<PAGE>
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
---------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-27264
UROGEN CORP.
------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0687976
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
3099 SCIENCE PARK ROAD, SUITE A, SAN DIEGO, CA, 92121
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 450-5949
NOT APPLICABLE
--------------
(Former name, former address and former fiscal year, if changed since last
report)
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
----- -----
The number of shares of the Common Stock of the registrant outstanding as of May
10, 1997, was 7,537,319. This Common Stock is restricted from transfer until
December 31, 1997, except as specified on Page 11 (See Item 5. "Other
Information" - "Market for Registrant's Common Equity").
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
------------------------------
<TABLE>
<CAPTION>
PAGE NO.
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Item 1. Financial Statements
<S> <C> <C>
Condensed Balance Sheets........................... 2
March 31, 1997 (Unaudited) and
December 31, 1996
Condensed Statements of Operations (Unaudited)..... 3
Three Months Ended March 31, 1997
and 1996 and the period from July 1, 1991
(inception) to March 31, 1997
Condensed Statement of Stockholders'/ Division..... 4
Equity (Unaudited) for the period from July 1,
1991 (inception) to March 31, 1997
Condensed Statements of Cash Flows (Unaudited)..... 5
Three Months Ended March 31, 1997
and 1996 and the period from July 1, 1991
(inception) to March 31, 1997
Notes to Unaudited Condensed Financial
Statements....................................... 6
Item 2. Management's Discussion and Analysis or............ 9
Plan of Operation
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings.................................. 11
Item 2. Changes in Securities.............................. 11
Item 3. Defaults Upon Senior Securities.................... 11
Item 4. Submission of Matters to a Vote
of Security Holders................................ 11
Item 5. Other Information.................................. 11
Market For Registrant's Common Equity
Item 6. Exhibits and Reports on Form 8-K................... 11
Signatures......................................... 12
</TABLE>
1
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
ASSETS (Unaudited) (Note)
- ------
<S> <C> <C>
Current assets:
Cash and equivalents $ 221,914 $ 250,255
---------- ----------
Total current assets 221,914 250,255
Property and equipment 3,239 2,739
Less accumulated depreciation (450) (300)
---------- ----------
Net property and equipment 2,789 2,439
---------- ----------
$ 224,703 $ 252,694
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 22,745 $ 15,460
---------- ----------
Total current liabilities 22,745 15,460
Stockholders' equity:
Preferred Sock - $0.01 par value, - -
5,000,000 shares authorized,
none issued at March 31, 1997
and December 31, 1996
Common Stock - $.001 par value, 7,538 5,980
40,000,000 shares authorized,
7,537,319 issued at March 31,
1997 and 5,979,528 at December 31,
1996
Additional paid-in capital 751,584 675,252
Note receivable for common stock issued (7,242) -
Deficit accumulated during development
stage (549,922) (443,998)
---------- ----------
Total stockholders' equity 201,958 237,234
---------- ----------
$ 224,703 $ 252,694
========== ==========
</TABLE>
Note: The Balance Sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
2
<PAGE>
UROGEN CORP.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
----------------------------------
UNAUDITED
---------
<TABLE>
<CAPTION>
July 1, 1991
Three Months Ended (inception) to
--------------------------
March 31, March 31, March 31,
1997 1996 1997
----------- ------------ ---------------
<S> <C> <C> <C>
Net laboratory sales $ $ $ 455,580
- -
Costs and expenses:
Cost of sales - - 821,878
Research and development 74,668 42,224 3,248,196
Selling, general and
administrative 32,746 44,237 740,883
---------- --------- ------------
Total costs and expenses 107,414 86,461 4,810,957
---------- --------- ------------
Loss from operations 107,414 86,461 4,355,377
Gain on disposal of fixed assets - - 63,776
Interest income (1,490) (904) (15,886)
---------- --------- ------------
Net loss $ (105,924) $ (85,557) $ (4,275,715)
========== ========== ============
Net loss per share $(.01) $ (.02)
========== ==========
Number of shares used in the
computation of net loss per
share 7,537,319 5,616,528
========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENT OF STOCKHOLDERS'/DIVISION EQUITY
----------------------------------------------------
