SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1999
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________
Commission file number 333-09349
----------------------------
AVAX TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3575874
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Main Street, Suite 930
Kansas City, Missouri 64111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 960-1333
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.004 per share
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. |X| Yes |_| No
As of April 20, 1999, 10,416,202 shares of the Registrant's common stock, par
value $.004 per share, were outstanding.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: |_| Yes |X| No
<PAGE>
AVAX TECHNOLOGIES, INC.
Table of Contents
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS -- As of December 31, 1998
and March 31, 1999 (Unaudited) ..................... Page 3
STATEMENTS OF OPERATIONS (Unaudited) -- For the
Three Months Ended March 31, 1998 and March
31, 1999; and for the Period from January 12,
1990 (Incorporation) through March 31, 1999 ......... Page 4
STATEMENTS OF CASH FLOWS (Unaudited) -- For the
Three Months Ended March 31, 1998 and March 31,
1999 and for the Period from January 12, 1990
(Incorporation) through March 31, 1999 .............. Page 5
Notes to Financial Statements ......................... Page 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... Page 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................... Page 12
Item 2. Change in Securities ................................ Page 12
Item 6. Exhibits and Reports on Form 8-K .................... Page 15
Signatures ................................................... Page 16
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AVAX Technologies, Inc.
(a development stage company)
Balance Sheets
<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
----------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 344,940 $ 2,136,590
Marketable securities 9,377,678 14,415,330
Prepaid expenses and other current assets 230,701 203,633
----------------------------
Total current assets 9,953,319 16,755,553
Property, plant and equipment at cost 1,225,891 2,214,338
Less accumulated depreciation 35,477 41,235
----------------------------
Net furniture and equipment 1,190,414 2,173,103
----------------------------
Total assets $ 11,143,733 $ 18,928,656
============================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities $ 886,646 $ 952,520
----------------------------
Total current liabilities 886,646 952,520
Commitments and contingencies
Stockholders' equity :
Preferred stock, $.01 par value:
Authorized shares - 5,000,000, including Series B - 300,000
shares and Series C - 120,000 shares
Series B convertible preferred stock:
Issued and outstanding shares - 112,689 and 101,726 at
December 31, 1998 and March 31, 1999, respectively
(liquidation preference - $15,213,015 and $13,733,010
at December 31, 1998 and March 31, 1999, respectively) 1,127 1,017
Series C convertible preferred stock:
Issued and outstanding shares - 101,300 at March 31, 1999
(liquidation preference - $10,130,000) -- 1,013
Common stock, $.004 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 10,007,119 and 10,313,993
at December 31, 1998 and March 31, 1999, respectively 40,028 41,251
Additional paid-in capital 23,999,855 33,289,414
Subscription receivable (422) (422)
Deferred compensation (425,224) (357,949)
Deficit accumulated during the development stage (13,358,277) (14,998,188)
----------------------------
Total stockholders' equity 10,257,087 17,976,136
----------------------------
Total liabilities and stockholders' equity $ 11,143,733 $ 18,928,656
============================
</TABLE>
See accompanying notes.
Page 3
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Period from
January 12, 1990
(Incorporation)
Three months ended Through
March 31, March 31,
1998 1999 1999
--------------------------------------------
<S> <C> <C> <C>
Gain from sale of the Product $ -- $ -- $ 1,951,000
Costs and expenses:
Research and development 957,364 1,059,038 9,879,466
Marketing and selling -- -- 543,646
General and administrative 650,652 723,944 8,802,303
--------------------------------------------
Total operating loss (1,608,652) (1,782,982) (17,274,415)
Other income (expense):
Interest income 207,710 143,071 2,776,752
Interest expense -- -- (646,293)
Other, net -- -- 145,768
--------------------------------------------
Total other income (expense) 207,710 143,071 2,276,227
--------------------------------------------
Net loss (1,400,306) (1,639,911) (14,998,188)
Amount payable for liquidation preference -- -- (1,870,033)
--------------------------------------------
Net loss attributable to common stockholders $ (1,400,306) $ (1,639,911) $(16,868,221)
============================================
Net loss per common share $ (.30) $ (.16)
============================
Weighted average number of shares outstanding 4,725,221 10,157,730
============================
</TABLE>
See accompanying notes.
