UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 31, 1995 0-11088
For the quarterly period ended Commission file number
ALFACELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2369085
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
225 BELLEVILLE AVENUE, BLOOMFIELD, NEW JERSEY 07003
(Address of principal executive offices)(Zip Code)
(201) 748-8082
(Issuer's telephone number, including area code)
NOT APPLICABLE
(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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common shares outstanding as of December 11, 1995: 11,610,063
Transitional small business disclosure format (check one): Yes No X
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Balance Sheets
October 31, 1995 and July 31, 1995
ASSETS October 31,
1995 July 31,
(UNAUDITED) 1995
<S> <C> <C> <C> <C>
Current assets:
Cash $ 1,360,610 $ 648,027
Marketable securities 1,850,000 750,000
Prepaid expenses 20,806 38,607
Total current assets 3,231,416 1,436,634
Property and equipment, net of accumulated 100,350 104,301
depreciation and amortization of $671,227 at October
31, 1995 and $666,261 at July 31, 1995
Other assets:
Deferred debt costs, net 21,000 31,500
Other 34,830 43,735
55,830 75,235
Total assets $ 3,387,596 $ 1,616,170
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current portion of long-term debt $ 95,430 $ 1,602,974
Loans and interest payable, related party 69,838 138,638
Accounts payable 226,011 183,222
Accrued payroll and expenses, related parties 450,144 414,996
Accrued expenses 51,678 101,777
Total current liabilities 893,101 2,441,607
Long-term debt, less current portion 1,436,011 7,129
Total liabilities 2,329,112 2,448,736
Commitments and contingencies
Stockholders' equity (deficiency):
Preferred stock, $.001 par value. - -
Authorized and unissued, 1,000,000 shares at
October 31, 1995 and July 31, 1995
Common stock $.001 par value. 11,580 10,319
Authorized 25,000,000 shares at October 31,
1995;
Issued and outstanding 11,579,863 shares at
October 31, 1995 and 10,319,187 shares at July 31,
1995
Capital in excess of par value 38,995,032 36,262,427
Common stock to be issued. 108,000 343,808
30,000 shares at October 31, 1995 and
139,080 shares at
July 31, 1995
Deficit accumulated during development stage
(38,056,128) (37,449,120)
Total stockholders' equity (deficiency) 1,058,484 (832,566)
Total liabilities and stockholders' equity $ 3,387,596 $1,616,170
(deficiency)
See accompanying notes to financial statements.STATEMENTS OF OPERATIONS
Three months ended October 31, 1995 and 1994,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1995
(Unaudited)
THREE MONTHS ENDED AUGUST 24,
OCTOBER 31, 1981
(DATE OF
INCEPTION)
TO
1995 1994 OCTOBERREVENUE:
31, 1995
Sales
$ - - 553,489 Investment
income
34,430 3,380 235,434 Other
income
- - TOTAL
60,103 REVENUE
34,430 3,380
849,026
COSTS AND
EXPENSES:
Cost of
sales
- - 336,495 Research
and development
443,724 326,572 20,814,224 General and
administrative
166,370 160,085 15,065,190 Interest:
Related
parties
1,153 3,969 1,033,312 Others
30,191 33,691 1,655,933 TOTAL
COSTS AND
EXPENSES
641,438 524,317 38,905,154
NET LOSS
$ (607,008) (520,937)(38,056,128)
Loss per
common share
$ (.06)
(.05) (6.84)
Weighted average
number of shares
outstanding
9,300,526
11,331,955 5,563,193
See accompanying notes to financial statements.
