NEXMED INC
10QSB, 1997-11-14
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 September 30, 1997

[_]  Transaction report under Section 13 or 15(d) of the Exchange Act For the
transition period from           to 
                       ----------   ---------  

                    Commission file number 0-22245

                                 NEXMED, INC.
- --------------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

                 Nevada                                     87-0449967
- ------------------------------------------       -------------------------------
     (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)

                   6087 Triangle Drive, Commerce, CA  90040
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                (213) 890-0881
- --------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


                                      N/A
- --------------------------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]   No [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: At November 13, 1997,
6,180,098 shares of common stock were outstanding.

     Transitional Small Business Disclosure Format (check one):
Yes [_]   No [X]
<PAGE>
 
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements



                                  NexMed, Inc.
                          (A development stage company)
           Condensed Consolidated Statement of Operations (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                                                                  
                                                For the three months            For the nine months            January 1, 1994    
                                                 ended September 30,             ended September 30,            (inception of    
                                             -----------------------------  -----------------------------      development stage) 
                                               1997             1996             1997           1996         to September 30, 1997
                                               -----            -----            -----          -----        ---------------------
<S>                                           <C>           <C>             <C>             <C>              <C>    
Revenue                                       $        -    $           -   $     50,000    $          -       $         50,000

Operating expenses
    Selling, general and administrative          412,515          360,828      1,360,274       1,219,864              3,583,183
    Research and development                     367,811          154,217      1,155,185         885,944              3,027,948
                                             ------------  ---------------  -------------  --------------     ------------------
        Total operating expenses                 780,326          515,045      2,515,459       2,105,808              6,611,131
                                             ------------  ---------------  -------------  --------------     ------------------

Loss from operations                            (780,326)        (515,045)    (2,465,459)     (2,105,808)            (6,561,131)

Interest income (expense), net                       118            2,195         16,055          (9,050)                 9,564
                                             ------------  ---------------  -------------  --------------     ------------------

    Net loss                                  $ (780,208)   $    (512,850)  $ (2,449,404)   $ (2,114,858)      $     (6,551,567)
                                             ============  ===============  =============  ==============     ==================

Loss per common share                            $ (0.13)         $ (0.11)       $ (0.41)        $ (0.49)
                                             ------------  ---------------  -------------  --------------

Weighted average common shares outstanding     6,179,881        4,673,848      6,020,837       4,307,607
                                             ------------  ---------------  -------------  --------------
</TABLE> 

       See notes to unaudited condensed consolidated financial statements
<PAGE>

                                  NexMed, Inc.
                          (A development stage company)
                      Condensed Consolidated Balance Sheets


<TABLE> 
<CAPTION> 
                                                             September 30,
                                                                  1997             December 31,
                                                              (unaudited)              1996   
                                                              -----------              ----
<S>                                                           <C>                  <C> 
Assets
- ------
Current assets:
    Cash and cash equivalents                                 $   165,257           $   194,577   
    Prepaid expenses and other assets                              43,449                30,000   
                                                              ------------          ------------  
       Total current assets                                       208,706               224,577   
Furniture and equipment, net                                      150,113                84,902   
Advance to Joint Venture                                                -               300,000   
                                                              ------------          ------------  
       Total assets                                           $   358,819           $   609,479   
                                                              ============          ============  
                                                                                                  
Liabilities and stockholders' equity 
- ------------------------------------
Current liabilities:                                         
    Notes payable                                             $   100,000           $    50,000   
    Accounts payable and accrued expenses                          24,381                91,406   
                                                              ------------          ------------  
       Total current liabilities                                  124,381               141,406   
                                                              ------------          ------------  
Commitments and contingencies 
Stockholders' equity:                                               
    Preferred stock, $.001 par value, 10,000,000                                                  
      shares authorized, none issued and outstanding                    -                     -   
    Common stock, $.001 par value, 40,000,000                                                     
      shares authorized, 6,180,098 and 5,071,348 issued                                           
      and outstanding, respectively                                 6,180                 5,071   
    Additional paid-in capital                                  7,071,243             4,847,032   
    Accumulated deficit                                        (6,773,372)           (4,323,968)  
                                                              ------------          ------------  
                                                                  304,051               528,135   
    Less: deferred compensation                                   (69,613)              (60,062)  
                                                              ------------          ------------  
       Total stockholders' equity                                 234,438               468,073   
                                                              ------------          ------------  
       Total liabilities and stockholders' equity             $   358,819           $   609,479   
                                                              ============          ============  
</TABLE> 

