<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 9, 1999
CORIXA CORPORATION
(Exact name of registrant as specified in its charter)
0-22891
(Commission File Number)
DELAWARE 91-1654387
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104-2040
(Address of principal executive offices, with zip code)
(206) 754-5711
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
On September 15, 1998, GenQuest, Inc. merged with and into Chinook
Corporation, a wholly-owned subsidiary of Corixa Corporation. The separate
corporate existence of GenQuest, Inc. ceased upon consummation of the merger.
Audited financial statements of GenQuest, Inc. as of December 31, 1997 and 1996,
and for the years then ended and for the period from July 14, 1995 (date of
inception) through December 31, 1997 are attached to and filed with this report.
<PAGE> 3
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 hereunto duly authorized.
CORIXA CORPORATION
Date: August 9, 1999 By: /s/ Michelle Burris
------------------------------------------
MICHELLE BURRIS
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
<PAGE> 4
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors
GenQuest, Inc.
We have audited the accompanying balance sheets of GenQuest, Inc. (a
development stage company) as of December 31, 1997 and 1996, and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1997 and 1996 and the period from July 14, 1995 (date of
inception) through December 31, 1997. These financial statements are the
responsibility of GenQuest's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of GenQuest, Inc. (a
development stage company) at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years ended December 31, 1997 and 1996 and
the period from July 14, 1995 (date of inception) through December 31, 1997 in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Seattle, Washington
January 28, 1998,
except for Note 9, as to which the date is
February 28, 1998
F-37
<PAGE> 5
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 3,600 $ 8,998
Accounts receivable (includes a $25,000 receivable from
affiliated company).................................... 58 --
Prepaid expenses.......................................... 179 --
------- -------
Total current assets................................... 3,837 8,998
Property and equipment, net................................. 573 9
Warrants.................................................... -- 1,140
Other assets................................................ 6 --
------- -------
Total assets........................................... $ 4,416 $10,147
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 495 $ 828
Deferred revenue.......................................... 100 50
Current portion of obligations and commitments............ 438 488
------- -------
Total current liabilities................................... 1,033 1,366
Long-term obligations less current portion.................. 752 652
Stockholders' equity:
Convertible preferred stock, $0.001 par value:
Authorized shares -- 25,355,903 designated as Series A and
18,543,290 designated as Series B;
Issued and outstanding Series A shares: 6,812,613......... 7 7
Issued and outstanding Series B shares: 18,309,271........ 18 18
Common stock, $0.001 par value:
Authorized shares -- 39,260,903
Issued and outstanding shares: 1,830,000.................. 2 2
Additional paid-in capital................................ 11,264 12,416
Deficit accumulated during development stage.............. (8,660) (4,314)
------- -------
Total stockholders' equity............................. 2,631 8,129
------- -------
Total liabilities and stockholders' equity............. $ 4,416 $10,147
======= =======
</TABLE>
See accompanying notes.
F-38
<PAGE> 6
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
PERIOD FROM
JUNE 14, 1995 PERIOD FROM
PERIOD FROM NINE MONTHS (DATE OF YEAR ENDED JUNE 14, 1995
JANUARY 1, 1998 ENDED INCEPTION) TO DECEMBER 31, (DATE OF INCEPTION)
TO SEPTEMBER 15, SEPTEMBER 30, SEPTEMBER 30, ----------------- TO DECEMBER 31,
1998 1997 1998 1997 1996 1997
---------------- ------------- ------------- ------- ------- -------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Collaborative
agreements.............. $ 150 $ -- $ 175 $ 25 $ $ 25
Government grants......... 58 -- 91 33 33
------- ------- -------- ------- ------- -------
Total revenues.......... 208 -- 266 58 -- 58
Operating expenses:
Research and
development............. (2,196) (2,548) (7,124) (3,654) (1,146) (4,928)
In-process research and
development............. -- -- (2,219) -- (2,219) (2,219)
General and
administrative.......... (237) (468) (2,009) (962) (526) (1,772)
------- ------- -------- ------- ------- -------
Total operating
expenses............. (2,433) (3,016) (11,352) (4,616) (3,891) (8,919)
------- ------- -------- ------- ------- -------
Loss from operations........ (2,225) (3,016) (11,086) (4,558) (3,891) (8,861)
Interest income............. 60 183 306 236 9 246
Interest expense............ (47) (5) (92) (24) (13) (45)
------- ------- -------- ------- ------- -------
Net loss.................... $(2,212) $(2,838) $(10,872) $(4,346) $(3,895) $(8,660)
------- ------- -------- ------- ------- -------
Basic and diluted net loss
per share................. $ (1.20) $ (1.55) $ 0.14 $ (2.94)
------- ------- ------- -------
Shares used in computation
of basic and diluted net
loss per share............ 1,842 1,830 1,830 1,324
======= ======= ======= =======
</TABLE>
See accompanying notes.
