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
APRIL 30, 1996 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 May 15, 1996: 11,940,079
Transitional small business disclosure format (check one): Yes No X
<PAGE>
ALFACELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Balance Sheets
April 30, 1996 and July 31, 1995
<TABLE>
<CAPTION>
ASSETS April 30,
1996 July 31,
(UNAUDITED) 1995
<S> <C> <C>
Current assets:
Cash $ 657,043 $ 648,027
Marketable securities (at cost which approximates 1,700,000 750,000
fair value)
Prepaid expenses 90,746 38,607
Total current assets 2,447,789 1,436,634
Property and equipment, net of accumulated 114,602 104,301
Depreciation and amortization of $682,190 at April 30,
1996 and $666,261 at July 31, 1995
Other assets:
Deferred debt costs, net 25,062 31,500
Other 28,454 43,735
53,516 75,235
Total assets $ 2,615,907 $ 1,616,170
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current portion of long-term debt $ 93,280 $ 1,602,974
Loans and interest payable, related party 1,250 138,638
Accounts payable 351,764 183,222
Accrued payroll and expenses, related parties 209,046 414,996
Accrued expenses 139,289 101,777
Total current liabilities 794,629 2,441,607
Long-term debt, less current portion 1,418,448 7,129
Total liabilities 2,213,077 2,448,736
Commitments and contingencies
Stockholders' equity (deficiency):
Preferred stock, $.001 par value -- --
Authorized and unissued, 1,000,000 shares at
April 30, 1996 and July 31, 1995
Common stock $.001 par value 11,901 10,319
Authorized 25,000,000 shares at April 30,
1996;
Issued and outstanding 11,900,679 shares at
April 30, 1996 and 10,319,187 shares at July 31, 1995
Capital in excess of par value 39,996,257 36,262,427
Common stock to be issued -- 343,808
139,080 shares at July 31, 1995
Deficit accumulated during development stage
(39,605,327) (37,449,120)
Total stockholders' equity (deficiency) 402,830 (832,566)
Total liabilities and stockholders' equity $ 2,615,907 $1,616,170
(deficiency)
See accompanying notes to financial statements.
</TABLE>
<PAGE>
ALFACELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three months and nine months ended April 30, 1996 and 1995
and the Period from August 24, 1981
(Date of Inception) to April 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended August 24, 1981
APRIL 30 APRIL 30, (date of
inception)
to
1996 1995 1996 1995 APRIL 30, 1996
REVENUE
<S> <C> <C> <C> <C> <C>
Sales $ -- $ -- $ -- $ -- $ 553,489
Investment income 31,083 1,377 105,563 9,653 306,567
Other income -- -- -- -- 60,103
TOTAL REVENUE 31,083 1,377 105,563 9,653 920,159
COSTS AND EXPENSES
Costs of sales -- -- -- -- 336,495
Research and development 520,826 243,423 1,541,826 800,101 21,912,326
General and 197,138 153,803 621,627 488,478 15,520,447
administrative
Interest
Related parties 45 3,967 1,801 11,547 1,033,960
Other 31,205 30,519 96,517 96,389 1,722,259
TOTAL COSTS AND EXPENSES 749,214 431,712 2,261,771 1,396,515 40,525,487
NET LOSS $ (718,131) $ (430,335) $(2,156,208) $(1,386,862) $(39,605,328)
Loss per common share $ (.06) $ (.05) $ (.19) $ (.15) $ (7.34)
Weighted average number of
common shares outstanding 11,798,079 9,580,030 11,595,982 9,443,411 5,392,511
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ALFACELL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Nine months ended April 30, 1996 and 1995,
and the Period from August 24, 1981
(Date of Inception) to April 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED AUGUST 24, 1981
APRIL 30, (DATE OF INCEPTION)
TO
1996 1995 APRIL 30, 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (2,156,208) (1,386,862) (39,605,328)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Gain on sale of marketable - - (25,963)
securities
Depreciation and amortization 58,398 51,224 1,036,391
Loss on disposal of property and
equipment - - 18,926
Noncash operating expenses 15,997 - 4,787,008
Amortization of deferred - 58,500 11,442,000
compensation
Amortization of organization costs - - 4,590
Changes in assets and liabilities:
(Increase) decrease in prepaid (52,139) 14,701 (90,746)
expenses
(Increase) decrease in other (5,651) (32,190) 22,832
assets
Increase (decrease) in interest
payable (137,388) 11,547 745,789
related party
Increase (decrease) in accounts 168,542 (71,261) 429,029
payable
Increase (decrease) in accrued
payroll (205,950) 191,732 2,557,191
and expenses, related parties
Increase (decrease) in accrued 37,512 (10,228) 680,802
expenses
Net cash used in operating (2,276,887) (1,172,837) (17,997,479)
activities
Cash flows from investing activities:
Purchase of marketable securities (950,000) - (1,990,420)
Proceeds from sale of marketable
equity - 251,209 316,383
securities
Purchase of property and equipment (26,228) (24,993) (1,022,415)
Patent costs - - (97,841)
Net cash provided by (used in)
investing activities (976,228) 226,216 (2,794,293)
</TABLE>
See accompanying notes to financial statements. (continued)
STATEMENTS OF CASH FLOWS, Continued
Nine months ended April 30 1996 and 1995,
and the Period from August 24, 1981
(Date of Inception) to April 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED AUGUST 24, 1981
APRIL 30, (DATE OF INCEPTION)
TO
1996 1995 APRIL 30, 1996
<S> <C> <C> <C>
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 29,540 17,595 2,406,683