Page 4
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from
January 2, 1990
(Incorporation)
Three months ended March 31, To March 31,
1998 1999 1999
------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net loss $ (1,400,306) $ (1,639,911) $ (14,998,188)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 71,891 73,033 874,964
Compensatory stock issue -- -- 25,000
Gain from sale of the Product -- -- (1,951,000)
Gain on sale of intellectual property -- -- (787)
Accretion of interest on common stock receivable -- -- (449,000)
Accretion of interest on amount payable to
preferred stockholders and Former Officer -- -- 449,000
Loss on sale or abandonment of furniture and
equipment -- -- 37,387
Issuance of common stock for services -- -- 147,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 43,621 27,068 (203,633)
Accounts payable and accrued liabilities 26,370 65,874 952,520
Amount payable to Former Officer -- -- 80,522
------------------------------------------------
Net cash used in operating activities (1,258,424) (1,473,936) (15,036,215)
Investing activities
Purchase of marketable securities and short-term
investments (2,162,377) (20,391,730) (118,568,937)
Proceeds from sale of marketable securities -- 15,354,078 97,037,135
Proceeds from sale of short-term investments -- -- 7,116,472
Purchases of furniture and equipment (11,780) (988,447) (2,280,272)
Proceeds from sale of furniture and equipment -- -- 4,600
Organization costs incurred -- -- (1,358)
------------------------------------------------
Net cash used in investing activities (2,174,157) (6,026,099) (16,692,360)
</TABLE>
Page 5
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Statements of Cash Flows (continued)
(Unaudited)
<TABLE>
<CAPTION>
Period from
January 12, 1990
(Incorporation)
Three months ended March 31, to March 31,
1998 1999 1999
-------------------------------------------
<S> <C> <C> <C>
Financing activities
Proceeds from issuance of notes payable to related
party $ -- $ -- $ 957,557
Principal payments on notes payable to related party -- -- (797,000)
Proceeds from loans payable -- -- 1,389,000
Principal payments on loans payable -- -- (1,389,000)
Payments for fractional shares from reverse splits and
preferred stock conversions -- -- (76)
Financing costs incurred -- -- (90,000)
Payments received on subscription receivable -- -- 4,542
Proceeds received from exercise of stock warrants -- -- 6,250
Net proceeds received from issuance of preferred
and common stock -- 9,291,685 33,783,892
-------------------------------------------
Net cash provided by financing activities -- 9,291,685 33,865,165
-------------------------------------------
Net increase (decrease) in cash and cash equivalents (3,432,581) 1,791,650 2,136,590
Cash and cash equivalents at beginning of period 6,820,884 344,940 --
-------------------------------------------
Cash and cash equivalents at end of period $ 3,388,303 $ 2,136,590 $ 2,136,590
===========================================
Supplemental disclosure of cash flow information
Interest paid $ -- $ -- $ 197,072
===========================================
</TABLE>
See accompanying notes.
Page 6
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Notes to Financial Statements (Unaudited)
For the Three Months ended March 31, 1998 and 1999
1. Description of Business
AVAX(TM) Technologies, Inc. (the Company) is a development stage
biopharmaceutical company.
In November 1995, the Company sold its leading product under development, an
over-the-counter nutritional, dietary, medicinal and/or elixorative food
supplement or drug and all of the related patents and other intellectual
property (the Product).
Also in November 1995, the Company entered into a license agreement with the
Thomas Jefferson University (TJU) to develop, commercially manufacture and sell
products embodying immunotherapeutic vaccines for the treatment of malignant
melanoma and other cancers (the Invention).
In December 1996, the Company entered into a license agreement with Rutgers, The
State University of New Jersey and the University of Medicine and Dentistry
(collectively, Rutgers) to develop, commercially manufacture and sell products
embodying a series of compounds for the treatment of cancer and infectious
diseases (the Rutgers Compounds).
In February 1997, the Company entered into a license agreement with The Texas
A&M University System (Texas A&M) to develop, commercially manufacture and sell
products embodying a series of compounds for the treatment of cancer (the Texas
A&M Compounds).
The Company's business is subject to significant risks consistent with
biotechnology companies that are developing products for human therapeutic use.
These risks include, but are not limited to, uncertainties regarding research
and development, access to capital, obtaining and enforcing patents, receiving
regulatory approval, and competition with other biotechnology and pharmaceutical
companies. The Company plans to continue to finance its operations with a
combination of equity and debt financing and, in the longer term, revenues from
product sales, if any. However, there can be no assurance that it will
successfully develop any product or, if it does, that the product will generate
any or sufficient revenues.