The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

       See notes to unaudited condensed consolidated financial statements
<PAGE>

                                  NexMed, Inc.
                          (A development stage company)
 Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

<TABLE> 
<CAPTION> 
                                     Common          Common         Additional                                           Total
                                      Stock           Stock           Paid-in      Accumulated        Deferred        Stockholders'
                                    (Shares)        (Amount)          Capital        Deficit        Compensation         Equity
                                    --------        --------          -------        -------        ------------         ------
<S>                               <C>              <C>            <C>              <C>              <C>               <C> 
Balance at inception                  296,465       $   296         $  224,865     $  (221,805)     $       -         $     3,356
                                                                                                              
Issuance of common stock              498,508           499            697,410                                            697,909
                                                                                                              
Net loss                                  -             -                  -          (719,382)             -            (719,382)
                                  ------------     -----------    -------------    -------------    -------------     ------------- 
                                                                                                                                    
Balance at December 31, 1994          794,973           795            922,275        (941,187)             -             (18,117)  
                                                                                                                                    
Issuance of common stock            1,691,375         1,691            273,296                                            274,987   
                                                                                                                                    
Net loss                                  -             -                  -          (264,388)             -            (264,388)  
                                  ------------     -----------    -------------    -------------    -------------     ------------- 
                                                                                                                                    
Balance at December 31, 1995        2,486,348         2,486          1,195,571      (1,205,575)             -              (7,518)  
                                                                                                                                    
Issuance of common stock            2,585,000         2,585          2,559,761             -                -           2,562,346   
                                                                                                                                    
Issuance of compensatory                                                                                                            
   options and warrants                   -             -              426,700             -           (108,200)          318,500   
                                                                                                                                    
Compensation expense                      -             -                  -               -             48,138            48,138   
                                                                                                                                    
Vesting of performance based                                                                                                        
   options                                -             -              665,000             -                -             665,000   
                                                                                                                                    
Net loss                                  -             -                  -        (3,118,393)             -          (3,118,393)  
                                  ------------     -----------    -------------    -------------    -------------     ------------- 
                                                                                                                                    
Balance at December 31, 1996        5,071,348         5,071          4,847,032      (4,323,968)         (60,062)          468,073   
                                                                                                                                    
Issuance of common stock            1,083,750         1,084          2,136,386             -                -           2,137,470   
                                                                                                                                    
Exercise of options                    25,000            25              6,225             -                -               6,250   
                                                                                                                                    
Issuance of compensatory                                                                                                            
   options                                -             -               81,600             -            (81,600)              -     
                                                                                                                                    
Compensation expense                      -             -                  -               -             72,049            72,049   
                                                                                                                                    
Net loss                                  -             -                  -        (2,449,404)                        (2,449,404)  
                                  ------------     -----------    -------------    -------------    -------------     ------------- 
                                                                                                                                    
Balance at September 30, 1997       6,180,098       $ 6,180       $  7,071,243    $ (6,773,372)       $ (69,613)       $  234,438   
                                  ============     ===========    =============    =============    =============     ============= 
</TABLE>
        
       See notes to unaudited condensed consolidated financial statements 
        
        
        