F-39
<PAGE> 7
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
DEFICIT
CONVERTIBLE ACCUMULATED
PREFERRED STOCK COMMON STOCK ADDITIONAL DURING
--------------- --------------- PAID-IN DEVELOPMENT
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------ ------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net loss for the period from
inception through December
31, 1995..................... -- $-- -- $-- $ $ (419) $ (419)
------ --- ----- --- ------- -------- -------
Balance at December 31, 1995... -- -- -- -- -- (419) (419)
Issuance of common stock for
cash...................... -- -- 1,570 2 6 -- 8
Issuance of Series A
convertible preferred
stock for acquired
technology, valued at
$0.50 per share........... 4,413 5 -- -- 2,202 -- 2,207
Issuance of common stock,
valued at $0.33 per share,
for technology and
services.................. -- -- 260 -- 13 -- 13
Issuance of Series A
convertible preferred
stock at $0.50 per share
for cash ($525) and note
payable ($675)............ 2,400 2 -- -- 1,198 -- 1,200
Issuance of Series B
convertible preferred
stock at $0.50 per share
for cash and note payable
($155), net of issuance
costs of $139............. 18,309 18 -- -- 8,997 -- 9,015
Net loss..................... -- -- -- -- -- (3,895) (3,895)
------ --- ----- --- ------- -------- -------
Balance at December 31, 1996... 25,122 25 1,830 2 12,416 (4,314) 8,129
Additional issuance costs of
Series B.................. -- -- -- -- (12) -- (12)
Corixa warrants distributed
to investors.............. -- -- -- -- (1,140) -- (1,140)
Net loss..................... -- -- -- -- -- (4,346) (4,346)
------ --- ----- --- ------- -------- -------
Balance at December 31, 1997... 25,122 25 1,830 2 11,264 (8,660) 2,631
Issuance of common stock for
cash (unaudited).......... -- -- 30 -- 1 -- 1
Net loss (unaudited)......... -- -- -- -- -- (2,212) (2,212)
------ --- ----- --- ------- -------- -------
Balance at September 15, 1998
(unaudited).................. 25,122 $25 1,860 $ 2 $11,265 $(10,872) $ 420
====== === ===== === ======= ======== =======
</TABLE>
See accompanying notes.
F-40
<PAGE> 8
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
PERIOD FROM NINE MONTHS JUNE 14, 1995 YEAR ENDED JUNE 14, 1995
JANUARY 1, 1998 ENDED (DATE OF INCEPTION) DECEMBER 31, (DATE OF INCEPTION)
TO SEPTEMBER 15, SEPTEMBER 30, TO SEPTEMBER 30, ----------------- TO DECEMBER 31,
1998 1997 1998 1997 1996 1997
---------------- ------------- ------------------- ------- ------- -------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Operating activities
Net loss....................... $(2,212) $(2,838) $(10,872) $(4,346) $(3,895) $(8,660)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation................... 90 12 144 51 2 54
Equity instruments issued in
exchange for technology and
services..................... -- 2,219 -- 2,219 2,219
Net decrease in warrant
obligations Changes in
certain assets and
liabilities:
Accounts payable and accrued
expenses..................... (329) (476) 321 (183) 756 650
Prepaid expenses............... 58 (199) (121) (179) (179)
Deferred revenue............... -- 50 100 50 50 100
Other assets................... 35 (8) 28 (7) 7 (7)
Accounts receivable............ 25 -- (33) (58) 8 (58)
------- ------- -------- ------- ------- -------
Net cash used in operating
activities................... (2,333) (3,459) (8,214) (4,672) (853) (5,881)
Investing activities Purchases
of property and
equipment -- net............. (13) (11) (58) (33) 1 (45)
Financing activities Net
proceeds from issuance of
convertible preferred
stock........................ -- -- 9,386 -- 9,386 9,386
Payment on warrant
obligation................... (652) (348) (1,140) (488) -- (488)
Payment on notes payable....... -- (162) (150) (150) -- (150)
Proceeds from issuance of notes
payable...................... -- -- 825 -- 150 825
Principal payments on capital
leases....................... (91) (7) (134) (43) (43)
Other.......................... -- -- (12) (12) -- (12)
Proceeds from issuance of
common stock................. 2 -- 10 -- 8 8
------- ------- -------- ------- ------- -------
Net cash provided by financing
activities................... (741) (517) 8,785 (693) 9,544 9,526
Net increase (decrease) in cash
and cash equivalents......... (3,087) (3,987) 513 (5,398) 8,692 3,600
