<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[_] 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 0-23223
CURAGEN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1331400
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
555 LONG WHARF DRIVE, 11TH FLOOR, NEW HAVEN, CONNECTICUT 06511
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 401-3330
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.
YES [_] NO [X]
The number of shares outstanding of the Registrant's Common Stock as of April
30, 1998 was 13,120,207.
<PAGE>
CURAGEN CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I. Financial Information PAGE
----
<S> <C>
Item 1. Financial Statements
Condensed Balance Sheets,
March 31, 1998 (unaudited) and December 31, 1997 3
Condensed Statements of Operations,
for the Three Months Ended March 31, 1998 and 1997 (unaudited) 4
Condensed Statements of Cash Flows,
for the Three Months Ended March 31, 1998 and 1997 (unaudited) 5
Notes to Condensed Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 10
PART II. Other Information
Item 2. Changes in Securities and Use of Proceeds 11
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index 14
</TABLE>
<PAGE>
CURAGEN CORPORATION
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------------ ------------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $53,815,461 $17,417,161
Grants receivable 906,911 421,564
Accounts receivable - 166,750
Prepaid expenses 552,182 157,480
Stock issuance costs - 1,083,251
Other current assets 4,133 13,883
------------------ ------------------
Total current assets 55,278,687 19,260,089
------------------ ------------------
Property and equipment, net 8,614,596 6,920,196
Other assets 406,298 338,744
----------------- -----------------
Total assets $64,299,581 $26,519,029
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $2,977,332 $1,106,134
Accrued payroll - related party 308,125 308,125
Accrued expenses 670,500 1,345,262
Deferred revenue 1,000,000 375,000
Current portion of obligations under capital leases 1,364,382 1,386,896
------------------ ------------------
Total current liabilities 6,320,339 4,521,417
------------------ ------------------
Long-term liabilities:
Deferred rent 282,074 227,972
Interest payable 21,000 21,000
Obligations under capital leases, net of current portion 3,818,894 4,126,153
------------------ ------------------
Total long-term liabilities 4,121,968 4,375,125
------------------ ------------------
Commitments and contingencies
Redeemable Common Stock - 3,940,312
------------------ ------------------
Stockholders' equity:
Preferred Stock - 1,459,196
Common Stock 128,452 85,801
Additional paid-in capital 68,500,420 23,861,665
Accumulated deficit (13,678,535) (10,511,023)
Unamortized stock based compensation (1,093,063) (1,213,464)
------------------ ------------------
Total stockholders' equity 53,857,274 13,682,175
------------------ ------------------
Total liabilities and stockholders' equity $64,299,581 $26,519,029
================= =================
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
CURAGEN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------
1998 1997
------------- ------------
<S> <C> <C>
Revenue:
Grant revenue $989,572 $732,288
Collaboration revenue 1,000,000 500,250
------------- ------------
Total revenue 1,989,572 1,232,538
------------- ------------
Operating expenses:
Grant research 672,153 1,055,875
Collaborative research and development 3,142,553 325,355
General and administrative 1,378,990 296,535
------------- ------------
Total operating expenses 5,193,696 1,677,765
------------- ------------
Loss from operations (3,204,124) (445,227)
Interest income (expense), net 36,611 (91,257)
------------------------------
Net loss (3,167,513) (536,484)
Preferred dividends (508,435) (17,106)
------------- ------------
Net loss attributable to common stockholders ($3,675,948) ($553,590)
============= ============
Basic and diluted net loss per share attributable to
common stockholders ($0.40) ($0.10)
============= ==============
Weighted average number of shares used in computing
basic and diluted net loss per share attributable to
common stockholders 9,187,491 5,522,022
============= ==============
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
CURAGEN CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($3,167,513) ($536,484)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 578,988 206,007
Non-monetary compensation 170,401 4,841
Changes in assets and liabilities:
Grants receivable (485,347) (88,430)
Accounts receivable 166,750 200,000
Stock subscriptions receivable - (17,200)
Prepaid expenses (394,702) (24,033)
Other current assets 9,750 (39,075)
Other assets (71,566) (86,140)
Accounts payable 1,871,198 300,713
Accrued expenses (674,762) (529,424)
Deferred revenue 625,000 180,000
Deferred rent 54,102 -
Interest payable - 60,382
------------- -------------
Net cash used in operating activities (1,317,701) (368,843)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (2,217,852) (811,531)