2. Basis of Presentation
The accompanying financial statements have been prepared by the Company without
audit, in accordance with Generally Accepted Accounting Principles for interim
financial information and with the rules and regulations of the Securities and
Exchange Commission (the "Commission"). Certain information and footnote
disclosure normally included in the Company's audited annual financial
statements has been condensed or omitted in the Company's interim financial
statements. In the opinion of the Company, these financial statements contain
all adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation. The results of operations for the three month periods ended
March 31, 1998 and 1999 may not necessarily be indicative of the results of
operations expected for the full year, except that the Company expects to incur
a significant loss for the year ending December 31, 1999.
The accompanying financial statements and the related notes should be read in
conjunction with the Company's audited financial statements for the years ended
December 31, 1998 and 1997 included in the Company's annual report on Form
10-KSB.
Page 7
<PAGE>
3. Net Loss per Common Share
In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No.
128 replaced the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share exclude any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously required fully diluted earnings per share. All earnings per share
amounts for all periods have been presented in accordance with SFAS No. 128
requirements. Net loss per share is based on net loss divided by weighted
average number of shares of common stock outstanding during the respective
periods, adjusted to reflect the reverse stock splits.
4. Series C Preferred Stock Offering
On March 1, 1999, the Corporation consummated an offering of Series C
Convertible Preferred Stock (the "Series C Offering") pursuant to which the
Corporation raised aggregate gross proceeds of approximately $10,130,000. In the
Series C Offering, the Corporation sold an aggregate of 101,300 shares of Series
C Preferred Stock, and Class A Warrants to purchase an aggregate of 311,692
shares of Common Stock at an exercise price of $4.00 per share of Common Stock
and Class B Warrants to purchase an aggregate of 311,692 shares of Common Stock
at an exercise price of $4.50 per share of Common Stock, all for an aggregate
exercise price of $2,649,337. The Series C Preferred Stock, the Class A Warrants
and the Class B Warrants were sold as a unit in the Series C Offering. The Class
A Warrants and Class B Warrants are exercisable until March 1, 2004.
In connection with services rendered by Paramount Capital, Inc. ("Paramount") in
identifying and introducing the Company to the investors in the Series C
Offering, the Corporation paid to Paramount a cash finders fee of $709,100 and
issued an option to acquire 187,015 shares of Common Stock at an exercise price
of $3.58, exercisable until March 1, 2004. Upon exercise of the option granted
to it in connection with the Series C Offering, Paramount would be issued
warrants to purchase 37,402 shares of Common Stock of which 18,701 will be
exercisable at $4.00 and the remaining 18,701 will be exercisable at $4.50, all
for an aggregate exercise price of $828,472. The warrants are exercisable until
March 1, 2004.
Page 8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PLAN OF OPERATION
Statements in this Form 10-QSB that are not descriptions of historical facts are
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that are subject to risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors, including those set forth in the Company's filings under the
Securities Act of 1933 and under the Securities Exchange Act of 1934,
particularly under the headings "Risk Factors," and including risks relating to
the ability to obtain substantial additional funds, to obtain and maintain all
necessary patents or licenses, to demonstrate the safety and efficacy of product
candidates at each stage of development, to meet applicable regulatory standards
and receive required regulatory approvals, to meet obligations and required
milestones under its license agreements, to be capable of producing drug
candidates in commercial quantities at reasonable costs, to compete successfully
against other products, and to market products in a profitable manner. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new events, future
information or otherwise.
The Company is currently engaged in the development and commercialization of
biotechnology and pharmaceutical products and technologies. In November 1995,
the Company acquired the rights to the AC Vaccine(TM) technology pursuant to the
TJU License. The Company is engaged primarily in the development and
commercialization of the AC Vaccine(TM) technology, as well as the potential
anti-cancer and anti-infective technology licensed pursuant to the Rutgers
License and the potential anti-cancer technology licensed pursuant to the Texas
A&M License. The Company anticipates that during the next 12 months it will
continue to conduct substantial research and development of the AC Vaccine
technology, including multi-center pivotal registration clinical trials on
M-Vax(TM), the Company's lead AC Vaccine technology for metastatic melanoma. The
Company also anticipates that it will continue to expend substantial resources
on the research and development of that same technology for the treatment of
other cancers, which may include ovarian, breast, prostate, lung and colorectal
cancer and acute myelogenous leukemia (AML). For example, the Company is also
treating post-surgical stage 3 patients in its Phase 1/2 clinical trial of
O-Vax(TM), its AC Vaccine for ovarian cancer. The Company has received agreement
from the National Cancer Institute to sponsor a Phase 1/2 trial in ovarian
cancer. The Company also plans to evaluate the AC Vaccine(TM) in other cancers
and to initiate similar Phase 1/2 clinical trials where appropriate. In order to
support these clinical trial efforts, the Company completed construction of a
new facility for the manufacture of its products in April, 1999.