Cash and cash equivalents at
beginning of period.......... 3,600 8,998 -- 8,998 306 --
------- ------- -------- ------- ------- -------
Cash and cash equivalents at
end of period................ $ 513 $ 5,011 $ 513 $ 3,600 $ 8,998 $ 3,600
------- ------- -------- ------- ------- -------
Supplemental disclosures
Interest paid................ $ 37 $ 5 $ 82 $ 24 $ 12 $ 45
Supplemental schedule of
noncash operating, investing,
and financing activities
Assets acquired pursuant to
capital leases............... $ -- $ 377 $ 582 $ 582 $ -- $ 582
Notes payable converted to
preferred stock.............. -- -- 830 -- 830 830
Warrants distributed to
investors.................... -- -- (1,140) (1,140) -- (1,140)
Warrants acquired in exchange
for warrant obligation....... -- -- 1,140 -- 1,140 1,140
Equity instruments issued in
exchange for technology and
services..................... -- -- 2,219 -- 2,219 2,219
</TABLE>
See accompanying notes.
F-41
<PAGE> 9
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
INFORMATION AS OF SEPTEMBER 15, 1998 AND FOR THE PERIOD FROM
JANUARY 1, 1998 TO SEPTEMBER 15, 1998
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 IS UNAUDITED
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF ACTIVITIES
GenQuest, Inc. ("GenQuest"), a development stage company, is focused on
applying functional genomics technology to discover novel genes related to the
transformation of normal cells into cancer cells and developing the potential of
such genes and related gene products to be used as diagnostics, therapeutics and
drug-screening targets in the field of oncology. GenQuest's technology platform
consists of the following proprietary technologies: (i) methodologies for the
discovery of genes associated with cancer; (ii) methodologies used to elucidate
cellular responses to DNA damage; (iii) genes and cellular processes associated
with senescence and apoptosis; (iv) technologies that enhance or inhibit
cellular proliferation; and (v) genes and cellular processes associated with
terminal cell differentiation. Principal activities to date include conducting
research and development, pursuing intellectual property protection, entering
into collaborative in- and out-licensing agreements, raising capital, recruiting
scientific and management personnel, and establishing a research facility.
On September 15, 1998, Corixa acquired all of the outstanding shares of
common stock of the Company. Pursuant to the terms set forth in the Agreement
and Plan of Merger by and among the Company and Corixa, Chinook, a wholly-owned
subsidiary and a Delaware corporation (formerly known as Chinook Acquisition
Corporation) and the Company merged with and into Chinook and the separate
corporate existence of GenQuest ceased, with Chinook surviving as a wholly-owned
subsidiary of Corixa.
INTERIM FINANCIAL INFORMATION
The financial information for the period from January 1, 1998 to September
15, 1998, and for the nine months ended September 30, 1997, is unaudited, but
includes all adjustments (consisting only of normal recurring adjustments) that
GenQuest considers necessary for a fair presentation of the financial position
at such date and the operating results and cash flows for those periods.
Operating results for the period from January 1, 1998 to September 15, 1998 are
not necessarily indicative of the results that may be expected for the entire
year.
LIQUIDITY
Principal activities to date include conducting research and development,
pursuing intellectual property protection, entering into collaborative in- and
out-licensing agreements, raising capital, recruiting scientific and management
personnel, and establishing a research facility. Further development of
GenQuest's business will require additional equity financing and/or
collaboration funding. GenQuest is actively seeking to expand its funding from
current and new investors, as well as enter into additional collaborative
relationships. In the event GenQuest is not able to obtain additional financing
or sufficient operating revenues, GenQuest will take steps to reduce its
expenditures, as necessary, to enable it to continue its operations through
December 1998. To that end, GenQuest would propose amending the terms of its
agreements to materially reduce GenQuest's payment obligations.
