to acquire
substantially all of the assets of Plexus in exchange for 1,950,000 shares of
our common stock and the assumption of certain liabilities including promissory
notes for loans we made to Plexus for $50,000 and $20,000. In May 2003, we
6
signed a definitive Asset Purchase Agreement to acquire those assets. Plexus is
a bioinformatics company that develops vaccines using its proprietary
technology. We anticipate that the acquisition will expand our capabilities in
biological warfare defense research. Management believes that the acquisition
will allow for the development of vaccines for smallpox, anthrax, plague,
botulism and other biological pathogens. We anticipate that the planned
acquisition will also facilitate development of vaccines for traditional human
health targets such as tuberculosis and HIV. The consummation of this
transaction is subject to standard closing conditions and it is anticipated to
close in the second quarter of 2003. This transaction will require the company
to spend additional cash to acquire and integrate the combined companies.
Significant Accounting Policies
Financial Reporting Release No. 60, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 of the Notes to the Financial Statements include a
summary of the significant accounting policies and methods used in the
preparation of our Financial Statements. The following is a brief discussion of
the more significant accounting policies and methods used by us. In addition,
Financial Reporting Release No. 61 was recently released by the SEC to require
all companies to include a discussion to address, among other things, liquidity,
contractual obligations and commercial commitments.
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB 101
requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectibility
is reasonably assured. Under the provisions of SAB 101 the Company recognizes
revenue from government research grants, contract research and development and
progress payments as services are performed, provided a contractual arrangement
exists, the contract price is fixed or determinable, and the collection of the
resulting receivable is probable. Milestones, which generally are related to
substantial scientific or technical achievement, are recognized in revenue when
the milestone is accomplished.
Income taxes
Income taxes are accounted for under the asset and liability method
prescribed by Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and
liabilities. Deferred tax assets and liabilities reflect the tax rates expected
to be in effect for the years in which the differences are expected to reverse.
A valuation allowance is provided if it is more likely than not that some or all
of the deferred tax asset will not be realized.
Contractual obligations and commercial commitments
The Company leases certain facilities and office space under operating
leases. Minimum future rental commitments under operating leases having
noncancelable lease terms in excess of one year are as follows:
7
Year ended December 31,
2003 $ 123,086
2004 173,821
2005 66,982
2006 68,321
2007 75,505
Thereafter --
---------
Total $ 507,715
---------
Results of Operations
Three Months ended March 31, 2003 and March 31, 2002.
Revenues from grants and research and development contracts were $205,144
for the three months ended March 31, 2003. We received no revenue during the
three months ended March 31, 2002. Revenue for the current year period was from
our Small Business Innovation Research (SBIR) grant from the National Institutes
of Health (NIH) and a contract with the US Army for the development of a
Smallpox drug.
General and administrative expenses for the three months ended March 31,
2003 were $560,308, an increase of approximately 65% from an expense of $340,598
for the three months ended March 31, 2002. Included in the expenses for the
three months ended March 31, 2003 was approximately $99,900 in payments to the
Four Star Group for marketing and business development services which was signed
in February 2003 and higher legal and accounting costs associated with certain
regulatory filings.
Research and development expenses increased approximately 34% to $477,499
for the three months ended March 31, 2003 from $356,972 for the same period in
2002. The increase in the current year period was primarily the result of higher
payroll and lab supply expense associated with the performance of work under the
NIH grant and the US Army contract as well as higher travel costs required by
our collaboration with TransTech Pharma Inc., which was not signed until October
2002. All of our product programs are in the early stage of development except
for the strep vaccine which is in Phase I clinical trial. At this stage of
development, we can not make estimates of the potential cost for any program to
be completed or the time it will take to complete the project. We do not track
the costs of each product program except for portions of the development
programs that are being funded by NIH grants and the US Army contract. The risk
of completion of any program is high risk because of the long lead time to
program completion and uncertainty of the costs. Net cash inflows from any
products developed from these programs is at least two to three years away.
However, we could receive additional grants, contracts or technology licenses in
the short-term. The potential cash and timing is not known and we can not be
certain if they will ever occur.
Patent preparation expense for the three months ended March 31, 2003 were
$55,932 compared to $27,245 for the three months ended March 31, 2002. The
approximate 105% increase was the result of increased patent preparation
activity related to the maintenance of certain patents.
Total operating loss for the three months ended March 31, 2003 was
$888,595 an approximate 23% increase from the $724,815 loss incurred for the
three months ended March 31, 2002. The increase in the loss is the result of
higher operating expenses as presented in more detail above partially offset by
increased revenue.
