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, 2000
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 Identification No.)
incorporation or organization)
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
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 19, 2000, 15,522,297 shares of the Registrant's common stock par
value $.004 per share, were outstanding.
<PAGE>
AVAX TECHNOLOGIES, INC.
Table of Contents
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS -- As of December 31, 1999
and June 30, 2000 (Unaudited) .......................................... Page 3
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) --
For the Three months and Six Months Ended June 30, 1999 and June
30, 2000; and for the Period from January 12, 1990 (Incorporation)
through June 30, 2000 .................................................. Page 4
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) --
For the Six Months Ended June 30, 1999 and June 30, 2000 and for
the Period from January 12, 1990 (Incorporation) through June 30,
2000 ................................................................... Page 5
Notes to Consolidated 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 4. Submission of Matters to a Vote of Security Holders. ....................... Page 11
Item 6. Exhibits and Reports on Form 8-K ........................................... Page 12
Signatures ......................................................................... Page 13
</TABLE>
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AVAX Technologies, Inc.
(a development stage company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------------------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,426,059 $ 8,031,145
Marketable securities 8,868,621 25,236,815
Prepaid expenses and other current assets 336,821 350,094
------------------------------
Total current assets 12,631,501 33,618,054
Property, plant and equipment at cost 2,458,678 2,776,841
Less accumulated depreciation 116,862 293,823
------------------------------
Net furniture and equipment 2,341,816 2,483,018
Deferred acquisition costs -- 449,911
------------------------------
Total assets $ 14,973,317 $ 36,550,983
==============================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities $ 401,263 $ 798,835
------------------------------
Total current liabilities 401,263 798,835
Minority interest in consolidated subsidiaries 502,341 1,345,073
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 - 73,884 at December 31, 1999 (liquidation
preference - $9,974,340 at December 31, 1999) 739 --
Series C convertible preferred stock:
Issued and outstanding shares - 101,300 and 93,550 at December 31, 1999
and March 31, 2000, respectively (liquidation preference - $10,130,000 and
$9,355,000 at December 31, 1999 and March 31, 2000, respectively) 1,013 936
Common stock, $.004 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 11,077,790 and 15,522,297 at December 31, 1999
and March 31, 2000, respectively 44,311 62,089
Additional paid-in capital 35,406,036 60,508,452
Subscription receivable (422) (422)
Deferred compensation (156,124) (31,535)
Translation adjustment -- (252,786)
Deficit accumulated during the development stage (21,225,840) (25,879,659)
------------------------------
Total stockholders' equity 14,069,713 34,407,075
------------------------------
Total liabilities and stockholders' equity $ 14,973,317 $ 36,550,983
==============================
</TABLE>
See accompanying notes.
Page 3
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Consolidated 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,
1999 2000 1999 2000 2000
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gain from sale of the Product $ -- $ -- $ -- $ -- $ 1,951,000
Costs and expenses:
Research and development 1,272,463 1,740,343 2,331,501 3,240,838 17,236,961
Marketing and selling -- -- -- -- 543,646
General and administrative 813,641 1,274,196 1,537,585 2,322,080 13,776,717
------------------------------------------------------------------------------------
Total operating loss (2,086,104) (3,014,539) (3,869,086) (5,562,918) (29,606,324)
Other income (expense):
Interest income 183,207 517,625 326,278 750,116 4,045,748
Interest expense -- -- -- -- (646,293)
Minority interest in loss of
consolidated subsidiary -- 109,946 -- 158,983 181,442
Other, net -- -- -- -- 145,768
------------------------------------------------------------------------------------
Total other income (expense) 183,207 627,571 326,278 909,099 3,726,665
------------------------------------------------------------------------------------
Net loss (1,902,897) (2,386,968) (3,542,808) (4,653,819) (25,879,659)
Amount payable for liquidation
preference -- -- -- -- (1,870,033)
------------------------------------------------------------------------------------
Net loss attributable to common
stockholders $ (1,902,897) $ (2,386,968) $ (3,542,808) $ (4,653,819) $(27,749,692)
====================================================================================
Net loss per common share $ (.18) $ (.15) $ (.34) $ (.32)
==================================================================
Weighted average number of shares
outstanding 10,531,964 15,517,089 10,344,847 14,408,136
==================================================================
</TABLE>
See accompanying notes.