F-42
<PAGE> 10
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
CASH AND CASH EQUIVALENTS
All short-term investments, which consist primarily of bankers' acceptances
and certificates of deposit, with maturities of three months or less at date of
purchase are considered to be cash equivalents. The amounts are recorded at
cost, which approximates fair market value. Credit risk for cash investments is
managed by purchase of investment-grade securities and diversification of the
investment portfolio among issuers and maturities.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and is depreciated on a
straight-line basis over the assets' estimated useful lives, which range from
three to four years. Leasehold improvements are amortized over the lesser of
their estimated useful lives or the term of the lease. Amortization of assets
recorded under capital leases is included in depreciation.
STOCK-BASED COMPENSATION
In 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement 123"). GenQuest has adopted the disclosure-only
provisions of Statement 123, and applies Accounting Principles Board Opinion No.
25 ("APB 25") and related Interpretations in accounting for its stock option
plans. Accordingly, GenQuest's stock-based compensation expense is recognized
based on the intrinsic value of the option on the date of grant. Recognition of
stock-based compensation expense under Statement 123 requires the use of a fair
value method to value stock options using option valuation models that were
developed for purposes other than valuing employee stock options. Pro forma
disclosures of net loss under Statement 123 are provided in Note 3 of these
GenQuest financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
OTHER FINANCIAL INSTRUMENTS
At December 31, 1997 and 1996, the carrying value of financial instruments,
such as accounts receivables and payables, approximated their fair values, based
on the short-term maturities of these instruments. Additionally, the carrying
value of long-term liabilities approximated fair values because underlying
interest rates reflect market rates at the balance sheet dates.
REVENUES FROM COLLABORATIVE AGREEMENTS
Revenues under collaborative agreements will typically consists of
nonrefundable up-front fees, ongoing research, co-development payments, and
milestone and royalty payments. Revenue from nonrefundable technology access
fees will be recognized upon satisfaction of any obligation. Revenue from
ongoing research and co-development payments will be recognized ratably over the
term of the agreement, as GenQuest believes such payments will approximate the
research and development expense being incurred associated with the agreement.
Revenue from milestone, royalty, and other
F-43
<PAGE> 11
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
contingent payments will be recognized as earned. Advance payments received
under any agreements in excess of amounts earned are classified as deferred
revenue. Revenue under cost reimbursement contracts is recognized as the related
costs are incurred.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are expensed as incurred.
INCOME TAXES
GenQuest accounts for income taxes using the liability method under
Statement of Accounting Standards No. 109, "Accounting for Income Taxes."
NET EARNING PER SHARE CALCULATIONS
GenQuest adopted the FASB issued Statement No. 128, "Earnings per Share."
Statement 128 replaced the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Basic earnings per share is
based on the weighted average number of common shares outstanding for the
period, and excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share assumes the conversion of all dilutive
securities, such as options, warrants and convertible preferred stock.
COMPREHENSIVE INCOME (LOSS)
As of January 1, 1998, GenQuest adopted the FASB Statement No. 130,
"Reporting Comprehensive Income." Statement No. 130 establishes new rules for
the reporting and display of comprehensive income and its components; however,
the adoption of this Statement had no impact on GenQuest's net income or
stockholders' equity. Statement 130 did not impact GenQuest, as it had no
supplemental comprehensive income components.
SEGMENT REPORTING
In 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which is required to be adopted for the
fiscal years beginning after December 15, 1997. The new Statement supersedes
FASB Statement No. 14, "Financial Reporting for Segments of a Business
Enterprise." Companies will be required to report each segment and related
information, as defined in Statement 131, in GenQuest's notes to the financial
statements. GenQuest will be required to report its results according to
Statement 131 for its year end 1998 results. As GenQuest does not operate in
more than one segment, as defined by the statement, this statement is not
applicable.
RECLASSIFICATIONS
Certain reclassifications have been made to prior years' financial
statements to conform to the 1997 presentation.
F-44
<PAGE> 12
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1997 1996
-------- -------
<S> <C> <C>
Laboratory equipment....................................... $446,822 $ --
Computers and office equipment............................. 161,172 12,241
Leasehold improvements..................................... 19,398 --
-------- -------
627,392 12,241
Accumulated depreciation and amortization.................. (54,237) (3,341)
-------- -------
$573,155 $ 8,900
======== =======
</TABLE>
At December 31, 1997, GenQuest held equipment under capitalized leases with
an original cost of $581,772 and an approximate net book value of $550,000,
respectively. These leases are secured by the underlying assets.