Loans to related parties (50,000) (50,000)
------------- -------------
Net cash used in investing activities (2,267,852) (861,531)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations (385,351) (133,455)
Proceeds from issuance of Common Stock 45,499,980 -
Proceeds from issuance of Preferred Stock - 11,950,160
Proceeds from exercise of employee stock options 34,380 -
Redemption of Series B Preferred Stock (1,967,631) -
Payments of stock issuance costs (3,197,525) -
------------- -------------
Net cash provided by financing activities 39,983,853 11,816,705
------------- -------------
Net increase in cash and cash equivalents 36,398,300 10,586,331
Cash and cash equivalents, beginning of year 17,417,161 3,298,642
------------- -------------
Cash and cash equivalents, end of period $53,815,461 13,884,973
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $219,004 $61,513
============= =============
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING TRANSACTIONS:
Reduction of accrued expenses upon issuance of Common Stock - $162,958
============= =============
Obligations under capital leases $51,533 $396,766
============= =============
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
CURAGEN CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the
Company's management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of only normal recurring
accruals, necessary to present fairly the financial position, results of
operations and cash flows of the Company. Interim results are not
necessarily indicative of the results that may be expected for the entire
year.
The accompanying condensed financial statements should be read in
conjunction with the audited financial statements for the year ended
December 31, 1997 contained in the Company's Registration Statement on Form
S-1 (File No. 333-38051) filed with the Securities and Exchange Commission
and declared effective on March 17, 1998.
2. INITIAL PUBLIC OFFERING AND CONCURRENT PRIVATE PLACEMENTS
On March 23, 1998, the Company completed its initial public offering of
3,000,000 shares of Common Stock at $11.50 per share. In addition, Biogen,
Inc. and Genentech, Inc., two of the Company's collaborative partners and
existing stockholders, and the University of Florida Research Foundation,
Inc., purchased an aggregate of $11,000,000 of the Company's Common Stock
in private placements concurrent with the initial public offering, at a
price of $11.50 per share. As of March 31, 1998, the combined net proceeds
raised by the Company from the offering and the concurrent private
placements were $41,200,000.
3. SUBSEQUENT EVENTS
The Company announced the expansion of its ongoing gene discovery
collaboration with Pioneer Hi-Bred International, Inc. ("Pioneer") in a
press release dated April 15, 1998. The expansion is expected to double
Pioneer's annual funding to the Company from $2.5 million per year to a
minimum of $5 million. Under the expansion, Pioneer and the Company will
continue to apply the Company's integrated GeneCalling(TM) process,
including proprietary technologies and information systems, to discover
genes responsible for agricultural seed product performance.
On April 21, 1998, the Company sold an additional 275,000 shares of Common
Stock to the underwriters, at $11.50 per share, in connection with the
underwriters' exercise of their over-allotment option. Additional net
proceeds of $2,900,000 were raised through the exercise of the over-
allotment option.
4. RECENTLY ENACTED PRONOUNCEMENTS
The AICPA has issued Statement of Position ("SOP") 98-1, "Accounting for
Costs of Computer Software Developed or Planned for Internal Use". This SOP
provides guidance on accounting for the costs of computer software
developed or obtained for internal use. This SOP requires that the
following costs be capitalized: 1) external direct costs of materials and
services incurred in developing or obtaining internal-use computer
software; 2) payroll and payroll-related costs for employees who are
directly associated with and devote time to the internal-use software
project (to the extent of time spent directly on the project); and 3)
interest costs. Computer software costs that are research and development
should be expensed as incurred. In addition, training costs should be
expensed as incurred. This statement is effective for financial statements
for fiscal years beginning after December 15, 1998, however, earlier
application is encouraged. The Company will adopt this pronouncement in
1999 and has not yet determined the effect of SOP 98-1 on its financial
statements.
<PAGE>
CURAGEN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations as of March 31, 1998 and for the three month periods ended March 31,
1998 and 1997 should be read in conjunction with the sections of the Company's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission and declared effective on March 17, 1998, as amended, entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".