</TABLE>
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three months ended October 31, 1995 and 1994,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 24, 1981
OCTOBER 31, (DATE OF INCEPTION)
TO
<S> <C> <C> <C> <C>
1995 1994 OCTOBER 31, 1995
Cash flows from operating activities:
Net Loss $ (607,008) (520,937) (38,056,128)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Gain on sale of marketable - - (25,963)
securities
Depreciation and amortization 15,466 16,628 993,459
Loss on disposal of property and
equipment - - 18,926
Noncash operating expenses 15,997 - 4,787,009
Amortization of deferred - 58,50011,442,000
compensation
Amortization of organization costs - - 4,590
Changes in assets and liabilities:
(Increase) decrease in prepaid 17,801 35,455 (20,806)
expenses
(Increase) decrease in other 8,905 (31,606) 37,388
assets
Increase (decrease) in interest
payable (68,800) 3,969814,377
related party
Increase (decrease) in accounts 42,789 (112,420) 303,275
payable
Increase in accrued payroll and
expenses, related parties 35,148 51,734 2,798,289
Increase (decrease) in accrued (50,099) 6,664 593,191
expenses
Net cash used in operating (589,801) (492,013) (16,310,393)
activities
Cash flows from investing activities:
Purchase of marketable equity (1,100,000) - (2,140,420)
securities
Proceeds from sale of marketable
equity - 51,029316,383
securities
Purchase of property and equipment (1,015) - (997,202)
Patent costs - - (97,841)
Net cash provided by (used in)
investing activities (1,101,015) 51,209 (2,919,080)
</TABLE>
See accompanying notes to financial statements. (continued)
STATEMENTS OF CASH FLOWS, Continued
Three months ended October 31, 1995 and 1994,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 24, 1981
OCTOBER 31, (DATE OF INCEPTION)
TO
<S> <C> <C> <C> <C>
1995 1994 OCTOBER 31, 1995
Cash flows from financing activities:
Proceeds from short-term borrowings $ - - 849,500
Payment of short-term borrowings - - (623,500)
Increase in loans payable - related - - 2,628,868
party, net
Proceeds from bank debt and other long-
term debt, net of deferred debt costs - - 2,377,143
Reduction of bank debt and long-term (78,662) (20,252) (1,360,274)
debt
Proceeds from common stock to be issued 108,000 100,000 497,008
Proceeds from issuance of common stock, 2,349,061 492,718 15,437,138
net
Proceeds from exercise of stock options 25,000 - 437,200
Proceeds from issuance of convertible - - 347,000
debentures
Net cash provided by financing 2,403,399 572,466 20,590,083
activities
Net increase in cash 712,583 131,662 1,360,610
Cash at beginning of period 648,027 202,654 -
Cash at end of period $ 1,360,610 334,316 1,360,610
Supplemental disclosure of cash flow
information - $ 30,844 33,7901,390,348
interest paid
Noncash financing activities:
Issuance of convertible subordinated
debenture for loan payable to officer $ - - 2,725,000
Issuance of common stock upon the
conversion of $ - - 2,945,000
convertible subordinated debentures,
related party
Conversion of short-term borrowings to $ - 44,000 226,000
common stock
Conversion of accrued interest, payroll
and expenses by $ - - 3,194,969
related parties to stock options
Repurchase of stock options from $ - - (198,417)
related party
Conversion of accrued interest to stock $ - - 142,441
options
Conversion of accounts payable to $ - 77,265 77,265
common stock
Conversion of notes payable, bank and
accrued interest to long-term debt $ - - 1,699,072
Conversion of loans and interest
payable,
related party and accrued payroll
and $ - - 1,863,514
expenses, related parties to long-
term
accrued payroll and other, related
party
Issuance of common stock upon the
conversion of $ - - 127,000
convertible subordinated debentures,
other
See accompanying notes to financial statements.
</TABLE>
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's financial position as
of October 31, 1995 and the results of operations for the three month
period ended October 31, 1995 and 1994 and the period from August 24, 1981
(date of inception) to October 31, 1995. The results of operations for the
three months ended October 31, 1995 are not necessarily indicative of the
results to be expected for the full year.
The Company is a development stage company as defined in the Financial
Accounting Standards Board's Statement of Financial Accounting Standards
No.7. The Company is devoting substantially all of its present efforts to
establishing a new business. Its planned principal operations have not
commenced and, accordingly, no significant revenue has been derived
therefrom.
2. CAPITAL STOCK
On August 4, 1995, the Company issued 6,060 shares of common stock as
payment for services rendered to the Company. The fair value of this
common stock was charged to operations.
On August 8, 1995, 10,000 options were exercised resulting in gross
proceeds to the Company of $25,000.
