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, 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)
(201) 748-8082
(Issuer's telephone number)
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 9, 1996: 14,565,543
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
October 31, 1996 and July 31, 1996
<TABLE>
<CAPTION>
October 31,
1996 July 31,
ASSETS (Unaudited) 1996
------ ----------- ----
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 9,754,466 $ 8,131,442
Loan receivable, related party -- 112,250
Prepaid expenses 149,401 63,850
----------- ---------
Total current assets 9,903,867 8,307,542
--------- ----------
Property and equipment, net of accumulated depreciation and amortization of
$695,430 at October 31, 1996 and $688,325 at July 31, 1996 132,903 127,930
---------- ----------
Other assets:
Deferred debt costs, net 15,661 20,362
Other 27,543 31,877
---------- ----------
43,204 52,239
---------- -------
Total assets $ 10,079,974 $ 8,487,711
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,441,128 $ 86,936
Accounts payable 376,067 189,536
Accrued expenses 51,768 162,213
-------- -------
Total current liabilities 1,868,963 438,685
Long-term debt, less current portion 20,221 1,398,760
--------- ----------
Total liabilities 1,889,184 1,837,445
--------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value.
Authorized and unissued, 1,000,000 shares at October 31, 1996
and July 31, 1996 -- --
Common stock $.001 par value.
Authorized 25,000,000 shares at October 31, 1996; Issued and
outstanding 14,514,843 shares at October 31, 1996 and
13,859,209 shares at July 31, 1996 14,515 13,859
Capital in excess of par value 49,479,001 47,023,529
Common stock to be issued.
35,000 shares at October 31, 1996 and 89,634 shares at
July 31, 1996 125,000 258,335
Subscription receivable, 89,634 shares at July 31, 1996 -- (254,185)
Deficit accumulated during development stage (41,427,726) (40,391,272)
------------ ------------
Total stockholders' equity 8,190,790 6,650,266
--------- ---------
Total liabilities and stockholders' equity $ 10,079,974 $ 8,487,711
============ =========
</TABLE>
See accompanying notes to financial statements.
- 2 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months ended October 31, 1996 and 1995,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
(date of
Three Months Ended inception)
October 31, to
1996 1995 October 31, 1996
------ ------ ----------------
REVENUE:
<S> <C> <C> <C>
Sales $ -- $ -- $ 553,489
Investment income 111,983 34,430 497,237
Other income -- -- 60,103
--------- ------- -----------
TOTAL REVENUE 111,983 34,430 1,110,829
--------- ------- -----------
COSTS AND EXPENSES:
Cost of sales -- -- 336,495
Research and development 850,893 443,724 23,410,283
General and administrative 265,750 166,370 15,971,532
Interest:
Related parties -- 1,153 1,033,960
Others 31,794 30,191 1,786,285
--------- ------- ----------
TOTAL COSTS AND EXPENSES 1,148,437 641,438 42,538,555
---------- ----------
NET LOSS $ (1,036,454) $ (607,008) $ (41,427,726)
=========== ========= ==========
Loss per common share $ (.07) $ (.05) $ (6.71)
============ ========== =============
Weighted average number of shares
outstanding 14,320,871 11,331,955 6,172,774
========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three months ended October 31, 1996 and 1995,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
Three Months Ended (date of inception)
October 31, to
1996 1995 October 31, 1996
---------- ----------- ----------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net Loss $ (1,036,454) (607,008) (41,427,726)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Gain on sale of marketable securities -- -- (25,963)
Depreciation and amortization 13,245 15,466 1,060,474
Loss on disposal of property and
equipment -- -- 18,926
Noncash operating expenses 27,900 15,997 4,915,861
Amortization of deferred compensation -- -- 11,442,000
Amortization of organization costs -- -- 4,590
Changes in assets and liabilities:
Decrease in loan receivable,
related party 112,250 -- --
(Increase) decrease in prepaid expenses (85,551) 17,801 (149,401)
Decrease in other assets 4,334 8,905 8,641
Increase (decrease) in interest payable
related party -- (68,800) 744,539
Increase in accounts payable 186,531 42,789 453,332
Increase in accrued payroll and
expenses, related parties -- 35,148 2,348,145