OVERVIEW
CuraGen Corporation (the "Company" or "CuraGen") is a biotechnology company
focusing on the application of genomics to the systematic discovery of genes,
biological pathways and drug candidates in order to accelerate the discovery and
development of the next generation of therapeutic, agricultural and diagnostic
products. The Company was incorporated in November 1991 and, until March 1993,
was engaged primarily in organizational activities, research and development of
the Company's technology, grant preparation and obtaining financing. The
Company has incurred losses since inception, principally as a result of research
and development and general and administrative expenses in support of its
operations. As of March 31, 1998, the Company had an accumulated deficit of
$13,678,535. The Company anticipates incurring additional losses over at least
the next several years as it expands its internal and collaborative gene
discovery efforts, continues development of its technology and expands its
operations. The Company expects that losses will fluctuate from quarter to
quarter and that such fluctuations may be substantial.
In March 1998, the Company completed its initial public offering of 3,000,000
shares of its Common Stock and received net proceeds of $30.2 million.
Concurrently with completion of the initial public offering, the Company
privately placed an aggregate of 956,520 shares of Common Stock and received net
proceeds of $5.0 million each from Biogen, Inc. ("Biogen") and Genentech, Inc.
("Genentech"), two of the Company's collaborative partners and existing
stockholders, and $1.0 million from the University of Florida Research
Foundation, Inc. Accordingly, the combined net proceeds raised by the Company
from the offering and the concurrent private placements were $41.2 million. In
addition, in April 1998, the Company's underwriters exercised their option to
purchase an additional 275,000 shares of Common Stock at a price of $11.50 per
share to cover over-allotments, providing CuraGen with additional net proceeds
of $2.9 million.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 and 1997
Revenue. Revenue for the three months ended March 31, 1998 of $1,989,572
represented an increase of $757,034 or 61% compared to $1,232,538 for the first
three months of 1997. The increase was largely due to additional collaboration
revenue of $500,000 recorded in 1998, primarily under the Company's arrangements
with Pioneer Hi-Bred International, Inc. ("Pioneer") and Biogen. The remainder
of the revenue increase was due to growth in grant revenue by approximately
$257,000, as a result of the timing of certain reimbursable expenses. Commencing
during the second quarter of 1998, it is anticipated the Company will receive
quarterly payments of approximately $1,250,000 from Pioneer as a result of the
expansion of their ongoing gene discovery collaboration, provided all expected
milestones are achieved.
Operating Expenses. Grant research expenses for the three months ended March
31, 1998 of $672,153 represented a decrease of $383,722, or 36%, compared to
$1,055,875 for the first three months of 1997. The decrease in grant research
expenses was primarily attributable to the completion of two federal grants
during the first and second months of the first quarter of 1998, thereby
decreasing the cost incurred by the Company in support of these grants.
<PAGE>
As a result of the completion of the two federal grants, the Company foresees a
continued decline in grant research expenses during the remainder of 1998,
unless additional grant awards are received.
Collaborative research and development expenses for the three months ended March
31, 1998 of $3,142,553 represented an increase of $2,817,198 or 866%, compared
to $325,355 for the first three months of 1997. The increase in collaborative
research and development expenses was primarily attributable to increased
expenses as the Company hired additional research and development personnel,
increased purchases of laboratory supplies, increased equipment depreciation and
increased facilities expenses in connection with the expansion of the Company's
internal and collaborative research efforts. Future collaborative research and
development expenses are expected to increase as additional personnel are hired
and research and development facilities are expanded to accommodate the
Company's strategic collaborations and internal research.
General and administrative expenses for the three months ended March 31, 1998
were $1,378,990, an increase of $1,082,455 or 365%, compared to $296,535 for the
first three months of 1997. The increase was primarily attributable to the
expansion of administration facilities, the incurrence of related depreciation
expense and the hiring of additional personnel as the Company increased its
executive and administrative staffing in anticipation of becoming a public
company and supporting its future growth. Over the next several years, the
Company anticipates that increases in general and administrative expenses will
become more proportionate to percentage increases in revenue and collaborative
research and development expenses.