On September 29, 1995, the Company completed a private placement
resulting in the issuance of 1,925,616 shares of restricted common stock
and three-year warrants to purchase an aggregate of 55,945 shares of common
stock at an exercise price of $4.00 per share. The common stock was sold
alone at per share prices ranging from $2.00 to $3.70, and in combination
with warrants at per share prices ranging from $4.96 to $10.92, which
related to the number of warrants contained in the unit. The Company
received proceeds of approximately $4.1 million, including $1,723,000
received prior to the fiscal year ended July 31, 1995, and incurred net
costs associated with the placement of approximately $18,000.
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
2. CAPITAL STOCK (CONTINUED)
In October 1995, a private placement of 30,000 shares of common stock
at $3.60 per share was made to a single investor for a total of $108,000.
On December 11, 1995, the Securities and Exchange Commission declared
effective a registration statement for the offer and sale of up to
2,071,561 shares of common stock by shareholders and warrant holders of the
Company. Of these shares (i) 1,965,616 were issued in private placements
closed in October 1994 and September 1995, (ii) 95,945 underly warrants
issued in such private placements closed in October 1994 and September 1995
and may be issued upon exercise of the warrants, and (iii) 10,000 underly a
warrant issued to the Company's bank in connection with the amendment of
its term loan agreement with the bank and may be issued upon exercise of
such warrant.
On December 11, 1995, the Securities and Exchange Commission declared
effective a registration statement for the offer and sale of up to
3,299,561 shares of common stock by shareholders and option holders of the
Company. Of these shares, (i) an aggregate of 1,002,906 shares were issued
to private placement investors in private placements closed in March 1994
and September 1994, (ii) an aggregate of 30,000 shares were issued pursuant
to the exercise of options, (iii) an aggregate of 1,088,506 shares may be
issued upon exercise of warrants which were issued to private placement
investors in such private placements closed in March 1994 and September
1994, and (iv) an aggregate of 1,178,149 shares may be issued upon exercise
of certain outstanding options to purchase shares of common stock.
3. SUBSEQUENT EVENT
In November 1995, the Company's term loan agreement with its bank was
amended effective as of October 1, 1995 and requires payment of the entire
unpaid balance of the term loan on August 31, 1997. It is estimated that
the outstanding balance on that date will be $1,369,000. As consideration
for the extension, the Company granted the bank 10,000 warrants that expire
on August 31, 1997 and have a per share exercise price of $4.19. The fair
value of the warrants will be recorded as deferred debt cost and will be
amortized over the remaining life of the loan.
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTH PERIODS ENDED OCTOBER 31, 1995 AND 1994
REVENUES. The Company is a development stage company as defined in
the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 7. As such, the Company is devoting substantially
all of its present efforts to establishing a new business and developing
new drug products. The Company's planned principal operations of marketing
and/or licensing of new drugs have not commenced and, accordingly, no
significant revenue has been derived therefrom. The Company continues to
marshall all its productive and financial resources to proceed with its
development of ONCONASE and as such has not had any sales in the three
months ended October 31, 1995 and 1994. Investment income for the three
months ended October 31, 1995 increased to $34,000 compared to $3,000 for
the same period last year due to an increase in the amount of funds
invested.
RESEARCH AND DEVELOPMENT. Research and development expense for the
three months ended October 31, 1995 was $444,000 compared to $327,000 for
the same period last year, an increase of $117,000 or 36%. This increase
was primarily due to an increase in costs associated with research being
performed by the National Cancer Institute and expenses for the preparation
of the Phase III clinical trial, including costs associated with
manufacturing clinical supplies of ONCONASE, which were partially offset by
a decrease in collection and analysis of clinical trial data.
GENERAL AND ADMINISTRATIVE. General and administrative expense for
the three months ended October 31, 1995 was $166,000 compared to $160,000
for the same period last year, an increase of $6,000 or 4%. This increase
was primarily due to an increase over the same period last year in
accounting fees offset by a decrease in amortization of expense related to
stock awards made in prior years.
INTEREST. Interest expense for the three months ended October 31,
1995 was $31,000 compared to $38,000 for the same period last year, a
decrease of $7,000 or 18%. This decrease was primarily due to a decrease
in interest payable-related party and interest on the Company's term loan
over the prior year.