In connection with the Company's strategy to acquire, develop and commercialize
other potential biotechnology products and technologies, in December 1996, the
Company acquired the exclusive worldwide rights to a series of compounds for the
potential treatment of cancer and other infectious diseases from Rutgers.
Additionally, in February 1997, the Company acquired the exclusive worldwide
rights to another series of compounds for the potential treatment of cancer from
Texas A&M. Pursuant to the Rutgers License, the Texas A&M License, and the
related sponsored research agreements with each of Rutgers and Texas A&M, the
Company expects to continue to expend substantial resources on the research and
development of these compounds.
The Company may acquire additional products and technologies during the next 12
months, which may or may not be in the cancer immunotherapy field. Should the
Company acquire additional products or technologies, it is anticipated that they
will require substantial resources for research, development and clinical
evaluation. There can be no assurance, however, that the Company will be able to
acquire any additional products, or obtain the additional financing necessary to
acquire and develop any additional products and technologies. In addition, there
can be no assurance, that changes in the Company's research and development
plans or other changes which could alter the Company's operating expenses will
not require the Company to reallocate funds among its planned activities and
curtail certain planned expenditures. In that event, the Company may need
additional financing. There can be no assurance as to the availability or the
terms of any required additional financing, when and if needed. If the Company
fails to raise any funds it requires, it may be necessary for the Company to
significantly curtail its activities or cease operations.
Page 9
<PAGE>
The Company's research and development expenses have increased approximately
10.6% from $957,364 in the three months ended March 31, 1998 to $1,059,038 in
the three months ended March 31, 1999. The increase relates primarily to costs
incurred in supporting the pivotal registration trial of M-Vax(TM) for which
enrollment began during 1998. The Company's general and administrative expenses
have increased approximately 11.3% from $650,652 in the three months ended March
31, 1999 to $723,944 in the three months ended March 31, 1999. Decreases in the
cost of professional fees for the prior year period were offset by increases in
the costs of salaries, public and investor relation's initiatives and business
development expenses incurred in the current year. The Company anticipates that,
over the next 12 months, expenses will continue to increase, particularly as
development proceeds with the AC Vaccine and the Rutgers and Texas A&M compounds
and as the Company's manufacturing facility is brought on line for clinical
production.
During the past 12 months, the Company hired six new employees bringing the
total headcount as of March 31, 1999 to 13 persons. It is anticipated that the
Company will hire additional new employees, particularly in connection with the
recent opening of the facility for the manufacture of the AC Vaccine(TM)
products.
LIQUIDITY AND CAPITAL RESOURCES
On March 1, 1999, the Company completed the offering of Series C Preferred Stock
and related warrants, from which the Company received net proceeds of
approximately $9,300,000. The Company currently anticipates that its current
resources (after this offering) should be sufficient to fund operations for
approximately the next 16-24 months based upon the Company's current operating
plan. The Company does not currently expect to be required to raise additional
capital in the next 12 months, although from time to time, depending upon its
anticipated future needs, the Company may avail itself of opportunities in the
capital markets to raise additional capital if acceptable terms may be obtained.