3. LONG-TERM OBLIGATIONS AND COMMITMENTS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
Warrant obligation..................................... $ 651,567 $1,140,000
Capital lease obligation............................... 538,572 --
---------- ----------
1,190,139 1,140,000
Less current portion of obligations.................... 437,982 488,432
---------- ----------
$ 752,157 $ 651,568
========== ==========
</TABLE>
Minimum future rental payments under the capital lease agreement at
December 31, 1997 are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
- ----------------------
<S> <C>
1998........................................................ $168,773
1999........................................................ 184,116
2000........................................................ 184,116
2001........................................................ 137,631
--------
Total minimum lease payments................................ 674,636
Less interest............................................... 136,064
--------
Present value of minimum lease payments..................... 538,572
Less current portion........................................ 112,198
--------
Capital lease obligations, less current portion............. $426,374
========
</TABLE>
F-45
<PAGE> 13
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
A $687,500 lease line was obtained in 1997. The lease is secured by the
underlying equipment.
GenQuest rents a research facility under an operating lease, which expires
on the earlier of September 2000 or upon a 60-day notice of vacancy. In
connection with the operating lease, GenQuest is required to make monthly
payments of approximately $5,300.
Rent expense was $20,000 and $0 for the years ended December 31, 1997 and
1996, respectively.
In February 1998, GenQuest and its stockholders reached a settlement
agreement and mutual release of claims (the "Agreement") with a third party in
relation to a business dispute related to the financing of GenQuest. Under the
terms of the Agreement, the third party agreed to release GenQuest and its
stockholders from any obligation prior to or thereafter owed to such third party
by any or all of GenQuest and its stockholders. The amount payable by GenQuest
under the Agreement of $250,000 was accrued as of December 31, 1997.
4. INCOME TAXES
At December 31, 1997, GenQuest had a net operating loss carryforward of
approximately $6.4 million respectively, and research and experimentation credit
carryforwards of approximately $185,000, which begin to expire in 2010.
Utilization of net operating losses and research and development tax credit
carryforwards is subject to certain limitations under Section 382 of the
Internal Revenue Code.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. GenQuest has recognized a
valuation allowance equal to the deferred tax assets due to the uncertainty of
realizing the benefits of the assets. The valuation allowance for deferred tax
assets increased $1.6 million and $592,000 during the years ended December 31,
1997 and 1996, respectively. The effects of temporary differences and
carryforwards that give rise to deferred tax assets and liabilities are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- --------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward........................ $2,183,000 $697,000
Research and experimentation credit carryforward....... 185,000 26,000
Deferred revenue....................................... 34,000 16,000
---------- --------
2,402,000 739,000
Deferred tax liabilities:
Depreciation........................................... 24,000 --
---------- --------
Net deferred tax asset................................. 2,378,000 739,000
Less valuation allowance............................... (2,378,000) (739,000)
---------- --------
Net deferred tax assets................................ $ 0 $ 0
========== ========
</TABLE>
F-46
<PAGE> 14
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
5. STOCKHOLDERS' EQUITY
COMMON STOCK
At December 31, 1997, 650,000 shares of common stock outstanding are
subject to certain contractual voting restrictions (see Note 8 of these GenQuest
financial statements).
CONVERTIBLE PREFERRED STOCK
During 1996, GenQuest issued approximately 6.8 million shares of "Series A"
convertible preferred stock ("Series A") in exchange for technology, a note
payable of $675,000 and cash of $525,000. During 1997, GenQuest also received
net proceeds approximating $9 million from the sale of approximately 18.3
million shares of Series B convertible preferred stock ("Series B"). Series B
shares have preferential dividend rights over the Series A and common stock. In
the event of a dividend declared by the Board of Directors (the Board), Series B
stockholders shall be entitled to be paid out of the legally available assets of
GenQuest an amount per share equal to $0.04 per share. After the payment of the
full dividend preference of the Series B, the holders of Series A shall be
entitled to be paid out of the legally available assets of GenQuest; therefore,
an amount per share equal to $0.04 per share. After payment of the full dividend
amount set forth above, the remaining amounts of dividends declared by the Board
available for distribution to stockholders, if any, shall be distributed ratably
to the holders of the common stock, Series A, and Series B on an "as if
converted to common stock basis." Such dividends shall be payable only when, as,
and if declared by the Board and shall be noncumulative. As of December 31,
1997, the Board has not declared any dividends.