Reduction of bank debt and long-term (127,915) (66,907) (1,409,527)
debt
Proceeds from common stock to be issued - - 389,008
Proceeds from issuance of common stock, 3,033,876 1,203,318 16,096,953
net
Proceeds from exercise of stock options 326,630 - 763,830
Proceeds from issuance of convertible - - 347,000
debentures
Net cash provided by financing 3,262,131 1,154,006 21,448,815
activities
Net increase (decrease) in cash 9,016 207,385 657,043
Cash at beginning of period 648,027 202,654 -
Cash at end of period $ 657,043 410,039 657,043
Supplemental disclosure of cash flow
information - $ 96,446 97,039 1,455,950
interest paid
Noncash financing activities:
Issuance of warrants/options for 15,100 - 15,100
services rendered
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 $ - - 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
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 April 30, 1996 and the results of operations for the nine month periods
ended April 30, 1996 and 1995 and the period from August 24, 1981 (date of
inception) to April 30, 1996. The results of operations for the nine
months ended April 30, 1996 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, options to purchase 10,000 shares of common stock
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 unit 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.
As consideration for the extension of the Company's term loan
agreement with its bank, the Company granted the bank 10,000 warrants to
purchase 10,000 shares of common stock at an exercise price of $4.19. The
warrants were issued as of October 1, 1995 and expire on August 31, 1997.
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.
Also, on December 11, 1995, the Securities and Exchange Commission
declared effective another 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.
In November 1995, options to purchase 500 shares of common stock were
exercised resulting in gross proceeds to the Company of $1,560.
In December 1995, a private placement of 102,316 shares of Common
Stock at $3.80 per share was made to several investors for a total of
$388,801.
In December 1995, options to purchase 4,000 shares of Common Stock
were exercised resulting in gross proceeds to the Company of $10,000.
In February 1996, options to purchase 10,000 shares of Common Stock
were exercised resulting in gross proceeds to the Company of $26,800.
In March 1996, options to purchase 48,000 shares of Common Stock were
exercised resulting in gross proceeds to the Company of $127,670.
In March 1996, a private placement of 50,000 shares of Common Stock at
$4.10 per share was made to an investor for a total of $205,000.
In April 1996, options to purchase 51,000 shares of Common Stock were
exercised resulting in gross proceeds to the Company of $135,600.
In April 1996, a private placement of 25,000 shares of Common Stock at
$4.24 per share was made to an investor for a total of $106,000.
3. SUBSEQUENT EVENT
In June 1996, the Company completed a private placement (the "June
1996 Private Placement") resulting in the issuance of approximately
1,600,000 shares of Common Stock and approximately 325,000 three-year
warrants each to purchase one share of Common Stock at an exercise price of
$7.50 per share (the "Warrants") to private and institutional investors.
The Common Stock was sold alone for $3.70 per share and in combination with
Warrants at a per unit price of $12.52. Each unit consists of one Warrant
and three Common Shares. The June 1996 Private Placement resulted in net
proceeds to the Company of approximately $6,000,000.
<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 AND NINE MONTH PERIODS ENDED APRIL 30, 1996 AND 1995
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
revenue has been derived therefrom. The Company continues to marshall all
its productive and financial resources to proceed with its development of
ONCONASE<reg-trade-mark> and as such has not had any sales in the nine
months ended April 30, 1996 and 1995. Investment income increased by
$96,000 to $106,000 for the nine month period ended April 30, 1996 compared
to the same period last year.
RESEARCH AND DEVELOPMENT. Research and development expense for the
three months ended April 30, 1996 was $521,000 compared to $243,000 for the
same period last year, an increase of $278,000 or 114%. Research and
development expense for the nine months ended April 30, 1996 was $1,542,000
compared to $800,000 for the same period last year, an increase of $742,000
or 93%. These increases were primarily due to increases in costs
associated with manufacturing clinical supplies of ONCONASE and costs in
support of on-going clinical trials, including the Phase III clinical trial
for pancreatic cancer and the Phase II clinical trial for malignant
mesothelioma.
GENERAL AND ADMINISTRATIVE. General and administrative expense for
the three months ended April 30, 1996 was $197,000 compared to $154,000 for
the same period last year, an increase of $43,000 or 28%. This increase
was primarily due to costs associated with the Company's expansion of
activities associated with public relations. General and administrative
expense for the nine months ended April 30, 1996 was $622,000 compared to
$488,000 for the same period last year, an increase of $134,000 or 27%.