The Company's working capital requirements will depend upon numerous factors,
including, the progress of the Company's research and development programs,
preclinical and clinical testing, timing and cost of obtaining regulatory
approvals, changes in levels of resources that the Company devotes to the
development of manufacturing and marketing capabilities, competitive and
technological advances, and the ability of the Company to establish
collaborative arrangements with other organizations. There can be no assurance
that the Company's current cash resources will be sufficient to fund its
operations for the next 16-24 months, as changes in any of the factors described
in the preceding sentence (or other unforeseen changes in the Company's
business) could directly affect the rate at which the cash resources of the
Company are used by the Company in its research and development programs. Since
the Company has no committed external sources of capital, and expects no product
revenues for the foreseeable future, it will likely require additional financing
to fund future operations. There can be no assurance, however, that the Company
will be able to obtain additional funds on acceptable terms, if at all. If
adequate funds are not available the Company may be required to delay, reduce
the scope of or eliminate one or more of its research or development programs;
to obtain funds through arrangements with collaborative partners or others that
may require the Company to relinquish rights to certain technologies, product
candidates or products that the Company would otherwise seek to develop or
commercialize itself; or to license the rights to such products on terms that
are less favorable to the Company than might otherwise be available.
YEAR 2000 COMPLIANCE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. As a result, those
computer programs having date-sensitive software would recognize a date with the
year "00" as the year 1900 rather than the year 2000. Systems that calculate,
compare or sort using the incorrect date may malfunction.
The Company's date-sensitive information technology are its accounting software
applications, which the Company has upgraded to be Year 2000 compliant, and the
database application which is used at its clinical processing site, which is
currently not Year 2000 compliant. The Company intends to update this software
to a Year 2000 compliant version during 1999. To the degree the software is
found to be non-compliant, the Company has alternative methods in place to
ensure the functions performed by the software will be completed. Because the
Company has already planned to replace its software in 1999, the Company does
not contemplate any software replacement costs due to Year 2000 issues.
Page 10
<PAGE>
The Company has made inquiries of suppliers and parties with whom it has
significant business relationships regarding compliance with Year 2000 issues.
These include a clinical processing site at Thomas Jefferson University ("TJU"),
various other clinical sites and certain financial institutions such as
commercial banks. The Company has been informed by TJU that TJU will be Year
2000 compliant insofar as the Company is concerned.
To date, the Company is not aware of any financial institution or other third
party with a Year 2000 issue that would materially impact the Company's results
of operations, liquidity or capital resources. The Company has also been advised
by its financial institutions that it will receive certifications confirming
that the computer systems of these institutions are Year 2000 compliant.
Generally, the Company intends to develop contingency plans to address any other
Year 2000 compliance-risks that are uncovered by its continuing evaluation
efforts. Although the Company has no means of ensuring that its suppliers and
financial institutions will be Year 2000 ready, it will continue to monitor, to
the extent practicable, their compliance with the Year 2000 problem. There can
be no assurance, however, that such problems will not arise.
Page 11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Previously, the Company disclosed that a party has opposed the Company's
application for a federal trademark registration for the name AVAX. Through the
current period there have been no material events or changes in the status of
this matter. The Company does not believe that an adverse outcome in this
proceeding will materially affect its business.
Except for the trademark matter discussed above, the Company is not aware of any
material pending or threatened legal proceedings.
Item 2. Changes in Securities.
(a) On March 1, 1999, the Company completed an offering of Series C Convertible
Preferred Stock (the "Series C Offering") pursuant to which the Company raised
aggregate gross proceeds of approximately $10,130,000. In the Series C Offering,
the Company sold an aggregate of 101,300 shares of Series C Preferred Stock, and
Class A Warrants to purchase an aggregate of 311,692 shares of Common Stock at
an exercise price of $4.00 per share of Common Stock and Class B Warrants to
purchase an aggregate of 311,692 shares of Common Stock at an exercise price of
$4.50 per share of Common Stock, all for an aggregate exercise price of
$2,649,337. The Series C Preferred Stock, the Class A Warrants and the Class B
Warrants were sold as a unit in the Series C Offering. The Class A Warrants and
Class B Warrants are exercisable until March 1, 2004. The Board of Directors has
designated 120,000 shares of Preferred Stock of the Company as "Series C
Convertible Preferred Stock," 101,300 shares of which were issued by the Company
in the Series C Offering. The following is a summary of certain terms of the
Series C Preferred Stock and reference is made to the Certificate of
Designations of the Series C Convertible Preferred Stock filed with the
Secretary of State of the State of Delaware, which sets forth the rights,
preferences and characteristics of the Series C Preferred Stock.