Series A and B shares have registration rights and vote equally with the
shares of the common stock and, at the option of the holder, may be converted at
any time into common shares. The conversion ratios at December 31, 1997 were 1
for 1. The conversion rate may be adjusted from time to time, based on
provisions included in the Certificate of Incorporation.
Each share of Series A and Series B shall automatically be converted into
shares of common stock, based on the then-effective respective Series A and
Series B conversion prices, immediately upon (1) the closing of a firmly
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
common stock for the account of GenQuest in which the per share price is at
least $2.50 and the gross cash proceeds to GenQuest are at least $10 million, or
(2) the date specified by written consent of the holders of a majority of the
outstanding shares of Series A and B shares voting as a class.
Series A and B shares also have preferential liquidation rights over the
common stock. In the event of liquidation, Series B stockholders shall be
entitled to be paid out of the assets of GenQuest an amount per share equal to
the sum of $0.50 per share, plus all declared and unpaid dividends on such
share, if any. After the payment of the full liquidation preference of Series B
shares, the holders of Series A shares shall be entitled to be paid out of the
assets of GenQuest legally available for distribution, an amount per share equal
to the sum of $0.50 per share, plus all declared and unpaid dividends on such
share. Any remaining assets of GenQuest shall be distributed ratably to the
holders of the common stock, Series A, and Series B.
F-47
<PAGE> 15
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
STOCK OPTION PLAN
GenQuest has a stock option plan under which 2,000,000 shares of common
stock are reserved for grants to employees, members of the Board of Directors,
and consultants. Options granted under this plan may be designated as qualified
or nonqualified at the discretion of the Plan Administrator (as defined in such
plan).
Generally, the options vest over a four-year period, with 25% vesting in
the first year and the remainder vesting monthly thereafter. All options expire
not later than ten years from the date of grant. Qualified stock options are
exercisable at not less than the fair market value of the stock at the date of
grant, and nonqualified stock options are exercisable at prices determined at
the discretion of the Plan Administrator, but not less than 85% of the fair
market value of the stock at the date of grant.
A summary of GenQuest's stock option activity and related information
follows:
<TABLE>
<CAPTION>
SHARES UNDER WEIGHTED
OUTSTANDING PRICE PER AVERAGE
OPTION SHARE EXERCISE PRICE
------------ --------- --------------
<S> <C> <C> <C>
Balance at January 1, 1997................ -- $ -- $ --
Options granted........................... 448,000 0.05 0.05
Balance at December 31, 1997.............. 448,000 0.05 0.05
</TABLE>
The weighted average fair value of options granted during 1997 was $0.02
per option and the weighted average remaining contractual life of the
outstanding options at December 31, 1997 was 9.6 years. At December 31, 1997,
1,552,000 shares remain available for grant and 26,083 options were considered
fully vested.
Pro forma information regarding net loss and loss per share required by
Statement 123 has been determined as if GenQuest had accounted for its employee
stock options under the fair value method of that Statement. The fair value for
these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions on the option
grant date for 1997: risk-free interest rate of 6.32%, expected volatility of
0%, expected option lives of five years, and dividend yield of 0.0%.
Under Statement 123, if GenQuest had elected to recognize the compensation
cost based upon the fair value of the options granted at the grant date, net
loss would have been increased as follows
F-48
<PAGE> 16
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(the estimated fair value of the options is amortized to expense over the
options' vesting period or upon the achievement of certain milestones):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
<S> <C>
Net loss:
As reported.............................................. $(4,345,906)
Pro forma................................................ (4,348,283)
Net loss per share:
As reported.............................................. $ (2.37)
Pro forma................................................ (2.38)
</TABLE>
The Statement 123 pro forma disclosures above are not necessarily
indicative of future pro forma disclosures because of the manner in which the
pro forma impact of Statement 123 calculations is phased in over time.
STOCK WARRANTS
In connection with sales of convertible Series A, GenQuest issued stock
warrants to a certain stockholder to purchase 34,019 shares of Series B at an
exercise price of $0.50 per share. These warrants expire on the earlier of 2004
or on the occurrence of certain events, as defined in the agreement.
STOCK REPURCHASE AGREEMENTS
Since its inception, GenQuest has sold approximately 125,000 shares of
common stock for $.005 to employees and scientific founders of GenQuest under
agreements that allow GenQuest, at its option, to repurchase the shares at the
original purchase price if the employment or consulting relationship with
GenQuest ceases for any reason. Under the repurchase agreements, the shares
subject to repurchase are generally reduced in specific increments over a two-
to four-year period beginning at the issuance date. As of December 31, 1997,
63,542 shares remained subject to repurchase.