Interest Income (Expense), Net. Net interest income for the three months ended
March 31, 1998 of $36,611 increased $127,868, or 140%, compared to net interest
expense of $91,257 for the first three months of 1997. This increase was due to
gross interest received on larger cash and cash equivalent balances held by the
Company as a result of the Company's receipt of proceeds from its initial public
offering and other private placements of securities. Gross interest expense for
the three months ended March 31, 1998 of $223,786 represented an increase of
$98,888, or 79%, compared to $124,898 for the first three months of 1997. This
increase in interest expense was primarily attributable to additional capital
lease obligations for equipment entered into during the last twelve months,
which enabled the Company to support its research and development activities.
Net Loss Attributable to Common Stockholders. For the three months ended March
31, 1998, the Company reported a net loss attributable to common stockholders of
$3,675,948 or ($0.40) per share as compared to $553,590 or ($0.10) per share in
the first three months of 1997. Since inception, the Company has incurred
operating losses, and as of March 31, 1998 had an accumulated deficit of
$13,678,535, and therefore, has not paid any federal income taxes. Realization
of deferred tax assets is dependent on future earnings, if any, the timing and
amount of which are uncertain. Accordingly, valuation allowances in amounts
equal to the deferred income tax assets have been established to reflect these
uncertainties in all periods presented.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company had $53.8 million in cash and cash
equivalents, compared to $17.4 million as of December 31, 1997. This increase
primarily reflects the Company's initial public offering with net proceeds of
$41.2 million which included its concurrent private placements with Biogen,
Genentech and the University of Florida Research Foundation, Inc. The Company
has financed its operations since inception primarily through private placements
of equity securities, government grants, collaborative research and development
agreements and capital leases. As of March 31, 1998, the Company had recognized
$14,169,676 of cumulative sponsored research revenues from government grants and
collaborative research agreements. To date, inflation has not had a material
effect on the Company's business.
The Company reported Redeemable Common Stock of $3,940,312 on its financial
statements at December 31, 1997, which represented 291,875 shares of Common
Stock that were issued to Connecticut Innovations, Inc. ("CII") pursuant to a
non-detachable stock subscription warrant and were putable to the Company under
certain conditions.
<PAGE>
Pursuant to an agreement between CII and the Company, the put right relating to
such shares terminated upon the closing of the Company's initial public
offering. Accordingly, the Redeemable Common Stock converted into Common Stock
on March 23, 1998.
In March 1997, the Company also issued 175,000 shares of Series B Preferred
Stock. Upon completing a qualified equity financing, as defined in the Series B
Preferred Stock Agreement, the Company was entitled to redeem all of the shares
of the Series B Preferred Stock. The completion of the Company's initial public
offering satisfied such requirement, and accordingly, on March 23, 1998, the
Company redeemed all of such Series B Preferred Stock for an aggregate
redemption price of $1,750,000, plus accrued dividends and dividends in arrears.
The Company's investing activities, other than purchases and sales of cash
equivalent securities, have consisted entirely of acquisitions of equipment and
expenditures for leasehold improvements. At March 31, 1998, the Company's gross
investment in equipment, computers and leasehold improvements since inception
was $10,767,551. At March 31, 1998 equipment with a gross book value of
$6,644,587 secures the Company's equipment financing facility. The Company had
no material commitments for capital expenditures at March 31, 1998.
Net cash used in operating activities was $1,317,701 for the three months ended
March 31, 1998, compared to $368,843 for the three months ended March 31, 1997.
The increase of $948,858 resulted from an increase in the Company's net loss,
offset by increases in accounts payable, deferred revenue, depreciation and
amortization, non-monetary compensation and deferred rent.
As of March 31, 1998, the Company had net operating loss carryforwards of
approximately $11,990,000 to offset federal and state income taxes. If not
utilized, the federal and state net operating loss carryforwards will begin to
expire in 2008 and 1998, respectively. The Company also had research and
development tax credit carryforwards at March 31, 1998, estimated to be
approximately $703,000 and $1,746,000 for federal and state income tax purposes,
respectively.
YEAR 2000 ISSUE
The Company does not anticipate incurring any material costs related to Year
2000 issues, as its computer applications use four digits to identify a year in
the field date. Additionally, the Company does not believe that it will incur
material costs in order to resolve the Year 2000 problems of entities with which
it electronically interacts.