<PAGE>

                                  NexMed, Inc.
                          (A development stage company)
           Condensed Consolidated Statement of Cash Flows (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                                      
                                                                     For the nine months               January 1, 1994   
                                                                      ended September 30,               (inception of    
                                                             ------------------------------------     development stage) 
                                                                   1997                1996          to September 30, 1997
                                                                   ----                ----          --------------------- 
<S>                                                          <C>                   <C>               <C>   
Cash flows from operating activities
    Net loss                                                   $ (2,449,404)       $ (2,114,858)         $ (6,551,567)
    Adjustments to reconcile net loss to
      net cash from operating activities
       Depreciation                                                  21,605               2,179                25,863
       Stock issued for patents and other rights                          -                   -               532,775
       Non-cash compensation expense                                 72,049           1,803,852             2,099,236
       Decrease in prepaid expenses and other assets                (13,449)                  -               (41,624)
       Increase (decrease) in account payable
         and accrued expenses                                       (49,525)             14,142                41,880
                                                            ----------------    ----------------      ----------------
           Net cash used in operating activities                 (2,418,724)           (294,685)           (3,893,437)
                                                            ----------------    ----------------      ----------------

Cash flow from investing activities
    Capital expenditures                                            (86,816)            (43,904)             (175,976)
    Advances to Joint Venture                                             -                   -              (300,000)
    Return of advances to Joint Venture                             300,000                   -                     -
                                                            ----------------    ----------------      ----------------
           Net cash used in investing activities                    213,184             (43,904)             (475,976)
                                                            ----------------    ----------------      ----------------

Cash flow from financing activities
    Issuance of common stock, net of offering
      costs                                                       2,094,970             985,521             4,101,888
    Proceeds from the exercise of options                             6,250                   -                 6,250
    Issuance of notes payable                                       100,000             100,000               265,000
    Repayment of notes payable                                      (25,000)            (75,000)             (140,000)
                                                            ----------------    ----------------      ----------------
           Net cash from financing activities                     2,176,220           1,010,521             4,233,138
                                                            ----------------    ----------------      ----------------

Net increase (decrease) in cash                                     (29,320)            671,932              (136,275)

Cash, beginning of period                                           194,577              13,359                 1,532
                                                            ----------------    ----------------      ----------------

Cash, end of period                                            $    165,257        $    685,291          $   (134,743)
                                                            ================    ================      ================
</TABLE> 

Non cash activity: In February 1997, a holder of a $25,000 note payable elected
to convert the principal and interest due into 13,750 shares of common stock.

       See notes to unaudited condensed consolidated financial statements
<PAGE>

                                  NexMed, Inc.
         Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10-01
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months and nine months ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the financial statements and notes thereto dated February 25, 1997 included in
the NexMed, Inc. Form 10-SB.

2. Issuance of Common Stock

In February 1997, NexMed, Inc. (the "Company") issued 1,062,500 shares of common
stock at $2 per share in a private placement. The Company received net proceeds
of $2,094,970 from the issuance.

3. Termination of Joint Venture Agreement with Guandong Pharmaceutical and
Health Products Import-Export Company and Zhongshan Shiqi Pharmaceutical Factory

In July 1997, the Company, Guandong Pharmaceutical and Health Products
Import-Export Company and Zhongshan Shiqi Pharmaceutical Factory terminated
their agreement to form a Chinese joint venture company. The Company received
the $300,000 advanced to its joint venture partner in the third quarter of 1997.

4. Joint Venture Agreement with Zhongshan (Xiao Lan) Pharmaceutical Factory.

The Company is in the process of effectuating another joint venture agreement in
China with Zhongshan (Xiao Lan) Pharmaceutical Factory (the "Factory").  As of
September 26, 1997, NexMed Pharmaceuticals (Zhongshan) Ltd. (the "China Joint 
Venture"), a joint-venture company formed pursuant to an agreement between 
NexMed (Asia) Limited ("NexMed Asia"), a wholly-owned subsidiary of the Company,
and the Factory, received all necessary Chinese governmental approvals and 
obtained a commercial license.  It is anticipated that the Company's initial 
investment in the China Joint Venture of $2.17 million will be paid in 
installments during the fourth quarter of 1997 with funds received in an ongoing
private placement (see Note 5 below), with an additional $1.33 million due in 
two installments during the 13th to 36th months.  As of November 13, 1997, 
NexMed Asia has contributed $1,000,000 to the China Joint Venture.