Under the terms of all of the repurchase agreements, if GenQuest is
acquired by merger, consolidation, or sale of assets, the repurchase agreements
will lapse in their entirety, except to the extent the repurchase rights are to
be assigned to the successor corporation, in connection with such transaction.
F-49
<PAGE> 17
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
SHARES RESERVED
At December 31, 1997, common stock was reserved for the following purposes:
<TABLE>
<S> <C>
Conversion of preferred stock............................... 25,121,884
Stock options............................................... 2,000,000
Scientific agreement........................................ 75,000
Warrants for preferred stock, convertible to common stock... 34,019
----------
27,230,903
</TABLE>
NET LOSS
Basic and diluted loss per share are calculated using the average number of
common shares outstanding (see Note 1 to these GenQuest financial statements).
Pro forma basic and diluted loss per share are computed on the basis of the
average number of common shares outstanding plus the effect of convertible
preferred shares using the "if-converted" method as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SEPTEMBER 15, SEPTEMBER 30, --------------------------
1998 1997 1997 1996
------------- ------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net loss(A)...................... $(2,211,560) $(2,837,507) $(4,345,906) $(3,894,761)
Weighted average outstanding:
Common stock(B)................ 1,842,000 1,830,000 1,830,000 1,323,796
Loss per share:
----------- ----------- ----------- -----------
Basic and diluted (A/B)........ $ (1.20) $ (1.55) $ (2.37) $ (2.94)
=========== =========== =========== ===========
</TABLE>
6. SCIENTIFIC COLLABORATIVE AND LICENSE AGREEMENTS
GenQuest has various collaborative research agreements with collaborative
partners, academic universities, and research institutions, which expire on the
earlier of the expiration of patents or the occurrence of certain events, as
stipulated in the agreements. Certain agreements stipulate the reimbursement by
GenQuest of research costs incurred by these universities and institutions on
behalf of GenQuest. Included in research and development expenses for the period
from January 1, 1998 to September 15, 1998 and the years ending December 31,
1997 and 1996 are reimbursements approximating $639,000, $2.4 million and
$365,000, respectively. Refer to Note 7 of these GenQuest financial statements
with regards to amounts paid to Corixa.
Certain collaborative agreements that were in effect in 1997 extend into
fiscal years 1998 and 1999. As of December 31, 1997, GenQuest is committed to
reimburse the collaborative partners, universities, and institutions amounts
aggregating $2.1 million and $1.7 million in 1998 and 1999, respectively.
GenQuest is also committed to pay annual fees of $25,000 to a university until
expiration of underlying patents, which are creditable against future royalties
which may be owed.
GenQuest has entered into certain research agreements, license agreements,
and obtained options to negotiate license agreements under the terms of which
GenQuest received license, technology, and patent rights. During the period from
January 1, 1998 to September 15, 1998 and in 1997 and 1996,
F-50
<PAGE> 18
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
GenQuest paid initial license and/or option fees approximating $0, $62,000 and
$40,000, respectively, and in 1996 issued 260,000 shares of common stock valued
at $13,000 (plus a commitment to issue an additional 75,000 shares,
respectively, upon the achievement of certain events) for such rights. Expense
was recorded based on the fair market value of GenQuest's common stock at the
date of issuance.
Certain agreements call for royalty and milestone payments. The agreements
are for terms from one year or the expiration of the last issued patent within
the licensed technology, unless terminated earlier for certain specified events,
as defined in the respective agreements.
Additionally, GenQuest has entered into research, license agreements, and
granted options to other parties to negotiate license agreements under the terms
of which GenQuest provides license, technology, and patent rights. During 1997
and 1996, GenQuest received and deferred initial option fees aggregating
$100,000 related to these agreements. Under the terms of the option, GenQuest
will receive additional license fees and/or reimbursement of certain research
and development costs through the end of the agreement, as defined in the
respective agreement. The agreements provide for one-time payments upon the
achievement of certain milestones and the payment of royalties based on product
sales.
7. AGREEMENTS WITH CORIXA CORPORATION
In February 1996, GenQuest entered a license and research collaboration
agreement with Corixa for the purpose of discovering, characterizing,
developing, and commercializing novel genes for use in the treatment,
prevention, or diagnosis of cancer or pre-neoplastic cell proliferation disease.