FOR THE PERIOD FROM JULY 1, 1991 (INCEPTION) TO MARCH 31, 1997
--------------------------------------------------------------
UNAUDITED
---------
<TABLE>
<CAPTION>
Note
Receivable Deficit
for Accumulated
Common Stock Additional Common During Advances Divisional
------------
Number of paid-in Stock Development from Accumulated
shares Amount Capital Issued Stage Medstone (Deficit) Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Advances from Medstone
July 1, 1991 to
December 31, 1994 - $ - $ - $ - $ - $3,852,465 $ - $3,852,465
Net loss July 1, 1991
to December 31, 1994 - - - - - - (3,651,153) (3,651,153)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31,
1994 - - - - - 3,852,465 (3,651,153) 201,312
Advances from Medstone
January 1, 1995 to
December 31, 1995 - - - - - 36,410 - 36,410
Net loss January 1, 1995
to December 31, 1995 - - - - - - (74,640) (74,640)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31,
1995 - - - - - 3,888,875 (3,725,793) 163,082
Capital contribution by
Medstone - - - - - 500,000 - 500,000
Distribution of stock
dividend and net assets
February 9, 1996 5,616,528 5,617 657,465 - - (4,388,875) 3,725,793 -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
5,616,528 5,617 657,465 - - - - 663,082
Distribution of Common
Stock for services at $.05
per share - June &
September 1996 363,000 363 17,787 - - - - 18,150
Net loss January 1,
1996 to December 31,
1996 - - - - (443,998) - - (443,998)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31,
1996 5,979,528 5,980 675,252 - (443,998) - - 237,234
Issuance of common stock
for cash upon exercise of
options 1,410,000 1,410 69,090 - - - - 70,500
Issuance of common stock
for cash and note receivable 147,791 148 7,242 (7,242) - - - 148
Net loss January 1, 1997
to March 31, 1997 - - - - (105,924) - - (105,924)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at March 31,
1997 7,537,319 $ 7,538 $ 751,584 $ (7,242) $ (549,922) $ - $ - $ 201,958
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
UNAUDITED
---------
<TABLE>
<CAPTION>
Three Months Ended July 1, 1991
------------------------ (inception) to
March 31, March 31, March 31,
1997 1996 1997
---------- --------- -----------
<S> <C> <C> <C>
Net loss $ (105,924) $ (85,557) $(4,275,715)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 150 42,224 458,524
Amortization - 11,803 35,410
Increase in accounts payable and
accrued liabilities 7,285 - 22,745
Increase in amount due officer/
shareholder - 5,000 -
Non-cash distribution of common
stock - - 18,150
Non-cash outside service cost - - 106,000
Gain on disposal of fixed assets - - (63,776)
Other, net - - (30,000)
---------- --------- ------------
Net cash used in
operating activities (98,489) (26,530) (3,728,662)
Cash flows from investing activities:
Purchase of property and equipment (500) - (515,506)
Disposal of property and equipment - - 11,969
---------- --------- ------------
Net cash used in investing activities (500) - (503,537)
Cash flows from financing activities:
Proceeds from issuance of common
stock upon exercise of options 70,500 - 70,500
Proceeds from sale of common stock 148 - 148
Net advances from Medstone - - 3,883,465
Capital contribution of cash
by Medstone 500,000 500,000
---------- --------- ------------
Net cash provided by
financing activities 70,648 500,000 4,454,113
---------- --------- ------------
Net increase (decrease) in cash
and equivalents (28,341) 473,470 221,914
---------- --------- ------------
Cash and equivalents,
beginning of period 250,255 1,000 -
---------- --------- ------------
Cash and equivalents,
end of period $ 221,914 $ 474,470 $ 221,914
========== ========= ============
</TABLE>
See accompanying notes.
5
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
-------------------------------------------------
March 31, 1997
--------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
UroGen Corp. (the "Company"), a Delaware corporation, was incorporated on June
30, 1995, as a wholly-owned subsidiary of Medstone International, Inc.
("Medstone"). The Company was formed from the medical biology and small
molecule pharmaceuticals divisions of Medstone to continue the effort, started
in 1991, to develop pharmaceuticals to treat diseases in urology, with a
particular interest in prostate cancer. UroGen operated as two divisions of
Medstone from July 1, 1991 to December 29, 1995.
DISTRIBUTION AND CAPITALIZATION
On December 29, 1995, Medstone declared a dividend of all of the stock of UroGen
Corp. to be distributed to all Medstone stockholders. Each stockholder of
Medstone received, on February 9, 1996, one share of UroGen Common Stock for
each share of Medstone Common Stock held on the Record Date, December 29, 1995.