This increase was primarily due to the Company's expansion of activities
associated with public relations and business development.
INTEREST. Interest expense for the three months ended April 30, 1996
was $31,000 compared to $34,000 for the same period last year, a decrease
of $3,000 or 9%. Interest expense for the nine months ended April 30, 1996
was $98,000 compared to $108,000 for the same period last year, a decrease
of $10,000 or 9%. The decrease was primarily due to the conversion of
convertible subordinated debentures to common stock and a reduction in
short-term loans payable over the prior period.
NET LOSS. The Company has incurred net losses during each year since
its inception. The net loss for the three months ended April 30, 1996 was
$718,000 as compared to $430,000 for the same period last year. The net
loss for the nine months ended April 30, 1996 was $2,156,000 as compared to
$1,387,000 for the same period last year. The cumulative loss from the
date of inception, August 24, 1981, to April 30, 1996 amounted to
$39,605,000. 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. The
increases in the net loss for the current period were attributable
generally to the increase in expenses discussed above.
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 nine months ended April 30, 1996, the Company had a net increase
in cash of $9,000. This increase resulted from net cash provided by
financing activities of $3,262,000, primarily from a private placement of
common stock and common stock warrants completed in September 1995 and
proceeds from the exercise of stock options offset by net cash used in
operating activities of $2,277,000 and net cash used in investing
activities of $976,000 principally due to the purchase of marketable
securities. Total cash resources, including marketable securities, as of
April 30, 1996 were $2,357,000 compared to $1,398,000 at July 31, 1995.
The Company's term loan agreement with its bank was amended effective
as of October 1, 1995 (the "Term Loan"). Among other things, the amendment
extended the maturity date of the Term Loan from May 31, 1996 to August 31,
1997, which has enabled the Company to reflect substantially the entire
principal amount of the Term Loan outstanding as of April 30, 1996 as long-
term debt. This is the primary reason for the significant decrease in
current liabilities as of April 30, 1996 compared to July 31, 1995 and the
significant increase in long-term debt as of April 30, 1996 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 Term 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 and debt financing,
collaborative agreements, strategic alliances and revenues from the
commercial sale of ONCONASE. The Company is in discussions with several
potential collaborative partners for further development and marketing of
ONCONASE, 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 on-going Phase III clinical trial.
The Company believes that its cash on hand, including marketable
securities, as of April 30, 1996 coupled with the proceeds of the June 1996
Private Placement will be sufficient to meet its anticipated cash needs for
the next two years. The previous statement is forward-looking in nature.
Actual results could differ materially based on various factors, including,
but not limited to, the Company's ability to maintain current levels of
expenses and the occurrence of any number of unforeseeable contingencies
beyond the Company's control. To date, a significant portion of the
Company's financing has been through private placements of common stock,
the issuance of common stock for services rendered, debt financing and
financing provided by the Company's President and Chief Executive Officer.
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 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 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.
<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 ITEM TITLE Exhibit No. or
NO. Incorporation BY
REFERENCE
<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 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 31, 1994 with Gail
E. Fraser ++
10.26 Form of Subscription Agreements and Warrant Agreement
used in Private Placements closed in 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 ~
27.0 Financial Data Schedule #
</TABLE>
# Filed herewith.
* 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
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 exhibits 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)
JUNE 12, 1996 /S/ GAIL E. FRASER
Date Gail E. Fraser
Vice President, Finance and
Chief Financial Officer (Principal
Accounting Officer and Principal
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted form the Alfacell
Corporation Consolidated Condensed Balance Sheet as of April 30, 1996 and the
Consolidated Condensed Statement of Operations for the three and nine months
ended April 30, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUL-31-1996 JUL-31-1996
<PERIOD-END> APR-30-1996 APR-30-1996
<CASH> 657,043 657,043
<SECURITIES> 1,700,000 1,700,000
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 2,447,789 2,447,789
<PP&E> 796,792 796,792
<DEPRECIATION> 682,190 682,190
<TOTAL-ASSETS> 2,615,907 2,615,907
<CURRENT-LIABILITIES> 794,629 794,629
<BONDS> 0 0
0 0
0 0
<COMMON> 11,901 11,901
<OTHER-SE> 39,996,257 39,996,257
<TOTAL-LIABILITY-AND-EQUITY> 2,615,907 2,615,907
<SALES> 0 0
<TOTAL-REVENUES> 31,083 105,563
<CGS> 0 0
<TOTAL-COSTS> 749,214 2,261,771
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 31,250 98,318
<INCOME-PRETAX> (718,131) (2,156,208)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (718,131) (2,156,208)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (718,131) (2,156,208)
<EPS-PRIMARY> (.06) (.19)
<EPS-DILUTED> (.06) (.19)
</TABLE>