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NET LOSS. The Company has incurred net losses during each year since
its inception. The net loss for the three months ended October 31, 1995
was $607,000 as compared to $521,000 for the same period last year. The
cumulative loss from the date of inception, August 24, 1981, to October 31,
1995 amounted to $38,056,000. Such losses are attributable to the fact
that the Company is still in the development stage and accordingly has not
derived sufficient revenues from operations to offset the development stage
expenses.
LIQUIDITY AND CAPITAL RESOURCES
Alfacell has financed its operations since inception primarily through
equity and debt financing, research product sales and interest income.
During the three months ended October 31, 1995, the Company had a net
increase in cash of $713,000. This increase resulted from net cash
provided by financing activities of $2,403,000, which resulted primarily
from a private placement of common stock and common stock warrants
completed in September 1995 offset by net cash used in operating activities
of $590,000 and net cash used in investing activities of $1,100,000
principally due to the purchase of marketable securities.
The Company's term loan agreement with its bank was amended effective
as of October 1, 1995. Among other things the amendment extended the
maturity date of the loan from May 31, 1996 to August 31, 1997, which
enabled the Company to reflect substantially the entire principal amount of
the loan outstanding as of October 31, 1995 as long-term debt. This is the
primary reason for the significant decrease in current liabilities as of
October 31, 1995 compared to July 31, 1995 and the significant increase in
long-term debt as of October 31, 1995 compared to July 31, 1995. It is
estimated that the outstanding balance on August 31, 1997 will be
$1,369,000. At that time, the Company intends to refinance the loan or
raise sufficient equity to pay off the unpaid balance. However, there can
be no assurance that the Company will be able to successfully conclude a
refinancing or raise sufficient equity to pay off the unpaid balance.
The Company's continued operations will depend on its ability to raise
additional funds through a combination of equity or debt financing,
collaborative agreements, strategic alliances and revenues from the
commercial sale of ONCONASE. To date, the Company has had several
preliminary discussions regarding potential collaborative agreements and
strategic alliances, however, there can be no assurance that any such
arrangements will be consummated. In addition, the Company expects that
its cash needs in the future will increase due to the commencement of Phase
III clinical trials. The Company believes that its current resources will
be sufficient to meet its anticipated cash needs until August, 1996. To
date, a significant portion of the Company's financing has been provided by
its President and Chief Executive Officer and through private placements of
common stock, the issuance of common stock for services rendered and debt
financing. The Company's long-term liquidity will depend on its ability to
raise substantial additional funds. There can be no assurance that such
funds will be available to the Company on acceptable terms, if at all.
Pursuant to the terms of the Company's amended term loan agreement
with its bank (the "Term Loan"), without the bank's consent, the Company is
prohibited from incurring any additional indebtedness except as follows:
(i) additional indebtedness to the bank, (ii) indebtedness having a
priority of payment which is expressly junior to and inferior in right of
payment to the prior payment in full to the bank, (iii) indebtedness
arising as a result of obligations of the Company over the life of its
leases which in the aggregate do not exceed $200,000, and (iv) unsecured
indebtedness arising in the ordinary course of the Company's business which
at no time exceeds $1,452,000. Pursuant to the Term Loan, the Company is
required to make prepayments to the extent its gross revenues exceed
certain levels. Pursuant to a pledge agreement, the Company's President
and CEO has pledged the shares of the Company's Common Stock owned by her
to secure the repayment of the Term Loan. The pledgor may from time to
time request that the bank release a portion of the pledged stock when
market conditions are favorable in order to permit the sale of such stock
whereupon the proceeds will be used to make payments under the pledgor's
term loan agreement with the bank. The Term Loan Agreement prohibits the
issuance of any shares, or right to purchase any shares of the Company's
stock if the result of such issuance would be to decrease the ratio of the
market value of such pledged stock to the aggregate outstanding debt of the
Company and pledger to the bank, below 1:1.
The Company's working capital and capital requirements may depend upon
numerous factors including, the progress of the Company's research and
development programs, the timing and cost of obtaining regulatory
approvals, and the levels of resources that the Company devotes to the
development of manufacturing and marketing capabilities.
ITEM 5. OTHER INFORMATION.
