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 June 30, 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 incorporation (I.R.S. Employer
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 July 26, 1999, 10,850,802 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 June 30, 1999 (Unaudited) ................................. Page 3
STATEMENTS OF OPERATIONS (Unaudited) -- For the
Three months and Six Months Ended June 30, 1998 and June 30,
1999; and for the Period from January 12, 1990 (Incorporation)
through June 30, 1999 ....................................... Page 4
STATEMENTS OF CASH FLOWS (Unaudited) -- For the
Six Months Ended June 30, 1998 and June 30, 1999 and for the
Period from January 12, 1990 (Incorporation) through June 30,
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 4. Submission of Matters to a Vote of Security Holders .......... Page 12
Item 6. Exhibits and Reports on Form 8-K ............................. Page 13
Signatures ............................................................ Page 14
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AVAX Technologies, Inc.
(a development stage company)
Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
----------------------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 344,940 $ 765,632
Marketable securities 9,377,678 13,421,016
Prepaid expenses and other current assets 230,701 164,181
----------------------------
Total current assets 9,953,319 14,350,829
Property, plant and equipment at cost 1,225,891 2,413,721
Less accumulated depreciation 35,477 48,287
----------------------------
Net property, plant and equipment 1,190,414 2,365,434
----------------------------
Total assets $ 11,143,733 $ 16,716,263
============================
Liabilities and stockholders' equity Current liabilities:
Accounts payable and accrued liabilities $ 886,646 $ 582,695
----------------------------
Total current liabilities 886,646 582,695
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 84,748 at December 31, 1998
and June 30, 1999, respectively (liquidation preference - $15,213,015
and $11,575,980 at December 31, 1998 and June 30, 1999, respectively) 1,127 848
Series C convertible preferred stock:
Issued and outstanding shares - 101,300 at June 30, 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 10,756,890 at December 31,
1998 and June 30, 1999, respectively 40,028 43,022
Additional paid-in capital 23,999,855 33,280,866
Subscription receivable (422) (422)
Deferred compensation (425,224) (290,674)
Deficit accumulated during the development stage (13,358,277) (16,901,085)
----------------------------
Total stockholders' equity 10,257,087 16,133,568
----------------------------
Total liabilities and stockholders' equity $ 11,143,733 $ 16,716,263
============================
</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 Six months ended Through
June 30, June 30, June 30,
1998 1999 1998 1999 1999
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gain from sale of the Product $ -- $ -- $ -- $ -- $ 1,951,000
Costs and expenses:
Research and development 1,152,779 1,272,463 2,110,143 2,331,501 11,151,929
Marketing and selling -- -- -- -- 543,646
General and administrative 577,504 813,641 1,228,156 1,537,585 9,615,944
-------------------------------------------------------------------------------
Total operating loss (1,730,283) (2,086,104) (3,338,299) (3,869,086) (19,360,519)
Other income (expense):
Interest income 170,855 183,207 378,565 326,278 2,959,959
Interest expense -- -- -- -- (646,293)
Other, net -- -- -- -- 145,768
-------------------------------------------------------------------------------
Total other income (expense) 170,855 183,207 378,565 326,278 2,459,434
-------------------------------------------------------------------------------
Net loss (1,559,428) (1,902,897) (2,959,734) (3,542,808) (16,901,085)
Amount payable for
liquidation preference -- -- -- -- (1,870,033)
-------------------------------------------------------------------------------
Net loss attributable to
common stockholders $ (1,559,428) $ (1,902,897) $ (2,959,734) $ (3,542,808) $(18,771,118)
===============================================================================
Net loss per common share $ (.31) $ (.18) $ (.61) $ (.34)
=============================================================
Weighted average number of
shares outstanding 5,044,755 10,531,964 4,884,988 10,344,847
=============================================================
</TABLE>
See accompanying notes.
