UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934, FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to .
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Commission File Number
0-21015
HUMASCAN INC.
(Exact name of small business issuer as specified in its charter)
Delaware 22-3345046
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
125 Moen Avenue, Cranford, New Jersey 07016
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(Address of principal executive offices)
(908) 709-3434
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(Issuer's telephone number, including area code)
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date; As of November 1, 1996, Issuer had
outstanding 7,720,313 shares of common stock, par value $.01 per share.
Transitional small business disclosure format (check one): Yes No X .
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<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HUMASCAN INC.
(A Development Stage Enterprise)
Condensed Balance Sheet
December 31, 1995 and September 30, 1996
<TABLE>
<CAPTION>
12/31/95 9/30/96
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(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents ................................. $ 218,520 $ 7,772,920
Investments ............................................... 0 6,007,397
Prepaid Expenses .......................................... 5,000 66,579
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Total current assets ..................................... 223,520 13,846,896
Property, plant and equipment, net ......................... 4,400 54,275
Other assets ............................................... 145,000 912,302
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Total assets ............................................. $ 372,920 $14,813,473
Liabilities and Stockholder's Equity (Deficit)
Current Liabilities:
Notes payable ............................................. 350,000 0
Accrued expenses .......................................... 1,493,571 1,061,483
Due to officer ............................................ 125,000 0
Obligations under capital lease ........................... 0 7,990
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Total current liabilities ................................ 1,968,571 1,069,473
Obligations under capital lease, noncurrent portion ........ -- 37,841
Stockholders' equity (deficit):
Common Stock, $0.01 par value, 25,000,000 shares authorized;
in 1995, 1,747,500 shares issued and outstanding; in 1996,
7,720,313 shares issued and outstanding ................... 17,475 77,204
Additional paid-in capital ................................. (1,401,875) 14,794,475
Deficit accumulated during the development state ........... (211,251) (1,165,520)
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Total stockholders' equity (deficit) ..................... (1,595,651) 13,706,159
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Total liabilities and stockholders' equity (deficit) ..... $ 372,920 $14,813,473
========== ===========
</TABLE>
See accompanying notes to unaudited condensed financial statements.
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<PAGE>
HUMASCAN INC.
(A Development Stage Enterprise)
Condensed Statements of Operations
For the Three Months and Nine Months Ended September 30, 1996 and 1995
and for the period from December 27, 1994 (date of inception)
to September 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
from 12/27/94
Three Months Ended Nine Months Ended (date of inception)
------------------------ -------------------------
9/30/96 9/30/95 9/30/96 9/30/95 to 9/30/96
--------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Interest income .................................. $ 68,506 -- $ 71,640 -- $ 72,539
--------- --------- --------- --------- -----------
Operating Expenses:
Salaries ........................................ 152,214 -- 281,068 -- $ 281,068
Consulting fees ................................. 74,961 10,215 127,214 48,965 220,056
Legal/Professional fees ......................... 2,591 6,999 45,259 27,682 145,231
Interest expense ................................ 2,345 -- 365,814 -- 372,855
Other ........................................... 133,646 1,719 206,554 5,124 218,849
--------- --------- --------- --------- -----------
365,757 18,933 1,025,909 81,771 1,238,059
--------- --------- --------- --------- -----------
Net loss ......................................... ($297,251) ($18,933) ($954,269) (81,771) ($1,165,520)
========= ========= ========= ========= ===========
Pro forma net loss per common share .............. ($0.06) ($0.00) ($0.31) ($0.02)
========= ========= ========= =========
Pro forma shares used in computing
net loss per share .............................. 4,653,058 4,326,718 3,072,412 4,040,757
========= ========= ========= =========
</TABLE>
See accompanying notes to unaudited condensed financial statements.
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<PAGE>
HUMASCAN INC.