The Distribution resulted in the receipt by record holders of Medstone Common
Stock of all of UroGen's outstanding Common Stock. Upon completion of the
Distribution, there were 5,616,528 shares of UroGen Common Stock outstanding.
The Distribution occurred on February 9, 1996, on which date Medstone also
contributed to the capital of UroGen Corp. $500,000 cash. For financial
reporting purposes, the Distribution and contribution to capital have been
considered effective as of January 1, 1996, and the operations of the business
have been considered those of UroGen Corp. effective that date.
Additionally, effective January 1, 1996, Medstone executed a forgiveness of all
intercompany advances resulting from the prior divisional funding of operations
between Medstone and UroGen.
BASIS OF PRESENTATION
The accompanying financial statements for the year ended December 31, 1996 have
been prepared assuming the Company will continue as a going concern. However,
the Company incurred net losses of $443,998 during 1996 and has a deficit
accumulated during development stage of $549,922 at March 31, 1997. During
1997, management intends to raise additional debt and/or equity financing to
fund future operations and to provide additional working capital. However there
is no assurance that such financing will be consummated or obtained in
sufficient amounts necessary to meet the Company's needs.
6
<PAGE>
The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from the
possible inability of the Company to continue as a going concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment is stated on the basis of cost. Depreciation is computed
under the straight-line method over the estimated useful lives of the assets.
STOCK BASED COMPENSATION
As permitted by FASB Statement No. 123, the Company accounts for stock option
grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, and, accordingly, recognizes no compensation expense for the stock
option grants.
NET LOSS PER SHARE
Net loss per share is based on the average number of shares of common stock
outstanding during the three month periods ended March 31, 1997 and 1996.
Equivalent shares of outstanding stock options have not been included in the
computation of net loss per share as their effect would be antidilutive.
INCOME TAXES
Income taxes have been provided using the liability method in accordance with
FASB Statement No. 109, Accounting for Income Taxes.
2. RELATED PARTY TRANSACTIONS
During 1997, the Company paid two shareholders/officers $35,000 cash for
consulting services.
During 1997, the Company paid a research organization/shareholder $29,000 cash
for services rendered.
7
<PAGE>
3. SHAREHOLDERS' EQUITY
PREFERRED STOCK
The Company is authorized to issue 5,000,000 shares of Preferred Stock $0.01 par
value. As of March 31, 1997 there are no shares issued or outstanding.
COMMON STOCK
The Company is authorized to issue 40,000,000 shares of Common Stock $0.001 par
value. As of March 31, 1997 there are 7,537,319 shares issued and outstanding.
4. LICENSE AGREEMENT
In February 1997, the Company entered into a License Agreement with an unrelated
public biotechnology company. The Company obtained an exclusive license to use
certain patented technologies to develop and commercialize products based upon
the licensed patent rights. The License Agreement requires the Company to pay
future cash royalties to the licensee based upon net sales. In connection with
this License Agreement, the Company entered into a Stock and Warrant Purchase
Agreement with the licensee whereby the Company issued 147,791 shares of Common
Stock at $.05 per share for total cash proceeds of $148 and a note receivable of
$7,242. Additionally, the Agreement granted to the licensee a Warrant to
purchase additional shares in the Company to maintain a fully-diluted ownership
percentage of two percent (2%) or increase its ownership percentage up to three
percent (3%). Such warrant rights are exercisable at prices ranging from $.03
to $.04 per share. Such Warrant rights expire the later of March 5, 1999 or the
first date on which the aggregate outstanding shares of the Company equals or
exceeds 15,000,000 shares on a fully diluted basis.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
GENERAL
UroGen Corp. (the "Company") is a development stage company which is primarily
engaged in the development of pharmaceuticals to treat prostate cancer. The
Company was incorporated in Delaware on June 30, 1995. It was inactive until
January 1, 1996, at which date, the operations of the business, which previously
operated as a division of Medstone International, Inc. ("Medstone") from July 1,
1991 through December 31, 1995, were transferred to the new company.
The Company, a division of Medstone prior to January 1, 1996, had no independent
operating history of its own and, to date, has generated an operating loss of
$4,275,715. Accordingly, there can be no assurances that the Company will be
able to generate sufficient revenue and cash flow to maintain its operations
beyond the $221,914 existing cash balance. The Company must develop new
products and raise substantial additional financing.
PLAN OF OPERATION
The Company expects that its capital resources will enable it to maintain its
current and planned operations for approximately the next six to twelve months.