5. Subsequent Event - Private Placement

In order to finance its day-to-day operations and meet NexMed Asia's initial 
investment commitment and acquisition of its 70% interest in the China Joint 
Venture (see Note 4 above), the Company is completing a private placement of 
subordinated debt and warrants.  The offering has not been registered with the
Securities and Exchange Commission under the U.S. Securities Act of 1933, as
amended, pursuant to an exemption from registration under Regulation S.

<PAGE>
 
Item 2.  Plan of Operation.

         NexMed, Inc. ("NexMed"), which has been in existence since 1987 and is
in the development stage, has, since 1994, positioned itself as a medical and
pharmaceutical technology company with a focus on developing and commercializing
therapeutic products based on proprietary delivery systems. NexMed (together
with its subsidiaries, the "Company") currently intends to focus its efforts on:

(i)   topical treatment products based on a penetration enhancement technology
      known as NexACT(TM), which may enable the active drug to be better
      absorbed through the skin. The NexACT(TM) technology is designed to
      enhance absorption through the skin, overcoming the skin's natural barrier
      properties and enabling the rapid penetration of high concentrations of
      the active drug directly to the site of the skin or extremity at which the
      active drug's effect is desired, thereby resulting in improved therapeutic
      outcomes and reduced gastrointestinal or other systemic side effects that
      often accompany oral medications. The Company currently intends to direct
      its topical delivery system development efforts on drugs previously
      approved by the Food and Drug Administration ("FDA") with proven efficacy
      and safety profiles, with patents expiring or expired and with proven
      market records and potential. Currently, the primary topical treatment
      product under research and development by the Company is an alprostadil
      cream for the treatment of male erectile dysfunction (impotence). The
      Company has recently filed a trademark application for the alprostadil
      cream incorporating the NexACT(TM) enhancers under the name Alprox-TD(TM).
      Also under research and development are ibuprofen and ketoprofen cream
      formulations for sports medicine and arthritis treatment and an acyclovir
      anti-viral cream for the treatment of herpes simplex;

(ii)  the Viratrol(TM) device, a therapeutic medical device for the treatment of
      herpes simplex diseases which does not require the use of any drugs. The
      Company believes that the electrical current, which is topically delivered
      by the device to an infected site, blocks lesions from forming or shortens
      healing time once lesions develop; and

(iii) through the formation of a joint venture in China, research and
      development, production and distribution in China and other international
      markets of medical and pharmaceutical products, including generic
      pharmaceuticals currently approved and sold in China and products
      incorporating new and advanced technologies. As of September 26, 1997,
      NexMed Pharmaceuticals (Zhongshan) Ltd. (the "China Joint
<PAGE>
 
      Venture"), a joint-venture company formed pursuant to an agreement between
      NexMed (Asia) Limited ("NexMed Asia"), a wholly-owned subsidiary of the
      Company based in Hong Kong, and Zhongshan Xiao Lan Pharmaceutical Factory,
      located in Zhongshan City, Guangdong Province, China, received all
      necessary Chinese governmental approvals and obtained a commercial
      license. Toward meeting NexMed Asia's initial investment commitment and
      acquisition of its 70% interest in the China Joint Venture, the Company is
      completing a private placement of subordinated debt and warrants.

         During the next 12 months, depending on the amount of funding
available, the Company intends to expand its research, development and marketing
activity and capability, both domestically and internationally, with regard to
its proprietary pharmaceutical products, and intends to execute a business
strategy with the goal of achieving a level of development and commercialization
sufficient to enable the Company to attract potential strategic partners with
resources sufficient to further develop and market its products. The Company
also intends to undertake the commercialization of new and off-patent products
in particular international markets through strategic partners, licensees,
importers and brokers. With respect to the United States, the Company intends to
commence the FDA application and approval process for the Alprox-TD(TM) cream
and the Viratrol(TM) herpes treatment device.