During 1996, GenQuest issued 4,412,613 of Series A to Corixa valued at
$0.50 per share, in exchange for certain intellectual property rights in
connection with the collaboration, representing approximately 16% of GenQuest's
outstanding capital stock at December 31, 1997. GenQuest expensed the value of
the issued shares in 1996 as acquired in-process research and development.
In December 1996, GenQuest and Corixa amended this license and
collaboration agreement and, in connection with this amendment, entered into an
administrative services and management agreement. As part of the collaboration,
GenQuest has agreed to provide funding in support of certain research and
development projects conducted by GenQuest and Corixa on a collaborative basis.
Additionally, GenQuest has agreed that certain administrative services will be
provided to GenQuest by certain Corixa employees, including Corixa's Chief
Executive Officer, Chief Scientific Officer, Chief Financial Officer, and Chief
Operating Officer, and GenQuest has agreed to reimburse Corixa for such
services. Either GenQuest or Corixa may terminate the license agreement within
30 days after December 31, 1997, if such party believes that the scientific
objectives of the collaboration have not been met.
Under the license agreement, GenQuest and Corixa agreed to cross-license
certain technologies and products owned or controlled by them as of February
1996 and technologies and products developed under the collaborative research
program. Corixa is required to pay GenQuest, when product sales commence,
certain royalties on sales of products that use technology licensed from
GenQuest, and GenQuest is required to pay Corixa, when product sales commence,
certain royalties on the sale of products that use technology licensed from
Corixa. In addition, sales of certain products developed by GenQuest using
technology developed by Corixa in the collaborative research program would be
royalty-free.
F-51
<PAGE> 19
GENQUEST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
As a result of its ownership of Series A of GenQuest, Corixa has certain
registration rights with respect to public offerings of GenQuest and rights of
first offer that allow Corixa to participate ratably in future issuances of
stock to maintain its original ownership percentage of GenQuest. Additionally,
Corixa is entitled to voting rights equivalent to the number of shares of common
stock of GenQuest into which such shares of Series A can be converted and is a
party to a voting agreement among GenQuest and its stockholders. Under the terms
of the voting agreement, Corixa has a right to designate two of seven nominees
to the Board of Directors of GenQuest and the stockholders of GenQuest who are
parties to the voting agreement have agreed to vote their shares in favor of
such nominees. Corixa's right to designate such nominees will terminate when
Corixa owns less than 10% of the voting capital stock of GenQuest.
In December 1996, in connection with the modification of the collaboration
between GenQuest and Corixa and the issuance of Series B of GenQuest to
additional investors (18,309,271 shares at $0.50 per share), Corixa, GenQuest,
and the stockholders of GenQuest entered into a call option agreement. Under the
terms of this agreement, Corixa has the right to purchase all of the outstanding
shares of GenQuest's capital stock held by the stockholders of GenQuest at a
purchase price determined in accordance with a formula stipulated in the
agreement. This right becomes effective on the earlier of June 23, 1998, the
completion of a 30-day trading period following Corixa's initial public offering
during which the average closing sale price of a share of Corixa's common stock
meets the minimum requirement stipulated in the agreement, and a merger of
Corixa with another entity or a sale of substantially all of Corixa's assets,
and terminates on the earlier of January 23, 2000, the date that Corixa notifies
GenQuest that it will not exercise this right, the closing of the initial public
offering of GenQuest, and ten days following a merger of or sale of assets by
Corixa.
In conjunction with the relationship between GenQuest and Corixa, GenQuest
purchased warrants to purchase 454,533 shares of Corixa's Series B preferred
stock at a price of $9.90 per share. The warrants expire on the earlier of
December 23, 2001 or upon certain events as specified in the warrant agreement.
In accordance with the terms of GenQuest's own Series B preferred stock
agreement, GenQuest distributed the warrants to its stockholders during 1997.
The $1,140,000 purchase price of the warrants was recorded as an obligation at
December 31, 1996 and is payable over the three-year collaborative agreement.
The remaining obligation of $651,567 at December 31, 1997 is payable in 1998 and
1999 in the amount of $325,784 and $325,783, respectively.
During the years ended December 31, 1997 and 1996, GenQuest paid Corixa
$325,000 and $300,000, respectively, for administrative services provided to
GenQuest.
GenQuest's 1997 results include collaborative research and development
expenses paid to Corixa of approximately $1.9 million. GenQuest did not pay any
collaborative research and development expenses to Corixa in 1996.
F-52