RECENTLY ENACTED PRONOUNCEMENTS
The AICPA has issued Statement of Position ("SOP") 98-1, "Accounting for Costs
of Computer Software Developed or Planned for Internal Use". This SOP provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. This SOP requires that the following costs be capitalized: 1)
external direct costs of materials and services incurred in developing or
obtaining internal-use computer software; 2) payroll and payroll-related costs
for employees who are directly associated with and devote time to the internal-
use software project (to the extent of time spent directly on the project); and
3) interest costs. Computer software costs that are research and development
should be expensed as incurred. In addition, training costs should be expensed
as incurred. This statement is effective for financial statements for fiscal
years beginning after December 15, 1998, however, earlier application is
encouraged. The Company will adopt this pronouncement in 1999 and has not yet
determined the effect of SOP 98-1 on its financial statements.
<PAGE>
CERTAIN FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS
This report may contain forward-looking statements that are subject to certain
risks and uncertainties. These statements include statements regarding the
expected funding under the Pioneer collaboration and future levels of general
and administrative expenses. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements. The Company cautions investors that there can be no
assurance that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a result
of various factors, including, but not limited to, the following: the Company's
early stage of development, technological uncertainty and product development
risks, uncertainty of additional funding, reliance on research collaborations,
competition, the Company's ability to protect its patents and proprietary rights
and uncertainties relating to commercialization rights. For further
information, refer to the more specific risk and uncertainties discussed
throughout this report.
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 23, 1998, the Company raised gross proceeds of $11.0 million by
completing three separate private placements of an aggregate of 956,520 shares
of its Common Stock at a price of $11.50 per share. Biogen, Genentech and the
University of Florida Research Foundation, Inc. purchased 434,782, 434,782 and
86,956 shares of Common Stock, respectively, through these private placements.
In January 1998, seven individuals exercised options to purchase an aggregate of
16,700 shares of the Company's Common Stock for an aggregate purchase price of
$34,380.
No underwriters were involved in the foregoing offers and sales of securities.
Such offers and sales were made in reliance upon an exemption from the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"), set forth in Section 4(2) thereof relative to sales by an
issuer not involving any public offering or the rules and regulations
thereunder, or in the case of options to purchase Common Stock, Rule 701 under
the Securities Act. All of the foregoing securities are deemed restricted
securities for purposes of the Securities Act.
In connection with the Company's initial public offering, the Company registered
a maximum aggregate offering price of $40.0 million and on March 17, 1998, the
Securities and Exchange Commission declared the Company's Registration Statement
on Form S-1 (File No. 333-38051) effective. Morgan Stanley & Co. Incorporated,
Lehman Brothers Inc. and Bear, Stearns & Co. Inc. served as managing
underwriters of the offering. On March 23, 1998 the Company sold 3,000,000
shares of its Common Stock at $11.50 per share to the underwriters. On April
21, 1998, the Company sold an additional 275,000 shares of its Common Stock to
the underwriters at $11.50 per share in connection with the underwriters'
exercise of their over-allotment option. The maximum number of shares
exercisable under the over-allotment option, which expired on April 17, 1998,
was 450,000 shares of Common Stock. The total aggregate amount of the offering
was $37,662,500.
The following table sets forth all expenses, including underwriting discounts
and commissions, payable by the Company in connection with the sale of 3,275,000
shares of Common Stock registered in the offering, as well as the net offering
proceeds after deducting all such expenses:
<TABLE>
<S> <C>
Gross Proceeds $37,662,500
Underwriting Discounts and Commission 2,636,375
Finder's Fee 0
Expenses Paid to or for Underwriters 0
Other Expenses 1,865,775
Total Expenses 4,502,150
-----------
Net offering proceeds to Company after expenses $33,160,350
===========
</TABLE>
The following table sets forth the Company's cumulative use of proceeds as of
March 31, 1998:
<TABLE>
<S> <C>
Construction of plant, building and facilities $ 0
Purchase and installation of machinery and
equipment 0
Purchase of Real Estate 0
Acquisition of other businesses 0
Repayment of Indebtedness 1,967,631
Working Capital 0
Temporary Investments:
Cash and cash equivalents 28,251,594
All other purposes 0
</TABLE>
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 8, 1998, the Company held its annual meeting of stockholders. At the