         The first step in the Company's plan for the next 12 months with regard
to the research, development and commercialization of the Alprox-TD(TM) cream
and the Viratrol(TM) device is the completion of the clinical studies currently
in progress on each of the two proposed products in China. It is expected that
the studies on the Viratrol(TM) device and the Alprox-TD(TM) cream will be
concluded during the first half of 1998. Both studies are subject to local
government review at various stages, which could affect the delivery time of the
final results. Pending satisfactory results, the Company expects that the
clinical data generated should permit the Company to submit an application for
manufacturing and marketing approval of the Alprox-TD(TM) cream in China and
other developing-world countries, and a notification of sale for the 
Viratrol(TM) device in Canada.

         With respect to the approval of its products in the United States, the
Company plans during the fourth quarter of 1997 to generate the data necessary
to file with the FDA an Investigational New Drug ("IND") application for the
Alprox-TD(TM) cream and complete the 60-patient (30 male and 30 female) Phase I
study on the Alprox-TD(TM) cream which was commenced in the United States in
September 1997, pending FDA approval.  Following completion of the Phase I
studies, the Company expects to initiate Phase II studies in the United States.
Phase I studies assess the most common acute adverse effects of a drug and
examine the size of doses that patients can take safely without a high incidence
of side effects.  Generally, 20 to 100 healthy volunteers or patients are
studied for a period of several months.  The focus of Phase I is safety.  If no
major problems, such as toxicity, are discovered in Phase I, the next step is a
Phase II study in which the drug's efficacy is determined by means of its
administration to subjects who have the condition the drug is intended to treat.
Researchers then assess whether the drug has a favorable effect on the condition
and also

                                       3
<PAGE>
 
begin to identify the correct dosage level (dose ranging).  Phase II involves
the study of up to several hundred subjects for approximately 12 months.  The
focus of Phase II is effectiveness with short-term safety.

         As part of the Company's strategy for developing, protecting and
marketing its technology, the Company intends during the next 12 months to file
additional patent applications with respect to its products and hopes to secure
U.S. and international strategic partners for its leading products under
development.  Furthermore, the China Joint Venture has received all necessary
Chinese governmental approvals and a commercial license and consequently has the
rights to manufacture and market certain generic drugs and Chinese herbal
products approved for sale in China.  The Company also intends to utilize the
China Joint Venture's manufacturing infrastructure and marketing network to
introduce the Company's products under development into China and other regional
markets.

         The Company is planning to expand its international representation
through the establishment of its own sales offices in North and South America,
and partnering with local distribution companies in selective developing
markets. In August 1997, the Company established NexMed (Americas) Limited
("NexMed Americas"), a wholly-owned subsidiary based in Mississauga, Ontario,
responsible for the Company's North and South American manufacturing and
distribution activities. Previously, the Company had explored the possibility of
expanding its domestic laboratory research capability by the funding and
operation of new biosciences laboratories in Fort Worth, Texas, in collaboration
with the University of North Texas Health Science Center, at which Robert W.
Gracy, Ph.D., one of the Company's Directors and a member of the Company's
Scientific Advisory Committee, and S. Dan Dimitrijevich, Ph.D., also a
Scientific Advisory Committee member, are faculty members. However, while the
Company did expand operations at its topical formulation development
laboratories in Lawrence, Kansas and is continuing with its existing biosciences
operations in Fort Worth, it has decided to postpone the commitment of resources
necessary for expansion of the Fort Worth laboratories until additional
financing, including government research grants, is available.

         As a result of the ongoing private placement, management believes that
the Company has sufficient cash to sustain its current day-to-day operations
through the end of December, including operations at the headquarters office in
Los Angeles, its topical formulation development laboratories in Lawrence,
Kansas and international sales offices in Hong Kong and Canada. The Company has
plans for additional private placements in 1998 to sustain its day-to-day
operations.