Increase (decrease) in accrued expenses (110,445) (50,099) 593,281
----------- ---------- ---------
Net cash used in operating activities (888,190) (589,801) (20,013,301)
----------- ---------- -------------
Cash flows from investing activities:
Purchase of marketable equity securities -- -- (290,420)
Proceeds from sale of marketable equity
securities -- -- 316,383
Purchase of property and equipment (13,517) (1,015) (1,055,397)
Patent costs -- -- (97,841)
-------- ------- --------
Net cash used in investing activities (13,517) (1,015) (1,127,275)
-------- ------- -----------
</TABLE>
See accompanying notes to financial statements. (continued)
- 4 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS, Continued
Three months ended October 31, 1996 and 1995,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
Three Months Ended (date of inception)
October 31, to
1996 1995 October 31, 1996
------ ------ ----------------
Cash flows from financing activities:
<S> <C> <C> <C>
Proceeds from short-term borrowings $ -- -- 849,500
Payment of short-term borrowings -- -- (623,500)
Increase in loans payable - related party, net -- -- 2,628,868
Proceeds from bank debt and other long-
term debt, net of deferred debt costs 4,200 -- 2,410,883
Reduction of bank debt and long-term debt (28,547) (78,662) (1,464,106)
Proceeds from common stock to be issued 125,000 108,000 558,358
Proceeds from issuance of common stock and warrants, net -- 2,349,061 21,668,561
Proceeds from exercise of stock options, net 2,424,078 25,000 4,519,478
Proceeds from issuance of convertible debentures -- -- 347,000
---------- ----------- ----------
Net cash provided by financing activities 2,524,731 2,403,399 30,895,042
---------- --------- ----------
Net increase in cash 1,623,024 1,812,583 9,754,466
Cash and cash equivalents at beginning of period 8,131,442 1,398,027 --
--------- ----------- ---------
Cash and cash equivalents at end of period $ 9,754,466 3,210,610 9,754,466
========= ========= =========
Supplemental disclosure of cash flow information -
interest paid $ 43,540 30,844 1,533,268
========= ========= =========
Noncash financing activities:
Issuance of convertible subordinated
debenture for loan payable to officer $ -- -- 2,725,000
========== ========== =========
Issuance of common stock upon the conversion of
convertible subordinated debentures, related party $ -- -- 2,945,000
========== ========== =========
Conversion of short-term borrowings to common stock $ -- -- 226,000
========== ========== =========
Conversion of accrued interest, payroll and expenses by
related parties to stock options $ -- -- 3,194,969
========== ========== =========
Repurchase of stock options from related party $ -- -- (198,417)
========== ========== ==========
Conversion of accrued interest to stock options $ -- -- 142,441
========== ========== =========
Conversion of accounts payable to common stock $ -- -- 77,265
========== ========== =========
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
expenses, related parties to long-term
accrued payroll and other, related party $ -- -- 1,863,514
========== ========== =========
Issuance of common stock upon the conversion of
convertible subordinated debentures, other $ -- -- 127,000
========== ========== =========
</TABLE>
See accompanying notes to financial statements.
- 5 -
<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,
1996 and the results of operations for the three month period ended October 31,
1996 and 1995 and the period from August 24, 1981 (date of inception) to October
31, 1996. The results of operations for the three months ended October 31, 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.
Certain reclassifications to the prior year financial information were
made to conform with the October 31, 1996 presentation.
2. CAPITAL STOCK
-------------
In August 1996, a total of 387,300 stock options were exercised by
related parties resulting in net proceeds of approximately $1,499,000 to the
Company. Of these shares, 10,000 were issued subsequent to October 31, 1996. The
exercise price of the options was $3.87 per share.
In August 1996, the Company issued 10,000 stock options exercisable for
five years as payment for services rendered. An equal portion of these options
vest monthly for one year commencing September 1, 1996. The Company recorded
general and administrative expense of $27,900 which was the fair value on the
date of issuance.