Thereafter, the Company will need to raise substantial additional capital to
fund its operations. In the next twelve months Urogen will be actively pursuing
opportunities to develop and/or license new prostate cancer therapeutics and
diagnostics.
Depending on the Company's success in identifying promising opportunities in
prostate cancer therapy, and if it is successful in attracting additional
capital, Urogen could substantially increase its number of employees. However,
it is the Company's current intention to use human resources on a part-time and
consulting basis for the near-term, if at all possible.
LIQUIDITY AND CAPITAL RESOURCES
From inception on July 1, 1991, substantially all of the Company's operations
have been funded by Medstone, however, such funding was completed with the
$500,000 capital contribution of cash on February 9, 1996. The Company has
incurred net losses of $4,275,715 since its inception and has never been
profitable during its existence. The Company expects to incur significant
additional operating losses over the next several years as the Company's
research and development efforts expand. The Company's ability to achieve
profitability depends upon its ability, alone or with others, to successfully
complete development of pharmaceutical products, obtain required regulatory
approvals and manufacture and market its products.
9
<PAGE>
The Company's operations to date have consumed substantial amounts of cash. The
negative cash flow from operations is expected to continue and to accelerate in
the foreseeable future. The development of the Company's products will require
a commitment of substantial funds to conduct the costly and time-consuming
research, preclinical and clinical testing necessary to bring such products to
market and to establish manufacturing and marketing capabilities. The Company's
future capital requirements will depend on many factors, including scientific
progress in its research and development programs, the ability of the Company to
establish collaborative arrangements with others for drug development, progress
with preclinical and clinical trials, the time and costs involved in obtaining
regulatory approvals and effective commercialization activities.
The Company expects that its existing capital resources will enable the Company
to maintain its current and planned operations for approximately the next six to
twelve months. Thereafter, the Company will need to raise substantial
additional capital to fund its operations. The Company intends to seek such
additional funding either through collaborative arrangements or through public
or private equity or debt financings. There can be no assurance that additional
financing will be available on acceptable terms or at all. If additional funds
are raised by issuing equity securities, further dilution to stockholders will
result. If adequate funds are not available, the Company may be required to
delay or reduce the scope of its operations or obtain funds through arrangements
with collaborative partners or others that may require the Company to relinquish
rights it may have acquired in the interim.
RESULTS OF OPERATIONS
For the three months ended March 31, 1997 and 1996, the Company had no operating
revenues and net losses of $105,924 and $85,557, respectively. The increased
loss for the current period reflects primarily increased contract research and
development fees incurred.
10
<PAGE>
UROGEN CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
PART II. OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Market for Registrant's Common Equity
No market for the Company's shares of capital stock presently exists
and no assurance can be given that any active trading market will
develop or be sustained. None of the shares of capital stock of the
Company issued in the Distribution or otherwise, or acquired through
the exercise of stock options prior to December 31, 1997, may be
transferred before December 31, 1997 unless such restriction is
earlier terminated by the Company as to all such shares, except for
the following transfers: (i) transfers by gift, will, bequest or the
applicable laws of descent and distribution; (ii) non-sale
distributions by partnerships, corporations or trusts to their
partners, shareholders or beneficiaries; (iii) transfers to the
Company; and (iv) transfers pursuant to qualified domestic relations
order as defined by the Code or the rules thereunder. In the case of
any such permitted transfers, the shares in the hands of the
transferees will continue to be subject to the same transfer
restriction.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no reports on Form 8-K filed with the Commission during the
quarter ended March 31, 1997.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, hereunto duly authorized.
UROGEN CORP.
------------
A Delaware Corporation
Date: May 10, 1997 /s/ PAUL D. QUADROS
---------------------
Paul D. Quadros
Chief Executive Officer
Chief Financial Officer
(Principal financial and accounting officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
BALANCE SHEETS & STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 221,914 250,255
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 221,914 250,255
<PP&E> 3,239 2,739
<DEPRECIATION> (450) (300)
<TOTAL-ASSETS> 224,703 252,694
<CURRENT-LIABILITIES> 22,745 15,460
<BONDS> 0 0
0 0
0 0
<COMMON> 7,538 5,980
<OTHER-SE> 194,420 231,254
<TOTAL-LIABILITY-AND-EQUITY> 224,703 252,694
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 105,924 85,557
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (105,924) (85,557)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (105,924) (85,557)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (105,924) (85,557)
<EPS-PRIMARY> (.01) (.02)
<EPS-DILUTED> 0 0
</TABLE>