Page 4
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from January
12, 1990
(Incorporation)
Six months ended June 30, To June 30,
1998 1999 1999
-----------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net loss $ (2,959,734) $ (3,542,808) $ (16,901,085)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 144,111 147,360 949,291
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 (44,015) 66,520 (164,181)
Accounts payable and accrued liabilities 7,204 (303,951) 582,695
Amount payable to Former Officer -- -- 80,522
-----------------------------------------------------
Net cash used in operating activities (2,852,434) (3,632,879) (17,195,158)
Investing activities
Purchase of marketable securities and short-term
investments (2,191,301) (59,736,218) (157,913,425)
Proceeds from sale of marketable securities -- 55,692,880 137,375,937
Proceeds from sale of short-term investments -- -- 7,116,472
Purchases of furniture and equipment (16,777) (1,187,830) (2,479,655)
Proceeds from sale of furniture and equipment -- -- 4,600
Organization costs incurred -- -- (1,358)
-----------------------------------------------------
Net cash used in investing activities (2,208,078) (5,231,168) (15,897,429)
</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)
Six months ended June 30, To June 30,
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) -- (76)
Financing costs incurred -- -- (90,000)
Payments received on subscription receivable 1,746 -- 4,542
Proceeds received from exercise of stock warrants -- -- 6,250
Net proceeds received from issuance of preferred
and common stock -- 9,284,739 33,776,946
-----------------------------------------------------
Net cash provided by financing activities 1,670 9,284,739 33,858,219
-----------------------------------------------------
Net increase (decrease) in cash and cash equivalents (4,124,518) 420,692 765,632
Cash and cash equivalents at beginning of period 13,832,179 344,940 --
=====================================================
Cash and cash equivalents at end of period $ 9,707,661 $ 765,632 $ 765,632
=====================================================
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 Six Months ended June 30, 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, obtaining and enforcing patents, receiving regulatory approval,
controlling research and development, expanding the Company's manufacturing
facilities, meeting obligations and requisite research funding levels under
license agreements, obtaining and defending patents, competition with other
biotechnology and pharmaceutical companies and obtaining additional funds. 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 six month periods ended
June 30, 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 demonstrate the safety and efficacy of product candidates at each
stage of development, to meet applicable regulatory standards and receive
required regulatory approvals, to control the research and development of
product candidates, to expand our limited manufacturing facilities, to meet
obligations and required research funding levels under its license agreements,
to obtain and defend our patents and operate without infringing upon the rights
of others, to compete successfully against other products and technologies
similar to ours, and to obtain additional funds. 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 and has commenced enrollment of
patients for this clinical trial. The Company has received agreement from the
National Cancer Institute to fund 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
reduce significantly its activities or cease operations.
Page 9
<PAGE>
The Company's research and development expenses have increased 10.49% from
$2,110,143 in the Six months ended June 30, 1998 to $2,331,501 in the six months
ended June 30, 1999. The increase is due primarily to the ongoing efforts in
supporting the pivotal registration trial for M-Vax. The Company's general and
administrative expenses have increased approximately 25.2% from $1,228,156 in
the six months ended June 30, 1998 to $1,537,585 in the six months ended June
30, 1999. Cost increases relate primarily to business development activities and
the Company's expansion of commercial efforts in Australia. 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 eleven new employees bringing the
total headcount as of June 30, 1999 to 18 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 and the anticipated commercial activities in Australia.
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 until
approximately the next third or fourth quarter of 2000, 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 until approximately the third or fourth quarter 2000, 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 significant 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) In June, 1999 the Company issued options to purchase Common Stock to James
L. Currie, the newest member of the Company's Board of Directs. Mr. Currie
received options 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.
Item 4. Submission of Matters to a Vote of Security Holders.
At an annual meeting of the stockholders of the Company, held on June 3, 1999
(the "Annual Meeting"), the following matters were voted on by the stockholders:
(i) the election of six directors and (ii) ratification of the selection of
Ernst & Young, LLP, as auditors for the fiscal year ending on December 31, 1999.
The six directors elected, who constitute the Board of Directors of the Company,
are Jeffrey M. Jonas, M.D., James L. Currie, Edson D. de Castro, John K. A.
Prendergast, Ph.D., Carl Spana, Ph.D., and Michael S. Weiss, Esq. The following
tables set forth the total votes, with Common Stock and Series B Convertible
Preferred Stock voting as a single class:
(i) Election of Directors
Affirmative Votes Negative Votes Abstentions
----------------- -------------- -----------
Jeffrey M. Jonas, M.D. 9,053,614 0 241,204
James L. Currie 9,053,614 0 241,204
Edson D. de Castro 9,053,614 0 241,204
John K. A. Prendergast, Ph.D. 9,053,614 0 241,204
Carl Spana, Ph.D. 9,053,614 0 241,204
Michael S. Weiss, Esq. 9,053,614 0 241,204
<TABLE>
<CAPTION>
Broker
Affirmative Votes Negative Votes Abstentions Non-Votes
----------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
(ii) Selection of 9,287,791 0 7,027 0
Ernst & Young, LLP
</TABLE>
Page 12
<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 five reports on Form 8-K during the Three months ended June
30, 1999:
The first report was filed on April 22, 1999 related to a press release which
was issued on April 5, 1999 announcing that the Company's investigational
proprietary Autologous Cell vaccine for the treatment of Stage 3 melanoma,
M-Vax(TM), received Orphan Drug designation from the U.S. Food and Drug
Administration.