(A Development Stage Enterprise)
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 1996 and 1995
and for the period from December 27, 1994 (date of inception)
to September 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months Period from
ended September 30, December 27, 1994
------------------------ (date of inception)
1996 1995 to September 30, 1996
-------- -------- --------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss ............................................................... ($954,269) ($81,771) ($1,165,520)
Ajustments to reconcile net loss to net cash used in
operating activities:
Noncash miscellaneous expenses ......................................... 10,000 -- 10,000
Noncash interest expense ............................................... 343,485 -- 343,485
Depreciation expense ................................................... 7,705 -- 7,705
Changes in operating assets and liabilities:
Increase in other assets .............................................. (152,302) -- (192,302)
Increase in prepaid expenses .......................................... (61,579) -- (66,579)
Increase (decrease) in accrued expenses ............................... (42,088) -- 1,483
---------- --------- ----------
Net cash used in operating activities ................................ (849,048) (81,771) (1,061,728)
---------- --------- ----------
Cash flows from investing activities:
Increase in other assets ............................................... -- (20,000) --
Purchase of property, plant and equipment .............................. (7,591) -- (11,991)
Payments for production line ........................................... (615,000) (5,000) (720,000)
Payments in connection with license agreement .......................... (400,000) (150,000) (550,000)
Purchase of held-to-maturity securities ................................ (6,007,397) 0 (6,007,397)
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Net cash used in investing activities ................................. (7,029,988) (175,000) (7,289,388)
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Cash flows from financing activities:
Proceeds from issuance of common stock ................................. -- 203,600 215,600
Proceeds from officier loan ............................................ -- 60,000 125,000
Payments on officer loan ............................................... (91,000) -- (91,000)
Proceeds from borrowings of notes payable .............................. 460,000 -- 810,000
Principal payments on obligation under capital lease ................... (4,158) -- (4,158)
Proceeds from Initial Public Offering .................................. 14,021,161 -- 14,021,161
Proceeds from Private Placement ........................................ 1,047,433 -- 1,047,433
---------- ---------- ----------
Net cash provided by financing activities ............................. 15,433,436 263,600 16,124,036
---------- ---------- ----------
Net increase in cash .................................................... 7,554,400 6,829 7,772,920
Cash and cash equivalents, beginning of period .......................... 218,520 -- --
---------- ---------- ----------
Cash and cash equivalents, end of period ................................ $7,772,920 $6,829 $7,772,920
========== ========== ==========
Supplemental disclosure of noncash transactions:
Amounts due in connection with license agreement ....................... $1,050,000 $1,450,000 $1,050,000
========== ========== ==========
Dollar value of common stock issued in connection with license agreement $3,291 $9,000 $12,291
========== ========== ==========
Dollar value of equipment acquired under capital lease ................. $49,989 -- $49,989
========== ========== ==========
Conversion of notes payable to preferred stock ......................... $810,000 -- $810,000
========== ========== ==========
Conversion of officer loan to preferred stock .......................... $34,000 -- $34,000
========== ========== ==========
</TABLE>
See accompanying notes to unaudited condensed financial statements.
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<PAGE>
HUMASCAN INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1996 and 1995
(UNAUDITED)
(1) Basis of Presentation
The unaudited condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and in accordance with generally accepted
accounting principles. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited financial statements should be read in conjunction
with the 1995 financial statements and notes thereto.
In the opinion of the Company's management, the accompanying unaudited
condensed financial statements have been prepared on a basis substantially
consistent with the audited financial statements and contain adjustments, all of
which are of a normal recurring nature, necessary to present fairly its
financial position as of September 30, 1996 and its results of operations and
cash flows for the three and nine months ended September 30, 1996 and 1995 and
for the period December 27, 1994 (date of inception) to September 30, 1996.
Interim results are not necessarily indicative of results for the full fiscal
year.
On July 23, 1996, the Company amended the certificate of incorporation
to increase its authorized shares of common stock to 25,000,000 and to effect a
four-to-three reverse split of its common stock. All common share and per share
amounts in the accompanying financial statements have been retroactively
adjusted to reflect this reverse split.
Pro forma net loss per share was calculated by dividing the net loss by
the weighted average number of common shares outstanding for the period adjusted
for the dilutive effect of common stock equivalents which consist of stock
options and warrants using the treasury stock method. Pro forma net loss per
share gives effect to certain adjustments described below.
Pursuant to Securities and Exchange Commission (SEC) Staff Accounting
bulletins and SEC Staff policy, prior to the year in which the initial public
offering became effective, common equivalent shares issued during the
twelve-month period prior to the initial public offering at prices below the
initial public offering price are presumed to have been issued in contemplation
of the initial public offering and have been included
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<PAGE>
in the calculation as if they were outstanding for all periods presented (using
the treasury stock method and an initial public offering price of $6.00 per
share.)
Pursuant to the policy of the SEC Staff, the calculation of shares used
in computing pro forma net loss per share for 1995 includes all of the preferred
stock that converted into shares of common stock upon completion of the initial
public offering (using the treasury stock method and an initial public offering
price of $6.00 per share) as if they were outstanding for all periods presented.