Dividends. The holders of Series C Preferred Stock are entitled to receive
dividends as, when and if declared by the Board of Directors of the Company out
of funds legally available therefor. If the Company declares a dividend or
distribution on the Common Stock of the Company, the holders of shares of Series
C Preferred Stock are entitled to receive for each share of Series C Preferred
Stock a dividend or distribution in the amount of the dividend or distribution
that would be received by a holder of the Common Stock into which such share of
Series C Preferred Stock is convertible on the record date for such dividend or
distribution. If the Company declares a dividend or distribution on any other
class or series of preferred stock (e.g., the Series B Preferred Stock), the
holders of shares of Series C Preferred Stock are entitled to receive a dividend
or distribution in an amount per share in proportion to the dividend or
distribution declared on a share of such other class or series based upon the
liquidation preference of a share of the Series C Preferred Stock relative to
that of a share of such other class or series, unless the holders of at least
66-2/3% of the outstanding shares of Series C Preferred Stock consent otherwise.
The Company does not intend to pay cash dividends on the Series C Preferred
Stock or the underlying Common Stock for the foreseeable future.
Liquidation Preference. In the event of (i) a liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, (ii) a sale or
other disposition of all or substantially all of the assets of the Company or
(iii) any consolidation, merger, combination, reorganization or other
transaction in which the Company is not the surviving entity or the shares of
Common Stock constituting in excess of 50% of the voting power of the Company
are exchanged for or changed into other stock or securities, cash or any other
property (a "Merger Transaction") (clauses (i), (ii) and (iii) being
collectively referred to as a "Liquidation Event"), after payment or provision
for payment of debts and other liabilities of the Company, the holders
Page 12
<PAGE>
of the Series C Preferred Stock then outstanding are entitled to be paid out of
the assets of the Company available for distribution to its stockholders,
whether such assets are capital, surplus, or earnings, before any payment or
declaration and setting apart for payment of any amount is made in respect of
the stock junior to the Series C Preferred Stock, an amount equal to $100.00 per
share plus an amount equal to all declared and unpaid dividends thereon (the
"Liquidating Payment"); provided, however, in the case of a Merger Transaction,
such $100.00 per share may be paid in cash or securities (valued at the closing
price (as defined in the Certificate of Designation) of such security) of the
entity surviving the Merger Transaction. In case of any Liquidation Event, (x)
after payment to the holders of the Series C Preferred Stock of their
Liquidating Payment, each share of Series C Preferred Stock then outstanding
will be converted in such Liquidating Event on the terms set forth in the
Certificate of Designation (see "Conversion" summary below) into the kind and
amount of shares of stock or other consideration receivable in connection with
such transaction by a holder of the number of shares of Common Stock into which
such shares of Series C Preferred Stock could have been converted immediately
prior to such transaction, and (y) the entire remaining assets, if any, of the
Company legally available for distribution, will be distributed among the
holders of the Common Stock (including any holders of Common Stock issued upon
conversion of shares of Series C Preferred Stock and any other series of
preferred stock of the Company entitled to participate on an as-converted basis
in the transaction with the Common Stock) in proportion to the shares of Common
Stock then held by them. If upon any Liquidation Event, whether voluntary or
involuntary, the assets to be distributed to the holders of the Series C
Preferred Stock are insufficient to permit the payment to such stockholders of
the full Liquidating Payment, then all of the assets of the Company to be
distributed will be so distributed ratably to the holders of the Series C
Preferred Stock on the basis of the number of shares of Series C Preferred Stock
held. A consolidation or merger of the Company with or into another corporation,
other than in a transaction described in clause (iii), will not be considered a
liquidation, dissolution or winding up of the Company or a sale or other
disposition of all or substantially all of the assets of the Company and
accordingly the Company will make appropriate provision to ensure that the terms
of this Certificate of Designations survive such transaction. All shares of
Series C Preferred Stock will rank as to payment upon the occurrence of any of
the events described in clauses (i), (ii) and (iii) senior to the Common Stock
as provided herein and, unless the terms of such series provide otherwise,
senior to all other series of the Company's preferred stock but pari passu with
the Company's Series B Convertible Preferred Stock.
Conversion. The shares of Series C Preferred Stock are convertible, in whole or
in part, at the option of the holder thereof, into fully paid and nonassessable
shares of Common Stock and such other securities and property as hereinafter
provided. The shares of Series C Preferred Stock are convertible initially at
the rate of 30.76923 shares of Common Stock for each full share of Series C
Preferred Stock and are subject to adjustment as provided herein. The 101,300
shares of Series C Preferred Stock issued in the Series C Offering are presently
convertible into 3,116,923 shares of Common Stock. The "conversion rate"
applicable to a share of Series C Preferred Stock is the number of shares of
Common Stock and number or amount of any other securities and property as
hereinafter provided into which a share a Series C Preferred Stock is then
convertible and will be determined by dividing $100.00 by the then existing
conversion price. The initial conversion price is $3.25 (the "conversion
price").