In September 1996, 213,700 stock options were exercised by both related
and unrelated parties resulting in net proceeds of approximately $830,000 to the
Company. Of these shares, 25,000 were issued subsequent to October 31, 1996. The
exercise prices of the options ranged from $3.87 to $4.00 per share.
- 6 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, continued
(Unaudited)
2. CAPITAL STOCK (continued)
-------------------------
On September 13, 1996, the Securities and Exchange Commission declared
effective a registration statement for the offer and sale by certain
stockholders of up to 2,042,506 shares of common stock. Of these shares (i)
1,722,646 were issued in several private placement transactions during the
period October 1995 through April 1996 and in the private placement completed in
June 1996 (the "June 1996 Private Placement"), (ii) 313,800 are issuable upon
exercise of the warrants which were issued in the June 1996 Private Placement,
and (iii) 6,060 were issued to one of the Company's raw material suppliers in
connection with a supply agreement.
Also on September 13, 1996, the Securities and Exchange Commission
declared effective another registration statement for the offer and sale by
certain stockholders of up to 3,767,787 shares of common stock of the Company.
Of these shares (i) an aggregate of 1,951,020 shares were issued to the private
placement investors in the private placement transactions which were completed
during the period from March 1994 through September 1995 (the "Earlier Private
Placements"), (ii) an aggregate of 1,184,451 shares are issuable upon exercise
of the warrants which were issued to the private placement investors in the
Earlier Private Placements, (iii) an aggregate of 622,316 shares may be issued,
or have been issued, upon exercise of options which were issued to the option
holders in certain other private transactions and (iv) up to 10,000 shares may
be issued to the Company's bank upon exercise of the bank warrant issued in
connection with an amendment to the Company's term loan agreement with its bank
(the "Term Loan").
- 7 -
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
------------------------------------
Information contained herein contains "forward-looking statements"
which can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The matters set forth in Exhibit
99.1 to the Company's Annual Report on Form 10-KSB for the fiscal year ended
July 31, 1996, which is incorporated herein by reference, constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to vary materially from the future results indicated in such
forward-looking statements. Other factors could also cause actual results to
vary materially from the future results indicated in such forward-looking
statements.
Results of Operations
Three month periods ended October 31, 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 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, 1996 and 1995.
Investment income for the three months ended October 31, 1996 increased to
$112,000, compared to $34,000 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, 1996 was $851,000 compared to $444,000 for the
same period last year, an increase of $407,000 or 92%. This increase was
primarily due to an increase in costs associated with the purchase of raw
materials for anticipated future production of ONCONASE, manufacturing clinical
supplies of ONCONASE and costs in support of on-going clinical trials, including
the Phase III clinical trials for pancreatic cancer and the Phase II clinical
trial for malignant mesothelioma.
General and Administrative. General and administrative expense for the
three months ended October 31, 1996 was $266,000 compared to $166,000 for the
same period last year, an increase of $100,000 or 60%. This increase was
primarily due to the hiring of additional administrative personnel including the
Company's new president in August 1996 and an increase in public relations
expenses.
- 8 -
<PAGE>
Interest. Interest expense for the three months ended October 31, 1996
was $32,000 compared to $31,000 for the same period last year, an increase of
$1,000 or 3%. This increase was primarily due to an increase in the interest
rate applicable to the Company's Term Loan which was amended effective as of
October 1, 1995.
Net Loss. The Company has incurred net losses during each year since
its inception. The net loss for the three months ended October 31, 1996 was
$1,036,000 as compared to $607,000 for the same period last year. The cumulative
loss from the date of inception, August 24, 1981, to October 31, 1996 amounted
to $41,428,000. 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, 1996, the Company had a net increase in cash
and cash equivalents of $1,623,000, which resulted from net cash provided by
financing activities of $2,525,000, primarily from the issuance of common stock
upon the exercise of stock options in August and September 1996, offset by the
purchase of property and equipment of $14,000 and net cash used in operating
activities of $888,000.