meeting, the Company's stockholders elected Jonathan M. Rothberg, Ph.D., Gregory
T. Went, Ph.D., Richard H. Booth, Vincent T. DeVita, Jr., M.D., Robert E.
Patricelli and James L. Vincent to serve as Directors of the Company. In
addition, the Company's stockholders ratified the Board of Director's
appointment of Deloitte & Touche LLP to serve as the Company's independent
public accountants for the fiscal year ending December 31, 1998. 7,602,894
shares voted in favor of electing each director nominee and 7,602,894 shares
voted in favor of ratification of the Board of Director's appointment of
Deloitte & Touche LLP as the Company's independent public accountants. There
were no votes against either proposal and there were no abstentions.
On February 20, 1998, certain stockholders of the Company acted by written
consent in lieu of a special meeting to amend the Company's Certificate of
Incorporation. The amendment to the Certificate of Incorporation provided that
each share of the Company's Series A, C, D and E Preferred Stock would
automatically convert into one share of the Company's Common Stock if the
Company's initial public offering was declared effective by the Securities and
Exchange Commission before August 1, 1998. Prior to the amendment, the
Certificate of Incorporation provided that each share of the Company's Series A,
C, D and E Preferred Stock would automatically convert into one share of the
Company's Common Stock if the Company's initial public offering was declared
effective by the Securities and Exchange Commission before March 1, 1998.
6,705,562 shares voted in favor of the amendment. There were no votes against
the amendment and there were no abstentions.
On March 12, 1998, certain stockholders of the Company acted by written consent
in lieu of a special meeting to adopt the Company's 1997 Employee, Director and
Consultant Stock Plan and to amend and restate the Company's Certificate of
Incorporation, which amendment was effective upon the consummation of the
initial public offering. 6,705,562 shares voted in favor of the amendment.
There were no votes against the amendment and there were no abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit 11 - Computation of Net Loss Per Share Attributable to
Common Stockholders
Exhibit 27 - Financial Data Schedule
B. REPORTS ON FORM 8-K
No reports on Form 8K were filed during the three months ended March
31, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 13, 1998 CuraGen Corporation
By: /s/ Jonathan M. Rothberg, Ph.D.
----------------------------------
Jonathan M. Rothberg, Ph.D.
Chief Executive Officer, President and
Chairman of the Board
By: /s/ David M. Wurzer
--------------------
David M. Wurzer
Executive Vice-President, Treasurer
and Chief Financial Officer
<PAGE>
CURAGEN CORPORATION
EXHIBIT INDEX
No. 11 Computation of Net Loss Per Share Attributable to Common Stockholders
No. 27 Financial Data Schedule
<PAGE>
EXHIBIT 11
CURAGEN CORPORATION
COMPUTATION OF NET LOSS PER SHARE
ATTRIBUTABLE TO COMMON STOCKHOLDERS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
Net loss ($3,167,513) ($536,484)
Preferred dividends (508,435) (17,106)
---------------- ----------------
Net loss attributable to common stockholders ($3,675,948) ($553,590)
================ ===============
Basic and diluted net loss per share attributable to
common stockholders ($0.40) ($0.10)
=============== ===============
Weighted average number of shares used in computing
basic and diluted net loss per share attributable to
common stockholders 9,187,491 5,522,022
=============== ===============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 53,815,461
<SECURITIES> 0
<RECEIVABLES> 906,911
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 55,278,687
<PP&E> 10,767,551
<DEPRECIATION> 2,152,955
<TOTAL-ASSETS> 64,299,581
<CURRENT-LIABILITIES> 6,320,339
<BONDS> 0
0
0
<COMMON> 128,452
<OTHER-SE> 53,728,822
<TOTAL-LIABILITY-AND-EQUITY> 64,299,581
<SALES> 0
<TOTAL-REVENUES> 1,989,572
<CGS> 0
<TOTAL-COSTS> 3,814,706
<OTHER-EXPENSES> 1,378,990
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,167,513)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,167,513)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,675,948)
<EPS-PRIMARY> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