Page 4
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from January
12, 1990
(Incorporation)
Six months ended June 30, To June 30,
1999 2000 2000
------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net loss $ (3,542,808) $ (4,653,819) $ (25,879,659)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 147,360 301,550 1,453,966
Compensatory stock issue -- -- 25,000
Minority interest in net loss -- (158,983) (181,442)
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 -- -- 174,150
Changes in operating assets and liabilities: --
Prepaid expenses and other current assets 66,520 (13,273) (350,094)
Accounts payable and accrued liabilities (303,951) 397,572 798,835
Amount payable to Former Officer -- -- 80,522
------------------------------------------------------
Net cash used in operating activities (3,632,879) (4,126,953) (25,793,122)
Investing activities
Purchase of marketable securities and short-term
investments (59,736,218) (61,353,194) (246,926,344)
Proceeds from sale of marketable securities 55,692,880 44,985,000 214,573,057
Proceeds from sale of short-term investments -- -- 7,116,472
Purchases of furniture and equipment (1,187,830) (318,163) (2,842,775)
Proceeds from sale of furniture and equipment -- -- 4,600
Organization costs incurred -- -- (1,358)
Costs incurred in connection with acquisitions (449,911) (449,911)
Other -- (118,384)
------------------------------------------------------
Net cash used in investing activities (5,231,168) (17,136,268) (28,526,259)
</TABLE>
Page 5
<PAGE>
AVAX Technologies, Inc.
(a development stage company)
Consolidated Statements of Cash Flows (continued)
(Unaudited)
<TABLE>
<CAPTION>
Period from January
12, 1990
(Incorporation)
Six months ended June 30, to June 30,
1999 2000 2000
-----------------------------------------------------
<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
Shareholder capital contribution -- 93,637 93,637
Proceeds received from exercise of stock warrants -- 10,461 16,711
Capital contribution through sale of interest in
consolidated subsidiaries -- 1,821,300 4,445,300
Net proceeds received from issuance of preferred
and common stock 9,284,739 24,195,695 57,972,641
-----------------------------------------------------
Net cash provided by financing activities 9,284,739 26,121,093 62,603,312
-----------------------------------------------------
Effect of exchange rate changes on cash -- (252,786) (252,786)
-----------------------------------------------------
Net increase in cash and cash equivalents 420,692 4,605,086 8,031,145
Cash and cash equivalents at beginning of period 344,940 3,426,059 --
-----------------------------------------------------
Cash and cash equivalents at end of period $ 765,632 $ 8,031,145 $ 8,031,145
=====================================================
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 Consolidated Financial Statements (Unaudited)
For the Six Months ended June 30, 1999 and 2000
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).
On December 1, 1999, the Company entered into a definitive joint venture
agreement with Australia Vaccine Technologies ("AVT") (formerly Neptunus
International Holdings Limited), a pharmaceutical group in Australia, under the
subsidiary name, AVAX Holdings Australia Pty Limited ("AVAX Holdings"). Under
the joint venture agreement, AVAX Holdings, through its affiliated entities,
is manufacturing and marketing M-Vax in Australia, and has similar rights in New
Zealand. Due to the Company's controlling interest in the two related joint
venture entities, the financial position and results of operations of the joint
venture are consolidated in the Company's financial statements.
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 six month periods ended
June 30, 2000 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, 2000.
Page 7
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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, 1999 and 1998 included in the Company's annual report on Form
10-KSB.
3. Private placement of equity securities
On March 10, 2000, the Company completed an approximately $25,137,000 private
placement of its common stock, $.004 par value, and related warrants with
institutional investors. The Company sold an aggregate of 2,259,494 newly issued
shares of common stock, and issued warrants to purchase an additional 225,952
shares of common stock at an exercise price of $12.79 per share, all for an
aggregate warrant exercise price of $2,890,817. The warrants are exercisable
until March 10, 2005.
For services rendered in connection with the financing the Company paid Gruntal
& Co., L.L.C., who acted as the placement agent, a cash fee of approximately
$747,000 and issued warrants to purchase 83,927 shares of common stock at an
exercise price of $11.125. The warrants are exercisable until March 10, 2005. In
addition the Company issued to Sagres Group Ltd. warrants to purchase 124,045
shares of common stock at an exercise price of $11.125 per share as a finder's
fee in connection with the private placement. The Warrants are exercisable until
March 10, 2005.