         The Company expects to enter into licensing agreements and receive
certain licensing payments from licensing partners during the upcoming 12
months. In January 1997, the Company, through NexMed International Limited,
another of its international subsidiaries, signed a license agreement with Lotus
Medical Supply, Inc., a Taiwanese company. In addition, on October 2, 1997, the
Company entered into a Supply and Distribution Agreement with Finadiet
S.A.C.I.F., ("Finadiet"), an Argentinian

                                       4
<PAGE>
 
manufacturer and distributor of urological pharmaceutical products, for the
distribution of the Alprox-TD(TM) cream in Argentina and Uruguay. Under the
agreement, the Company would manufacture and supply the Alprox-TD(TM) cream
under a new trademark and packaging proposed for Latin America. Finadiet is
obligated to pay the expenses and obtain regulatory approval to market the
product, in exchange for a five-year exclusive sales and distribution right for
the two countries. Pending regulatory approval, Finadiet also agreed to purchase
a minimum quantity of $23.7 million of products during such five-year period.

         In addition, the Company has received inquiries from pharmaceutical
companies worldwide regarding the work of the topical formulation development
laboratories in Lawrence, Kansas, including requests regarding the utilization
of the Company's patented NexACT(TM) penetration enhancement technology and the
co-development of proprietary new drugs that have absorption or penetration
difficulties.  The Company believes that such inquiries could lead to the
receipt of licensing or contract development fees within the next twelve months.

         The Company has incurred cumulative net operating losses of $6,551,567
since its inception as a medical and pharmaceutical technology company in 1994,
and expects to incur substantial additional losses in completing the research,
development and commercialization of its technologies. Accordingly, the Company
will require additional funding to reach certain goals.

         In order to continue or initiate the clinical studies on the Alprox-
TD(TM) cream and the Viratrol(TM) device in the U.S., the Company will need to
raise $2 million.  Furthermore, it is anticipated that the Company's initial
investment in the China Joint Venture of $2.17 million will be paid in
installments during the fourth quarter of 1997 with funds received in the
ongoing private placement, with the balance due in two installments during the
13th to 36th months.  As of November 13, 1997, NexMed Asia has contributed
$1,000,000 to the China Joint Venture.  In addition, the Company expects to
allocate $800,000 for international operations.

         The Company does not expect to acquire any significant or expensive
large-scale equipment or instruments within the coming 12 months. The Company
believes that its planned $3.5 million investment in the China Joint Venture
will include adequate funding for the proposed renovation work in order to
upgrade certain of its operations to Good Manufacturing Practices ("GMP")
standards.

         During the third quarter of 1997, the Company hired two senior-level
employees, James A. DiTanna and Anton H. Amann.  Mr. DiTanna was named Vice-
President and Chief Financial Officer of NexMed and Dr. Amann has been named
Vice-President of NexMed and will also serve as a Director and General Manager
of NexMed Americas.  Currently, the Company has 19 employees and expects in the
fourth quarter of 1997 to hire an additional employee with expertise in clinical
management.  The cost that the Company expects to incur during the next 12
months with regard to salary and benefits for such employees will be
approximately $1.2 million.

                                       5
<PAGE>
 
         In order to meet the aforementioned immediate funding requirements, the
Company will need to raise $6 million, a portion of which it is currently
seeking to raise through an ongoing private placement.  Additional placements
are contemplated during the next 12 months.

         The Company's operations are subject to numerous risks associated with
the establishment and development of products based upon innovative or novel
technologies. As a result, the Company must be evaluated in light of the
problems, delays, uncertainties and complications encountered in connection with
newly founded businesses. Some of these unanticipated problems may include
development, regulatory, manufacturing, distribution and marketing difficulties
that may be beyond the Company's financial or technical abilities to resolve
satisfactorily.