8
Net interest income was $6,357 for the three months ended March 31, 2003
compared to income of $12,520 for the three months ended March 31, 2002. The
approximate 49% decrease was the result of lower cash balances in the current
year period as well as lower interest rates.
Liquidity and Capital Resources
As of March 31, 2003 we had $1,669,469 in cash and cash equivalents.
In January 2003 we received net proceeds of $791,940 from the completion
of a private placement that had begun in December 2002. In total, we sold
1,700,000 shares of common stock in this offering. In December 2002 we received
net proceeds from the offering of $891,000. In connection with the offering we
issued 171,216 warrants to purchase shares of our common stock to consultants.
The warrants are initially exercisable at a price of $1.65 per share and have a
term of five years. The fair value of the warrants on the date of grant was
approximately $188,970.
In March 2003 we entered into a non-binding letter of intent to acquire
substantially all of the assets of Plexus. In May 2003 we signed a definitive
Asset Purchase Agreement to acquire Plexus's assets in exchange for 1,950,000
shares of our common stock and the assumption of certain liabilities including
promissory notes for loans we made to Plexus for $50,000 and $20,000. Plexus is
a bioinformatics company that develops vaccines using its proprietary
technology. We anticipate that the acquisition will expand our capabilities in
biological warfare defense research. Management believes that this acquisition
will allow for the development of vaccines for smallpox, anthrax, plague,
botulism and other biological pathogens. The planned acquisition will also
facilitate development of vaccines for traditional human health targets such as
tuberculosis and HIV. The consummation of this transaction is subject to
standard closing conditions and is anticipated to close in the second quarter of
2003. This transaction will require the company to spend additional cash to
acquire and integrate the combined companies.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Management believes that current
resources will be sufficient to support its planned operations through the
fourth quarter 2003. The Company does not have commercial biomedical products,
and does not expect to have such for several years, if at all. In addition, the
Company announced its acquisition of Plexus on May 14, 2003, which will require
additional cash flows to acquire and integrate the combined companies. The
Company believes that it will need additional funds to complete the development
of its biomedical products. These circumstances raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans with
regard to these matters include continued development beyond December 31, 2003
of its products as well as seeking additional research support funds and
financial arrangements. Although management continues to pursue these plans,
there is no assurance that the Company will be successful in obtaining
sufficient financing on terms acceptable to the Company. In the event that the
Company is unable to raise additional funds, planned operations will need to be
scaled back or discontinued. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Our working capital and capital requirements will depend upon numerous
factors, including pharmaceutical research and development programs;
pre-clinical and clinical testing; timing and cost of obtaining regulatory
approvals; levels of resources that we devote to the development of
manufacturing and marketing capabilities; technological advances; status of
competitors; and our ability to establish collaborative arrangements with other
organizations.
Item 3. Controls and Procedures
Within the 90 day period prior to the filing date of this report, our
management has conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-17(c).
Based on that evaluation, the Acting Chief Executive Officer ("CEO") & Chief
Financial Officer ("CFO") concluded that the disclosure controls and procedures
are effective in ensuring that all material information required to be filed in
this quarterly report has been made known to him in a timely fashion. There have
been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the CEO & CFO
completed his evaluation.
9
Part II
Other information
Item 1. Legal Proceedings - SIGA is not a party, nor is its property the subject
of, any legal proceedings other than routine litigation incidental to its
business.
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Acting Chief Executive Officer and Chief Financial
Officer.
(b) Reports on Form 8-K
On January 14, 2003, we filed with the SEC a report on Form 8-K reporting
Items 5 and 7.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGA Technologies, Inc.
(Registrant)
Date: May 15, 2003 By: /s/Thomas N. Konatich
---------------------
Thomas N. Konatich
Acting Chief Executive Officer and
Chief Financial Officer
(Principal Accounting Officer and
Financial Officer and Vice
President, Finance)
11
CERTIFICATIONS
I, Thomas N. Konatich, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of SIGA
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions);
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significant affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
By /s/Thomas N. Konatich
- ------------------------
Thomas N. Konatich
Acting Chief Executive Officer and
Chief Financial Officer
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Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SIGA Technologies, Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
N. Konatich, Acting Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/S/ Thomas N. Konatich
- ----------------------
Thomas N. Konatich
Acting Chief Executive Officer
and Chief Financial Officer
May 15, 2003
13