Pursuant to a prior agreement with Paramount Capital Inc. ("Paramount),
Paramount was paid a fee due to the participation in the private placement of
certain investors previously introduced to the Company by Paramount. As a result
of this agreement, the Company paid Paramount a cash fee of approximately
$140,000 and issued to Paramount warrants to purchase 10,787 shares of common
stock of the Company at an exercise price of $11.125 per share. The warrants are
exercisable until March 10, 2005.
4. Additional Investment by Joint Venture Partner
Pursuant to the joint venture agreement with AVT, AVT made an additional equity
investment of $3,000,000AUD in the two joint venture operating companies. The
investment gives AVT an additional 15% of the voting stock in the joint venture
operating companies, raising AVT's total ownership percentages in the operating
companies to 35%.
5. Deferred Acquisition Costs
During July, 2000, the Company announced the signing of a Stock Contribution
Agreement through which Genopoietic S.A. and its corporate affiliates, based in
Paris, France, will become wholly owned subsidiaries of the Company. Certain
costs related to diligence procedures and legal fees associated with the
preparation of agreements related to the transaction have been capitalized as
Deferred Acquisition Costs.
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 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,
to obtain substantial additional funds, to close the Genopoietic transaction on
substantially the terms agreed to, to integrate the Genopoietic product
candidates and technologies, to raise additional capital sooner than would
otherwise have been required prior to the Genopoietic transaction, and to market
products in a profitable manner, as well as other risks detailed from time to
time in the Company's public disclosure filings with the Commission, including
its Annual Report on Form 10-KSB for the year ended December 31, 1999. 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 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 the multi-center pivotal registration clinical trial of
M-Vax(TM), the Company's lead AC Vaccine for metastatic melanoma. In addition,
the Company has initiated a multi-center Phase 2 trial on O-Vax(TM), the
Company's application of the AC Vaccine technology for ovarian cancer, a Phase
1/2 equivalent trial in breast cancer with The University of Tokyo, and a Phase
1/2 trial on L-Vax(TM), the Company's application of the AC Vaccine technology
for acute myelogenous leukemia (AML), at the MD Anderson Cancer Center. 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 prostate, lung and colorectal cancer. The
Company also plans to evaluate the AC Vaccine technology in other cancers and to
initiate similar Phase 1/2 clinical trials where appropriate. The Company's
manufacturing facility in Philadelphia supports these clinical trial efforts.
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.
In 1999 the Company entered into a joint venture with AVT for the
commercialization of M-Vax in Australia. In July 2000, the Company announced
that M-Vax is now commercially available in Australia. M-Vax is produced in
Australia through a contract manufacturing agreement with Bioenterprises Pty.
Limited. The Company anticipates that it will expend substantial resources on
the marketing and sales of M-Vax in Australia during the current year.
Page 9
<PAGE>
In 1999, the Company also announced that M-Vax is expected to be made available
for commercial use in The Netherlands, Germany and Japan. The commercialization
of M-Vax in these countries will be subject only to meeting certain requirements
determined by each regulatory agency. In order to expedite the availability of
M-Vax to melanoma patients in these countries, the Company is currently
exploring a number of strategic options to assist in realizing these
opportunities, and hopes to begin marketing M-Vax in The Netherlands and Germany
by the end of 2001. AVAX also may pursue a similar regulatory approach for the
manufacturing and marketing of its products in other European and Asian
countries. The cost to commercialize M-Vax in any of these countries will
require a significant investment by the Company and commercial success is
subject to market uncertainty.
In July, 2000, the Company also announced that it had signed a Stock
Contribution Agreement through which Genopoietic S.A. and its corporate
affiliates, based in Paris, France, will become wholly owned subsidiaries of the
Company. The transaction is subject to certain closing conditions, which the
parties anticipate will be completed by the end of the summer. Under the terms
of the Stock Contribution Agreement, the Company will be required to fund
research and development activities of Genopoetic's primary products that
include therapies for joint repair, bone marrow transplantation, autoimmune
diseases and organ transplantation. In addition, the Company will acquire
Genopoietic's existing cGMP manufacturing facility, which the Company intends to
prepare for manufacturing of the AC Vaccines and distributing them throughout
the region.
During the next 12 months, the Company will integrate the Genopoietic product
candidates and technologies into the Company's product pipeline. As stated
above, the Company is required to fund research and development of Genopoietic's
primary product candidates. Accordingly, the Company will have to raise
additional capital sooner than would otherwise have been required prior to the
Genopoietic transaction. The Company may also acquire additional products and
technologies, which may or may not be in the cancer immunotherapy field. It is
anticipated that any additions would also require substantial resources for
research, development and clinical evaluation.