         This report contains forward-looking information, including statements
regarding the Company's plans, objectives, expectations and intentions. All
forward-looking statements are subject to risks and uncertainties that could
cause the Company's actual results and experience to differ materially from such
projections. Reference should be made to the Company's filing on Form 10-SB/A
with the Securities and Exchange Commission and, in particular, the sections
entitled "Description of Business" and "Plan of Operation."


                                       6
<PAGE>
 
                                    PART II
                                        
                               OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

        (a) Exhibits (in accordance with Item 601 of Regulation S-B)

           *   3.1  Amended and Restated Articles of Incorporation of the
                    Company

          **   3.2  By-laws of the Company

         ***   3.3  Amendment to By-laws of the Company

        ****   4.1  Specimen Common Stock Certificate

           #   9.1  Form of Irrevocable Proxy

       *****  10.1  Technology Acquisition Agreement between the Company and
                    Odontex, Inc.

           +  10.2  Research Agreement between the Company and the University of
                    Kansas, effective June 15, 1996 and modified November 22,
                    1996

- ------------------------------
*       Incorporated by reference to Exhibit 2.1 filed with the Registrant's
        Form 10-SB filed with the Commission on March 14, 1997.

**      Incorporated by reference to Exhibit 2.2 filed with the Registrant's
        Form 10-SB filed with the Commission on March 14, 1997.

***     Incorporated by reference to Exhibit 2.3 filed with the Registrant's
        Form 10-SB filed with the Commission on March 14, 1997.

****    Incorporated by reference to Exhibit 3.1 filed with the Registrant's
        Form 10-SB filed with the Commission on March 14, 1997.

#       Incorporated by reference to Exhibit 5.1 filed with the Registrant's
        Form 10-SB/A filed with the Commission on May 13, 1997.

*****   Incorporated by reference to Exhibit 6.1 filed with the Registrant's
        Form 10-SB filed with the Commission on March 14, 1997.

+       Incorporated by reference to Exhibit 6.2 filed with the Registrant's
        Form 10-SB/A filed with the Commission on June 5, 1997.


                                       7
<PAGE>
 
          ++  10.3  Research Agreement between the Company and the University of
                    Kansas, executed November 1996
 
         +++  10.4  The NexMed, Inc. Stock Option and Long-Term Incentive
                    Compensation Plan

        ++++  10.5  The NexMed, Inc. Recognition and Retention Stock Incentive
                    Plan

       +++++  10.6  The NexMed, Inc. Non-Qualified Stock Option Plan

           @  10.7  License Agreement between the Company and Lotus Medical
                    Supply, Inc.

          @@  10.8  Agreement between the Company and Innapharma, Inc. regarding
                    alprostadil clinical studies

         @@@  10.9  Agreement between the Company and Innapharma, Inc. regarding
                    clinical studies on the Viratrol(TM) device, including two
                    amendments

              11.1  Statement re: Computation of Per Share Earnings

          ##  15.1  Letter on Change in Certifying Accountant

- --------------------------------
++      Incorporated by reference to Exhibit 6.3 filed with the Registrant's
        Form 10-SB/A filed with the Commission on June 5, 1997.

+++     Incorporated by reference to Exhibit 6.4 filed with the Registrant's
        Form 10-SB/A filed with the Commission on June 5, 1997.

++++    Incorporated by reference to Exhibit 6.5 filed with the Registrant's
        Form 10-SB/A filed with the Commission on June 5, 1997.

+++++   Incorporated by reference to Exhibit 6.6 filed with the Registrant's
        Form 10-SB/A filed with the Commission on June 5, 1997.

@       Incorporated by reference to Exhibit 6.7 filed with the Registrant's
        Form 10-SB/A filed with the Commission on July 2, 1997.

@@      Incorporated by reference to Exhibit 6.8 filed with the Registrant's
        Form 10-SB/A filed with the Commission on July 2, 1997.