The Company's Term Loan agreement with its bank matures on August 31, 1997.
The entire principal amount outstanding on the Term Loan as of October 31, 1996
was reflected as a current liability. This is the primary reason for a
significant increase in current liabilities as of October 31, 1996 compared to
July 31, 1996 and a significant decrease in long-term debt as of October 31,
1996 compared to July 31, 1996. 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, use its current cash resources or raise sufficient
equity to pay off the unpaid balance. However, there can be no assurance that
the Company will have sufficient cash resources available at that time, that it
will be able to raise sufficient equity or that it will be able to successfully
conclude a refinancing.
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. The Company is in discussion with several potential
collaborative partners for further developments 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 clinical trials. The Company believes that its
cash and cash equivalents as of October 31, 1996 will be sufficient to meet its
anticipated cash needs for approximately the next two years. To date, a
significant portion of the Company's financing has been through private
placements of common stock and warrants, the issuance of common stock for
services rendered, debt financing
- 9 -
<PAGE>
and financing provided by the Company's 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 agreement 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 Chief Executive Officer 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 the Company's Chief Executive Officer, as pledgor, 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 December 5, 1996, the Company's Common Stock commenced trading on
the NASDAQ Smallcap Market Securities System under the symbol "ACEL."
- 10 -
<PAGE>
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
Exhibit Incorporation
No. Item Title 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 Form of Stock and Warrant Purchase Agreements used in
private placements completed April 1996 and June 1996 ##
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 various 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 *****
</TABLE>
- 11 -
<PAGE>
<TABLE>
<CAPTION>
10.13 Debt Conversion Agreement dated March 30, 1994 with
<S> <C> <C>
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 Amendment No. 1 dated June 20, 1994 to Option Agreement
dated March 30, 1994 with Kuslima Shogen ****
10.19 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 ****
10.20 Second Pledge Agreement dated June 17, 1994 by and among
the Company, Kuslima Shogen and First Fidelity Bank, N.A.,
New Jersey ****
10.21 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Kuslima Shogen *****
10.22 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Stanislaw Mikulski *****
10.23 Form of Stock and Warrant Purchase Agreement and Warrant
Agreement used in Private Placement completed on September
13, 1994 +
10.24 Form of Subscription Agreements and Warrant Agreement
used in Private Placements closed in October 1994 and
September 1995. +
10.25 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 ~
10.26 Amended and Restated Term Note dated as of October 1, 1995
issued by the Company to First Fidelity Bank, N.A. New
Jersey ~
10.27 Warrant dated as of October 1, 1995 issued by the Company
to First Fidelity Bank, N.A. New Jersey ~
27.1 Financial Data Schedule ###
99.1 Factors to Consider in Connection with Forward-Looking
Statements +++
- 12 -
</TABLE>
<PAGE>
* 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, 1996 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.
# 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. 333-11575) and incorporated herein by reference
thereto.
### Filed herewith.
(b) Reports on Form 8-K.
None.
- 13 -
<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)
December 16, 1996 /s/ GAIL E. FRASER
Date Gail E. Fraser
Vice President, Finance and
Chief Financial Officer (Principal
Accounting Officer and Principal
Financial Officer)
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Alfacell
Corporation Balance Sheet as of October 31, 1996 and the Statements of
Operations for the three months ended October 31, 1996 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-31-1996
<CASH> 9,754,466
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,903,867
<PP&E> 828,333
<DEPRECIATION> 695,430
<TOTAL-ASSETS> 10,079,974
<CURRENT-LIABILITIES> 1,868,963
<BONDS> 0
0
0
<COMMON> 14,515
<OTHER-SE> 49,604,001
<TOTAL-LIABILITY-AND-EQUITY> 10,079,974
<SALES> 0
<TOTAL-REVENUES> 111,983
<CGS> 0
<TOTAL-COSTS> 1,116,643
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,794
<INCOME-PRETAX> (1,036,454)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,036,454)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,036,454)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