On September 29, 1995, the Company completed a private placement
resulting in the issuance of 1,925,616 shares of restricted common stock
and three-year warrants to purchase an aggregate of 55,945 shares of common
stock at an exercise price of $4.00 per share. The common stock was sold
alone at per share prices ranging from $2.00 to $3.70, and in combination
with warrants at per share prices ranging from $4.96 to $10.92, which
related to the number of warrants contained in the unit. The Company
received proceeds of approximately $4.1 million, including $1,723,000
received prior to the fiscal year ended July 31, 1995, and incurred net
costs associated with the placement of approximately $18,000.
In October 1995, a private placement of 30,000 shares of common stock
at $3.60 per share was made to a single investor for a total of $108,000.
In November 1995, the Company's term loan agreement with its bank was
amended effective as of October 1, 1995 and requires payment of the entire
unpaid balance of the term loan on August 31, 1997. It is estimated that
the outstanding balance on that date will be $1,369,000. As consideration
for the extension, the Company granted the bank 10,000 warrants that expire
on August 31, 1997 and have a per share exercise price of $4.19. The fair
value of the warrants will be recorded as deferred debt cost and will be
amortized over the remaining life of the loan.
On December 11, 1995, the Securities and Exchange Commission declared
effective a registration statement for the offer and sale of up to
2,071,561 shares of common stock by shareholders and warrant holders of the
Company. Of these shares (i) 1,965,616 were issued in private placements
closed in October 1994 and September 1995, (ii) 95,945 underly warrants
issued in such private placements closed in October 1994 and September 1995
and may be issued upon exercise of the warrants, and (iii) 10,000 underly a
warrant issued to the Company's bank in connection with the amendment of
its term loan agreement with the bank and may be issued upon exercise of
such warrant.
On December 11, 1995, the Securities and Exchange Commission declared
effective a registration statement for the offer and sale of up to
3,299,561 shares of common stock by shareholders and option holders of the
Company. Of these shares, (i) an aggregate of 1,002,906 shares were issued
to private placement investors in private placements closed in March 1994
and September 1994, (ii) an aggregate of 30,000 shares were issued pursuant
to the exercise of options, (iii) an aggregate of 1,088,506 shares may be
issued upon exercise of warrants which were issued to private placement
investors in such private placements closed in March 1994 and September
1994, and (iv) an aggregate of 1,178,149 shares may be issued upon exercise
of certain outstanding options to purchase shares of common stock.
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-
B).
<TABLE>
<CAPTION>
Exhibit No. or
Incorporation
Exhibit BY REFERENCE
NO. ITEM TITLE
<S> <C> <C>
3.1 Certificate of Incorporation *
3.2 By-Laws *
3.3 Amendment to Certificate of Incorporation +++
4.1 Form of Convertible Debenture **
10.1 Employment Agreement dated as of July 1, 1994 with ++
Kuslima Shogen
10.2 Lease, as amended - 225 Belleville Avenue, **
Bloomfield, New Jersey
10.3 Amendment to amended Lease - 225 Belleville +++
Avenue, Bloomfield, New Jersey
10.4 Term Loan Agreement dated as of May 31, 1993 by **
and between the Company and First Fidelity Bank,
N.A., New Jersey
10.5 Term Note dated as of May 31, 1993 issued by the **
Company to First Fidelity Bank, N.A., New Jersey
10.6 Patent Security Agreement dated as of May 31, 1993 **
by and between the Company and First Fidelity
Bank, N.A., New Jersey
10.7 Security Agreement dated as of May 31, 1993 by and **
between the Company and First Fidelity Bank, N.A.,
New Jersey
10.8 Subordination Agreement dated as of May 31, 1993 **
by and among the Company, Kuslima Shogen, and
First Fidelity Bank, N.A., New Jersey
10.9 Amendment to Subordination Agreement dated as of +++
May 31, 1993 by and among the Company, Kuslima
Shogen, and First Fidelity Bank, N.A., New Jersey
dated June 30, 1995
10.10 Form of Stock Purchase Agreement and Certificate ***
used in connection with private placements
10.11 Form of Stock and Warrant Purchase Agreement and ***