@@@     Incorporated by reference to Exhibit 6.9 filed with the Registrant's
        Form 10-SB/A filed with the Commission on July 2, 1997.

##      Incorporated by reference to Exhibit 12.2 filed with the Registrant's
        Form 10-SB/A filed with the Commission on May 13, 1997.


                                       8
<PAGE>
 
###     21.1  Subsidiaries of the Company

          27  Financial Data Schedule




- --------------------------------------------------------------------------------

###     Incorporated by reference to Exhibit 12.3 filed with the Registrant's
        Form 10-SB/A filed with the Commission on May 13, 1997.

                                       9
<PAGE>
 
                                  SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                         NEXMED, INC.


Date:  November 14, 1997                 /s/ Y. Joseph Mo
       -----------------                 ------------------------------------
                                         Y. Joseph Mo
                                         Chairman of the Board of Directors,
                                         President and Chief Executive Officer
 

Date:  November 14, 1997                 /s/ Vivian H. Liu
       -----------------                 ------------------------------------
                                         Vivian H. Liu,
                                         Vice President and Secretary

<PAGE>

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

                                  NexMed, Inc.
                        Computation of Per Share Earnings



   FOR THE PERIODS ENDED SEPTEMBER 30, 1996
   ----------------------------------------

<TABLE> 
<CAPTION> 

                                                                                                               Weighted average
                                                                             Days Outstanding                 shares outstanding
                                                                             ----------------                 ------------------
                                                          Shares          Quarter    Year-to-date        Quarter        Year-to-date
                                                          ------          -------    ------------        -------        ------------
<S>                                                      <C>              <C>        <C>                <C>             <C> 
Opening balance - January 1, 1996                        2,486,348           92          274            2,486,348         2,486,348

Shares issued with notes payable                            12,500           92          250               12,500            11,405

Shares issued for services                               1,600,000           92          228            1,600,000         1,331,387

Shares issued for cash                                     575,000           92          228              575,000           478,467
                                                                                                     -------------     -------------

Weighted average shares outstanding                                                                     4,673,848         4,307,607

Net loss for the period                                                                                $ (512,850)     $ (2,114,858)
                                                                                                     -------------     -------------

Net loss per common share                                                                              $    (0.11)     $      (0.49)
                                                                                                     =============     =============

<CAPTION> 

   FOR THE PERIODS ENDED SEPTEMBER 30, 1997
   ----------------------------------------
<S>                                                      <C>              <C>        <C>                <C>             <C>
Opening balance - January 1, 1997                        5,071,348           92          273            5,071,348         5,052,839

Shares issued with notes payable                             7,500           92          273                7,500             7,473

Shares issued for cash                                   1,062,500           92          243            1,062,500           942,290

Shares issued upon conversion of notes payable              13,750           92          147               13,750             7,377

Shares issued upon exercise of stock options                 5,000           92          231                5,000             4,215

Shares issued upon exercise of stock options                20,000           91           91               19,783             6,642
                                                                                                     -------------     -------------

Weighted average shares outstanding                                                                     6,179,881         6,020,837

Net loss for the period                                                                                $ (780,208)     $ (2,449,404)
                                                                                                     -------------     -------------

Net loss per common share                                                                              $    (0.13)     $      (0.41)
                                                                                                     =============     =============

</TABLE> 

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         165,257
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               208,706
<PP&E>                                         150,113
<DEPRECIATION>                                (25,863)
<TOTAL-ASSETS>                                 358,819
<CURRENT-LIABILITIES>                          124,381
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         6,180
<OTHER-SE>                                     228,258
<TOTAL-LIABILITY-AND-EQUITY>                   358,819
<SALES>                                              0
<TOTAL-REVENUES>                                50,000
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,515,459
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (16,055)
<INCOME-PRETAX>                            (2,449,404)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,449,404)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,449,404)
<EPS-PRIMARY>                                   (0.41)
<EPS-DILUTED>                                   (0.41)
        

</TABLE>


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