Page 13
<PAGE>
The conversion rate (and the corresponding conversion price) are subject to
adjustment as described in the Certificate of Designations upon the occurrence
of certain mergers, reorganizations, consolidations, reclassifications, rights
issuances, stock dividends or stock splits which will result in an increase or
decrease in the number of shares of Common Stock outstanding.
Mandatory Conversion at Option of Corporation. If the Common Stock is listed for
quotation on the Nasdaq National Market System, the Company, at its option, may
cause the Series C Preferred Stock to be converted in whole, or in part, on a
pro rata basis, into fully paid and nonassessable shares of Common Stock and
such other securities and property as therein provided if the closing bid price
of Common Stock has exceeded 300% of the then applicable conversion price for at
least 20 trading days in any 30 consecutive trading day period.
Voting Rights. At all meetings of stockholders, the holders of the Series C
Preferred Stock have the right to cast the number of votes equal to the number
of shares of Common Stock issuable upon conversion of the Series B Preferred
Stock at the record date for determination of such stockholders entitled to
vote. In addition, so long as 25% of the shares of Series C Preferred Stock
remain outstanding, the holders of 66.67% of the Series C Preferred Stock are
entitled to approve (i) the issuance of any securities of the Company ranking
prior to the Series C Preferred Stock upon liquidation, dissolution or winding
up of the Company or a sale of all or substantially all of the assets of the
Company or as to dividends or distributions or (ii) any alteration, amendment or
repeal of any provision of the Certificate of Incorporation, as amended, or the
Bylaws of the Company that adversely affects the relative rights, preferences,
qualifications, limitations or restrictions of the Series C Preferred Stock.
Preemptive Rights. The Series C Preferred Stock is not entitled to any
preemptive or subscription rights in respect of any securities of the Company.
(b) In January, 1999 the Company issued options to certain members of its Board
of Directors as compensation for their services for the upcoming year. The four
outside Directors each received options to purchase 8,101 shares of Common Stock
at an exercise price of $2.47 per share. The options vest over four calendar
quarters, commencing March 31, 1999. The options expire March 31, 2006.
(c) In March, 1999 the Company issued options to its newly elected member of its
Board of Director's , James L. Currie. Mr. Currie received an option to purchase
4,938 shares of Common Stock at an exercise price of $3.375 per share. The
options vest in four installments over ten months and expire March 1, 2006.
Page 14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
11.1 Statement Concerning Computation of Per Share Earnings
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed two reports on Form 8-K during the three months ended March
31, 1999:
The first report was filed on January 28, 1999, relating to a press release
dated January 28, 1999, announcing the Company's financial results for the year
ended December 31, 1998.
The second report was filed on March 8, 1999, relating to a press released dated
March 3, 1999 announcing the Company's completion of the Series C Preferred
Stock offering. See Item 2 above, "Changes in Securities."
Page 15
<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.
AVAX Technologies, Inc.
(Registrant)
Date: May 14, 1999
/s/ Jeffrey M. Jonas, M.D.
-------------------------------------
Jeffrey M. Jonas, M.D.
