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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 13, 1997
XENOMETRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-14004 04-3166089
(Commission File No.) (IRS Employer Identification No.)
2425 N. 55TH STREET
BOULDER, COLORADO 80301
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (303) 447-1773
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ITEM 5. OTHER EVENTS.
Pursuant to the provisions of Rule 135(b) of the Securities Act of 1933, as
amended (the "Act"), Xenometrix, Inc. (the "Company") issued a press release
dated May 13, 1997, announcing the Company's plan to make a public offering of
its securities to be registered under the Act. The press release read in full
as follows:
XENOMETRIX REPORTS THIRD QUARTER RESULTS
May 13,1997 4:42 PM EDT
BOULDER, Colo.--May 13, 1997--Xenometrix, Inc. (NASDAQ: XENO and Boston Stock
Exchange: XEN), today announced financial results for its third fiscal quarter
ended March 31, 1997.
For the quarter, Xenometrix reported revenue of $152,000, up 4% from the
$146,000 reported in the third quarter of last year. The Company's net loss
increased slightly to $1,080,000 or $0.37 per share from $983,000 or $0.34 per
share in the prior year.
For the nine months ended March 31, 1997, Xenometrix's revenue was $532,000, a
10% increase from the $484,000 reported in the comparable period in the prior
year. The Company's net loss for the nine month period was $1,690,000 or $0.58
per share. During this period, the Company recorded a one-time gain of
$1,028,000 from the early termination of an operating lease. During the
comparable nine month period in the prior year the Company's net loss was
$2,576,000 or $1.34 per share. The results for this period included an
extraordinary charge of $115,000 or $0.06 per share related to the early
extinguishment of debt.
At March 31, 1997, the Company had cash and cash equivalents of $1,021,000.
The Company estimates that available cash resources will be sufficient to
sustain the Company's current level of operations through June 1997. In order
to address the Company's immediate liquidity needs, the Company is pursuing a
short-term bridge financing consisting of a private placement of notes coupled
with common stock warrants. In addition, the Company has retained in
investment banking firm to assist the Company in raising additional equity
capital. In the event that such financing cannot be consummated, the Company's
operating activities will be significantly curtailed.
Stephen J. Sullivan, who joined the Company as President and Chief Executive
Officer in January, commented: "The first few months at Xenometrix have been
both challenging and rewarding. Our management team has put considerable
effort into evaluating the changes that are occurring in pharmaceutical
research and development. We have concluded that our proprietary gene
activation profiles are most valuable as a technology for helping
pharmaceutical companies evaluate and optimize the growing number of potential
drug
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compounds emerging from genetic sequencing, combinatorial chemistry and high
throughput screening. While we will continue to serve the drug safety and
toxicology market, we believe that our genetically engineered cells with DNA
constructs provide gene expression information that more closely resembles an
in vivo situation. These assays provide far more information than single
receptor binding assays used in high throughput screens. We believe that the
Company's focus on this additional market will enable Xenometrix to establish
strategic alliances with major pharmaceutical companies and other biotechnology
firms pursuing drug discovery and development.
"To more effectively address these opportunities, we have concentrated our
sales and service operations in Boulder and have eliminated field sales
positions to expand our business development function. The restructuring of
these functions will free up resources, all of which will be redeployed to
research and product development efforts, such as continued discovery and/or
licensing of new genes and building our growing bioinformatics database."
Xenometrix is a biotechnology company with proprietary technology which can be
used to help the pharmacological industry improve the effectiveness of drug
discovery and development. Xenometrix's unique gene response profiles provide
valuable mechanistic information that can be used to optimize drug leads.
Additionally, Xenometrix provides automated assays for screening drug leads for
safety. These tools are offered as kits for customers to perform in their own
laboratories or as a service through Xenometrix's Client Research Laboratory.
Xenometrix is also building a comprehensive database of gene response profiles
generated from established drugs as well as proprietary compounds. These
profiles, when combined with Xenometrix's products, can provide a powerful
approach to drug lead optimization.
Except for the historical information contained herein, this earnings release
contains forward-looking statements that involve risks and uncertainties.
Xenometrix's actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in "Business," "Risk Factors," and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Form 10-KSB filed with the Securities and Exchange
Commission for the year ended June 30, 1996.
The Company securities referred to above have not been registered under the
Securities Act of 1933 or any state securities law. Such securities may not be
offered or sold absent registration or an applicable exemption from
registration requirements under the Securities Act of 1933 and any applicable
state securities laws.
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Xenometrix, Inc.
Statement of Operations
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Sales and services $ 152,000 $ 146,000 $ 532,000 $ 484,000
Cost of sales and services 157,000 123,000 505,000 373,000
Gross profit (5,000) 23,000 27,000 111,000
Research and development 282,000 325,000 871,000 782,000
Selling, general and
administrative 826,000 734,000 2,037,000 1,873,000
Total operating expense 1,108,000 1,059,000 2,908,000 2,655,000
Operating loss (1,113,000) (1,036,000) (2,881,000) (2,544,000)
Other income:
Grant income 5,000 -- 64,000 --
Interest income, net 28,000 53,000 99,000 83,000
Gain on early termination of
lease -- -- 1,028,000 --
Loss before extraordinary item (1,080,000) (983,000) (1,690,000) (2,461,000)
Extraordinary item:
Early extinguishment of debt
issuance cost -- -- -- (115,000)
Net loss $ (1,080,000) $ (983,000) $ (1,690,000) $ (2,576,000)
Loss per common share:
Loss before extraordinary item $ (0.37) $ (0.34) $ (0.58) $ (1.28)
Extraordinary item (0.06)
Net loss $ (0.37) $ (0.34) $ (0.58) $ (1.34)
Weighted average common shares
outstanding 2,939,000 2,906,000 2,928,000 1,919,000
</TABLE>
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SIGNATURES
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 hereunto duly authorized.
Dated: June 5th, 1997 XENOMETRIX, INC.
By: /s/ RONALD L. HENDRICK
-------------------------------------------
Ronald L. Hendrick
Executive Vice President and Chief
(Principal Financial and Accounting Officer)