There can be no assurance, however, that the Company will be able to close the
Genopoietic transaction on substantially the terms agreed 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 the
funds it requires, the Company may have difficulty meeting its funding
obligations under the Stock Contribution Agreement, meeting obligations and
required milestones under its license agreements and it may be necessary for the
Company to curtail significantly its activities or cease operations.
The Company's research and development expenses have increased 39.00% from
$2,331,501 in the six months ended June 30, 1999 to $3,240,838 in the six months
ended June 30, 2000. The increase is due to the ongoing efforts in supporting
the pivotal registration trial for M-Vax, which included increased payroll costs
related to additional manufacturing employees, costs associated in beginning the
expanded Phase 2 trials for O-Vax and increased costs related to the
topoisomearse and anti-estorgen technologies. In addition, during the period the
Company leased a laboratory research facility in Troy, New York for advancing
research on the AC Vaccine technology. The Company's general and administrative
expenses have increased approximately 51.02% from $1,537,585 in the six months
ended June 30, 1999 to $2,322,080 in the six months ended June 30, 2000. The
increase relates primarily to the preparation of the commercial launch of M-Vax
in Australia. The Company anticipates that, over the next 12 months, expenses
will continue to increase, particularly as development proceeds with the AC
Vaccines, the commercialization of M-Vax in Australia, and the Rutgers and Texas
A&M compounds.
During the past 12 months, the Company hired 14 new employees bringing the total
headcount as of June 30, 2000 to 32 persons of which 28 are located in the
United States and four are located in Australia. It is anticipated that the
Company will hire additional new employees, particularly in connection with the
commercialization of M-Vax in Australia.
Page 10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On March 10, 2000, the Company completed a private offering of common stock and
related warrants, from which the Company received net proceeds of approximately
$24,200,000. The Company currently anticipates that its current resources should
be sufficient to fund operations for approximately the next 19-31 months based
upon the Company's current operating plan, including the minimum funding
required to be provided to Genopoietic pursuant to the terms of the Stock
Contribution Agreement. The Company does not currently expect to be required to
raise additional capital in the next 12 months, although from time to time, the
Company may avail itself of opportunities in the capital markets to raise
additional capital if acceptable terms can be obtained. The Company's working
capital requirements will depend upon numerous factors, including, the potential
acquisition of Genopoietic, 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 19-31 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. 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.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of the stockholders of the Company, held on June 7, 2000
(the "Annual Meeting"), the following matters were voted on by the stockholders:
(i) the election of seven directors, (ii) a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
common stock to 50,000,000 shares, (iii) a proposal to increase the number of
shares of common stock available for the grant of options under the Company's
Stock Option Plan to 2,500,000 shares, and (iv) the ratification of the
selection of Ernst & Young, LLP, as auditors for the fiscal year ending on
December 31, 2000. The following tables set forth the total votes on each of
these matters, with the Company's common stock and Series C convertible
preferred stock voting as a single class:
(i) Election of Directors
<TABLE>
<CAPTION>
Affirmative Votes Negative Votes Abstentions
----------------- -------------- -----------
<S> <C> <C> <C>
Jeffrey M. Jonas, M.D. 11,819,674 0 71,000
James L. Currie 11,879,074 0 11,600
Edson D. de Castro 11,879,274 0 11,400
Andrew W. Dahl 11,870,774 0 19,900
Gary S. Lazar 11,870,774 0 19,900
John K. A. Prendergast, Ph.D. 11,878,574 0 12,100
Carl Spana, Ph.D. 11,878,774 0 11,900
</TABLE>
Page 11
<PAGE>
<TABLE>
<CAPTION>
Broker
------
Affirmative Votes Negative Votes Abstentions Non-Votes
----------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
(ii) Amend Certificate of
Incorporation 11,542,964 323,155 24,555 0
(iii) Increase Stock Option Plan
Shares available 5,152,432 520,658 0 6,185,028
(iv) Ratification of selection of
Ernst & Young, LLP 11,872,061 8,535 10,078 0
</TABLE>
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 no reports on Form 8-K during the three months ended June 30,
2000.
Page 12
<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 14, 2000
/s/ Jeffrey M. Jonas, M.D.
--------------------------------
Jeffrey M. Jonas, M.D.
President and Chief Executive Officer
Date: August 14, 2000
/s/ David L. Tousley
--------------------------
David L. Tousley
Chief Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
Page 13