President and Chief Executive Officer
Date: May 14, 1999
/s/ David L. Tousley
-------------------------------------
David L. Tousley
Chief Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
Page 16
AVAX Technologies, Inc. Exhibit 11.1
Computation of Earnings (Loss) Per Share 10Q
<TABLE>
<CAPTION>
Three Three
Month of Months O/S Weighted Year Year Months Months
Issuance For Number of Each Given Average Ended Ended Ended Ended
F/S Purposes Shares Year Shares 31-Dec-97 31-Dec-98 31-Mar-98 31-Mar-99
------------ ------ ---- ------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
January '90 582,500 582,500 582,500 582,500 582,500
August '91 230,000 230,000 230,000 230,000 230,000
June '92 287,098 287,098 287,098 287,098 287,098
Series A Preferred:
June '92 259,375 (a) (a) (a) (a)
July '92 59,375
Sept '92 3,125
---------
321,875
---------
July '93 7,358
November '93 1,359
---------
8,717 8,717 8,717 8,717 8,717
---------
July '94 3,750 - 3,750 3,750 3,750 3,750
April '95 (111,330)
May '95 (196,618)
September '95 402,490
November '95 1,374,728
---------
1,469,270 1,469,270 1,469,270 1,469,270 1,469,270
---------
March '96 (77,901)
May & June '96 321,875
May & June '96 129,099
June '96 500
July '96 (c) 46,875
---------
420,448 420,448 420,448 420,448 420,448
---------
June '97 (f) 371,756
July, August & Sept '97 661,901
Oct, Nov & Dec '97 402,153
---------
1,435,810 499,850 1,435,810 1,435,810 1,435,810
---------
Jan, Feb & March '98 285,832 1.5 -- 142,916 285,832
April, May & June '98 353,236 -- -- 353,236.00
July, Aug & Sept 4,319,243 -- -- 4,319,243.00
Oct., Nov. & Dec '98 464,329 2,148,905 464,329.00
Jan, Beb & March '99 305,570 1.5 152,785.00
June '96 9,375
Treasury Shares (96)
---------
9,279 9,279 9,375 9,375 9,375
---------
CheapWarrants (b):
January and February '96
and August '95 120,000
Treasury Shares (1,225)
---------
118,775 108,775 100,000 100,000 100,000
---------
June, July and ( e )
September '92 warrants 35,337
Treasury Shares (23,348)
---------
11,989 11,989 35,337 35,337 35,337
---------
Cheap Options (d)
May '96 318,873
Treasury Shares (81,345)
---------
237,528 118,764 -- -- --
---------
</TABLE>
Page 1
<PAGE>
AVAX Technologies, Inc. Exhibit 11.1
Computation of Earnings (Loss) Per Share 10Q (continued)
<TABLE>
<CAPTION>
Three Three
Year Year Months Months
Ended Ended Ended Ended
12/31/97 12/31/98 3/31/98 3/31/99
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted Average Shares 3,750,440 6,731,210 4,725,221 10,157,730
==============================================================
Net Income (Loss) Attributable to Common Stockholders (4,266,125) (5,838,130) (1,400,305) (1,639,911)
Net Income (Loss) Per Share $ (1.14) $ (0.87) $ (0.30) $ (0.16)
</TABLE>
(a) - Not included because it would be anti-dilutive
(b) - represents bridge loan warrants (100,000) issued within one year of IPO,
exercised after June '96 Also includes 20,000 bridge placement warrants
issued within one year of IPO, not yet exercised, and excludes 11,250
bridge placement warrants issued prior to June '95, not yet exercised
(20,000 + 11,250 = 31,250 total bridge placement warrants)
(c) - represents the non-cheap portion of the bridge warrants exercised in
July issued prior to June '95 (9,375 + 100,000 + 46,875 = 156,250 total
bridge warrants)
(d) - 252,500 options issued to Officers and an employee in September not
considered cheap options since issued subsequent to IPO and not included
because it would be anti-dilutive
(e) - represents additional warrants, exercised in June '97 in cashless
exercise, issued under anti-dilution provisions within one year of IPO
(f) - includes 14,433 additional warrants, exercised in June '97 in a cashless
exercise, issued under anti-dilution provisions more than one year prior
to IPO
Page 2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Statement of Income for year and three months ended December 31, 1998
and March 31, 1999, respectively, and Balance Sheet as of December 31, 1998 and
March 31, 1999, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 MAR-31-1999
<CASH> 344,940 2,136,590
<SECURITIES> 9,377,678 14,415,330
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 9,953,319 16,755,553
<PP&E> 1,225,891 2,214,338
<DEPRECIATION> 35,477 41,235
<TOTAL-ASSETS> 11,143,733 18,928,656
<CURRENT-LIABILITIES> 886,646 952,520
<BONDS> 0 0
0 0
1,127 2,030
<COMMON> 40,028 41,251
<OTHER-SE> 10,215,932 17,932,855
<TOTAL-LIABILITY-AND-EQUITY> 11,143,733 18,928,656
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 6,535,358 1,782,982
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (5,838,130) (1,639,911)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (5,838,130) (1,639,911)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (5,838,130)<F1> (1,639,911)<F1>
<EPS-PRIMARY> (.87) (.16)
<EPS-DILUTED> 0 0
<FN>
(1)ESP-BASIC
</FN>
</TABLE>