Pursuant to the policy of the SEC Staff, the calculation of shares used
in computing pro forma net loss per share in 1996, the fiscal year the initial
public offering became effective, also includes calculation of stock options and
warrants as if they were outstanding throughout the interim period (March 1996)
contained in the prospectus.
(2) Completion of Initial Public Offering
On August 19, 1996, the Company completed an initial public offering of
2,700,000 shares of its common stock at a price of $6.00 per share. The
Company's net proceeds from the offering were approximately $14.0 million after
underwriting fees and offering expenses. Simultaneously with the closing of the
Company's initial public offering, all of the outstanding shares of Series A
Preferred Stock converted automatically on a share-for-share basis into
2,943,750 shares of common stock and the stock subscription was forgiven in
accordance with the terms of the Series A Preferred Stock.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATION
Plan of Operation
The Company is devoting substantially all of its present efforts to
establishing a new business by commercializing the BreastAlert(TM) device. The
Company has generated no revenues to date and, from inception (December 27,
1994) until September 30, 1996, the Company accumulated a deficit of $1,165,520.
Operating expenses consist of personnel salaries and benefits,
consulting and professional fees, interest expenses and general and
administrative expenses. Operating expenses increased $346,824 and $944,138,
respectively, during the three and nine month periods ended September 30, 1996
over the comparable year earlier periods due to the hiring of personnel,
increased consulting, legal and professional fees in anticipation of
commercializing the BreastAlert device and increased interest expenses (which
includes a noncash charge of approximately $343,000 related to warrants issued
by the Company to bridge financing investors). The Company anticipates that
selling, general and administrative expenses will increase during the next
several years due to the expansion of its corporate infrastructure, primarily in
manufacturing, sales, marketing and finance.
Liquidity and Capital Resources
On August 19, 1996, the Company completed an initial public offering of
2,700,000 shares of its common stock at a price of $6.00 per share, which
generated net proceeds to the Company of approximately $14.0 million after
underwriting fees and offering expenses. At September 30, 1996, the Company had
cash and cash equivalents of $7,772,920 and investments of $6,007,397. Cash
balances in excess of those required to fund operations have been invested in
interest-bearing government securities or short-term investment grade
securities. The Company's working capital of $12.8 million at September 30, 1996
reflected an increase of $14.5 million from December 31, 1995.
As of September 30, 1996, the Company had $45,831 outstanding on an
obligation under a capital lease. No lines of credit were outstanding at
September 30, 1996.
The Company anticipates, based on its currently proposed plans and
assumptions relating to its operations, that its existing cash resources will be
sufficient to satisfy its contemplated cash requirements through at least 1997.
The Company's future liquidity and capital funding requirements will depend on
numerous factors, including results of clinical trials, the extent to which the
BreastAlert device gains market acceptance, the costs and timing of expansion of
sales, marketing and manufacturing activities and competition.
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<PAGE>
HUMASCAN INC.
(A Development Stage Enterprise)
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
By written consents dated as of July 17, 1996, the holders of a
majority of the shares of common stock and Series A Preferred Stock, and the
holders of a majority of the shares of Common Stock acting as a class, adopted
resolutions authorizing an amendment of the Company's Certificate of
Incorporation to effect a four-to-three reverse stock split and an increase in
the authorized number of shares of common stock to 25,000,000 shares and
approving the Company's 1996 Stock Incentive Plan.
Item 5. Other Information.
On August 19, 1996, the Company consummated an initial public offering
of 2,700,000 shares of its Common Stock for $6.00 per share, generating net
proceeds of approximately $14.0 million after deducting underwriting discounts
and commissions and offering expenses.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits.
27. Financial Data Schedule (9/30/96)
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report on Form 10-QSB is filed.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HUMASCAN INC.
(Registrant)
/s/ Kenneth S. Hollander
-------------------------
Kenneth S. Hollander
Chief Financial Officer (Principal
Financial and Accounting Officer)
Date: November 12, 1996
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,772,920
<SECURITIES> 6,007,397
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,846,896
<PP&E> 54,275
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,813,473
<CURRENT-LIABILITIES> 1,069,473
<BONDS> 0
0
0
<COMMON> 77,204
<OTHER-SE> 14,794,475
<TOTAL-LIABILITY-AND-EQUITY> 14,813,473
<SALES> 0
<TOTAL-REVENUES> 71,640
<CGS> 0
<TOTAL-COSTS> 660,095
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 365,814
<INCOME-PRETAX> (954,269)
<INCOME-TAX> 0
<INCOME-CONTINUING> (954,269)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (954,269)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)
</TABLE>