The second report was filed on April 22, 1999 related to a press release which
was issued on April 13, 1999 announcing new results in its continuing testing
and evaluation of the Company's AC Vaccine(TM) for the treatment of patients
with Melanoma, M-Vax(TM).
The third report was filed May 25, 1999 related to a press release which was
issued on May 13, 1999 which discussed clinical trial results achieved by the
Company'sAC Vaccine(TM) product for the treatment of ovarian cancer, O-Vax(TM).
The fourth report was filed on June 21, 1999 related to a press release which
was issued on May 19, 1999 which discussed the Company's collaboration with the
University of Tokyo to perform Phase 1/2 trials in breast cancer.
The fifth report was filed on June 21, 1999 related to a press release dated
June 15, 1999 which announced the Company's collaboration with Neptunus
International Holdings Limited for the commercialization of the Company's AC
Vaccine technology in Australia and New Zealand and also announcing that the
Company will begin to market its cancer vaccine M-Vax in Australia.
Page 13
<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: August 12, 1999
/s/ Jeffrey M. Jonas, M.D.
--------------------------------------
Jeffrey M. Jonas, M.D.
President and Chief Executive
Officer
Date: August 12, 1999
/s/ David L. Tousley
--------------------------------------
David L. Tousley
Chief Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
Page 14
AVAX Technologies, Inc. Exhibit 11.1
Computation of Earnings (Loss) Per Share 10Q
<TABLE>
<CAPTION>
Month of Months O/S Weighted Three Months Three Months Six Months Six Months
Issuance For Number of Each Given Average Ended Ended Ended Ended
F/S Purposes Shares Year Shares 6/30/98 6/30/99 6/30/98 6/30/99
------------ ------ ---- ------ ------- ------- ------- -------
<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 (e) 371,756
July, August & Sept '97 661,901
Oct, Nov & Dec '97 402,153
---------
1,435,810 1,435,810 1,435,810 1,435,810 1,435,810
---------
Jan, Feb & March '98 285,832 285,832 285,832 214,374 285,832
April, May & June '98 353,236 176,618 353,236 88,309 353,236
July, Aug & Sept 4,319,243 -- 4,319,243 -- 4,319,243
Oct., Nov. & Dec '98 464,329 -- 464,329 -- 464,329
Jan, Feb & March '99 305,570 4.5 -- 305,570 -- 229,178
April, May & June '99 442,897 1.5 -- 221,449 -- 110,724
June '96 9,375
Treasury Shares (96)
---------
9,279 9,375 9,375 9,375 9,375
---------
CheapWarrants (b):
January and February '96
and August '95 120,000
Treasury Shares (1,225)
---------
118,775 100,000 100,000 100,000 100,000
---------
June, July and ( d )
September '92 warrants 35,337
Treasury Shares (23,348)
---------
11,989 35,337 35,337 35,337 35,337
---------
</TABLE>
Page 1
<PAGE>
AVAX Technologies, Inc. Exhibit 11.1
Computation of Earnings (Loss) Per Share 10Q (continued)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/98 6/30/99 6/30/98 6/30/99
<S> <C> <C> <C> <C>
-------------------------------------------------------
Weighted Average Shares 5,044,755 10,531,964 4,884,988 10,344,847
=======================================================
Net Income (Loss)
Attributable to Common
Stockholders (1,559,428) (1,902,897) (2,959,734) (3,542,808)
Net Income (Loss)
Per Share (0.31) (0.18) (0.61) (0.34)
</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) - represents additional warrants, exercised in June '97 in cashless
exercise, issued under anti-dilution provisions within one year of IPO
(e) - 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 June 30, 1999, respectively, and Balance Sheet as of December 31, 1998 and
June 30, 1999, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-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> 344,940 765,632
<SECURITIES> 9,377,678 13,421,016
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 9,953,319 14,350,829
<PP&E> 1,225,891 2,413,721
<DEPRECIATION> 35,477 48,287
<TOTAL-ASSETS> 11,143,733 16,716,263
<CURRENT-LIABILITIES> 886,646 582,695
<BONDS> 0 0
0 0
1,127 1,861
<COMMON> 40,028 43,022
<OTHER-SE> 10,215,932 16,088,685
<TOTAL-LIABILITY-AND-EQUITY> 11,143,733 16,716,263
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 6,535,358 3,869,086
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (5,838,130) (3,542,808)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (5,838,130) (3,542,808)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (5,838,130)<F1> (3,542,808)<F1>
<EPS-BASIC> (.87) (.34)
<EPS-DILUTED> 0 0
<FN>
(1) Earnings Per Share (EPS) - Basic
</FN>
</TABLE>