Warrant Agreement used in Private Placement
completed on March 21, 1994
10.12 The Company's 1993 Stock Option Plan and Form of *****
Option Agreement
10.13 Debt Conversion Agreement dated March 30, 1994 ****
with Kuslima Shogen
10.14 Accrued Salary Conversion Agreement dated March ****
30, 1994 with Kuslima Shogen
10.15 Accrued Salary Conversion Agreement dated March ****
30, 1994 with Stanislaw Mikulski
10.16 Debt Conversion Agreement dated March 30, 1994 ****
with John Schierloh
10.17 Option Agreement dated March 30, 1994 with Kuslima ****
Shogen
10.18 Option Agreement dated March 30, 1994 with Kuslima ****
Shogen
10.19 Amendment No. 1 dated June 20, 1994 to Option ****
Agreement dated March 30, 1994 with Kuslima Shogen
10.20 Amendment No. 1 dated June 17, 1994 to Term Loan ****
Agreement dated May 31, 1993 between Kuslima
Shogen and First Fidelity Bank, N.A., New Jersey
10.21 Second Pledge Agreement dated June 17, 1994 by and ****
among the Company, Kuslima Shogen and First
Fidelity Bank, N.A., New Jersey
10.22 Form of Amendment No. 1 dated June 20, 1994 to *****
Option Agreement dated March 30, 1994 with Kuslima
Shogen
10.23 Form of Amendment No. 1 dated June 20, 1994 to *****
Option Agreement dated March 30, 1994 with
Stanislaw Mikulski
10.24 Form of Stock and Warrant Purchase Agreement and +
Warrant Agreement used in Private Placement
completed on September 13, 1994
10.25 Employment Agreement dated as of July 15, 1994 ++
with Gail E. Fraser
10.26 Form of Subscription Agreements and Warrant +++
Agreement used in private placements closed
between October 1994 and September 1995.
10.27 Amendment No. 1 dated as of October 1, 1995 to #
Term Loan Agreement dated as of May 31, 1993 by
and between the Company and First Fidelity Bank,
N.A. New Jersey
10.28 Amended and Restated Term Note dated as of October #
1, 1995 issued by the Company to First Fidelity
Bank, N.A. New Jersey
10.29 Warrant dated as of October 1, 1995 issued by the #
Company to First Fidelity Bank, N.A. New Jersey
</TABLE>
___________________________
* Previously filed as exhibit to the Company's Registration Statement
on Form S-18 (File No. 2-79975-NY) and incorporated herein by
reference thereto.
** Previously filed as exhibits to the Company's Annual Report on Form
10-K for the year ended July 31, 1993 and incorporated herein by
reference thereto.
*** Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended January 31, 1994 and incorporated
herein by reference thereto.
****Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1994 and incorporated
herein by reference thereto.
*****Previously filed as exhibits to the Company's Registration
Statement on Form SB-2 (File No. 33-76950) and incorporated herein by
reference thereto.
+ Previously filed as exhibits to the Company's Registration Statement
on Form SB-2 (File No. 33-83072) and incorporated herein by reference
thereto.
++ Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1995 and incorporated
herein by reference thereto.
+++ Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the year ended July 31, 1995 and incorporated herein by
reference thereto.
# Previously filed as exhibits to the Company's Registration Statement
on Form SB-2 (File No. 33-63341) and incorporated herein by reference
thereto.
(b) Reports on Form 8-k.
None.
<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.
ALFACELL CORPORATION
(Registrant)
/S/GAIL E. FRASER
Gail E. Fraser
Vice President, Finance and
Chief Financial Officer
DECEMBER 14, 1995
Date
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Alfacell Corporation Consolidated Condensed Balance Sheet as of October 31, 1995
and the Consolidated Condensed Statement of Operations for the three months
ended October 31, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> OCT-31-1995
<CASH> 1,360,610
<SECURITIES> 1,850,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,231,416
<PP&E> 771,577
<DEPRECIATION> 671,227
<TOTAL-ASSETS> 3,387,596
<CURRENT-LIABILITIES> 893,101
<BONDS> 0
<COMMON> 11,580
0
0
<OTHER-SE> 38,995,032
<TOTAL-LIABILITY-AND-EQUITY> 3,387,596
<SALES> 0
<TOTAL-REVENUES> 34,430
<CGS> 0
<TOTAL-COSTS> 610,094
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,344
<INCOME-PRETAX> (607,008)
<INCOME-TAX> 0
<INCOME-CONTINUING> (607,008)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (607,008)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>