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
JANUARY 31, 1997 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 March 6, 1997: 14,577,543
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
January 31, 1997 and July 31, 1996
<TABLE>
<CAPTION>
January 31, July 31,
ASSETS 1997 1996
------ ----- ----
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 8,546,686 $ 8,131,442
Loan receivable, related party - 112,250
Prepaid expenses 121,784 63,850
---------- -----------
Total current assets 8,668,470 8,307,542
---------- ---------
Property and equipment, net of accumulated depreciation and amortization
of $707,001 at January 31, 1997 and $688,325 at July 31, 1996 244,439 127,930
-------- -------
Other assets:
Deferred debt costs, net 10,959 20,362
Other 22,462 31,877
------ ------
Total other assets 33,421 52,239
------- -------
Total assets $ 8,946,330 $ 8,487,711
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,419,573 $ 86,936
Accounts payable 239,068 189,536
Accrued expenses 51,632 162,213
------- -------
Total current liabilities 1,710,273 438,685
Long-term debt, less current portion 20,049 1,398,760
------------ ---------
Total liabilities 1,730,322 1,837,445
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value.
Authorized and unissued, 1,000,000 shares
at January 31, 1997 and July 31, 1996 - -
Common stock, $.001 par value.
Authorized 25,000,000 shares January 31, 1997; Issued and
outstanding 14,577,843 shares at January 31,
1997 and 13,859,209 shares at July 31, 1996 14,577 13,859
Capital in excess of par value 49,674,886 47,023,529
Common stock to be issued, 89,634 shares at July 31, 1996 - 258,335
Subscription receivable, 89,634 shares at July 31, 1996 (254,185)
Deficit accumulated during development stage (42,473,455) (40,391,272)
------------ ------------
Total stockholders' equity 7,216,008 6,650,266
--------- ---------
Total liabilities and stockholders' equity $ 8,946,330 $ 8,487,711
</TABLE>
See accompanying notes to financial statements.
- 2 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months and six months ended
January 31, 1997 and 1996 and the
Period from August 24, 1981
(Date of Inception) to January 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
(Date of
Three Months Ended Six Months Ended Inception)
January 31, January 31, To
1997 1996 1997 1996 January 31, 1997
---- --- ---- ----- ----------------
REVENUE:
<S> <C> <C> <C> <C> <C>
Sales $ - $ - $ - $ - 553,489
Investment income 117,065 40,050 229,048 74,480 614,302
Other income - - - - 60,103
TOTAL REVENUE 117,065 40,050 229,048 74,480 1,227,894
-------- ------ ------- --------- -------------
COSTS AND EXPENSES:
Cost of sales - - - - 336,495
Research and development 842,868 577,276 1,693,761 1,021,000 24,253,151
General and administrative 288,677 258,119 554,427 424,489 16,260,209
Interest:
Related parties - 603 - 1,756 1,033,960
Others 31,249 35,121 63,043 65,312 1,817,534
------ ------ ------ ------- ---------
TOTAL COSTS AND EXPENSES 1,162,794 871,119 2,311,231 1,512,557 43,701,349
--------- ---------- ------------ --------- ----------
NET LOSS $ (1,045,729) $ (831,069) $ (2,082,183) $(1,438,077) $ (42,473,455)
------------- -------------- -------------- ------------ -----------
Loss per common share $ ( .07) $ (.07) $ (.14) $ (.12) $ (6.98)
---------- ---------- ---------- --------- ---------------
Weighted average number of shares
outstanding 14,567,821 11,662,304 14,444,346 11,497,130 6,081,180
-------------- ---------- ------------ ---------- ------------
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six months ended January 31, 1997
and 1996 and the Period from
August 24, 1981
(Date of Inception) to January 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended August 24, 1981
January 31, (Date of inception)
1997 1996 January 31, 1997
---- ---- ----------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net Loss $ (2,082,183) (1,438,077) (42,473,455)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on sale of marketable securities - - (25,963)
Depreciation and amortization 29,517 45,150 1,076,746
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 (57,934) 18,418 (121,784)
(Increase) decrease in other assets 9,415 (9,718) 13,722
Increase (decrease) in interest payable, related party - (93,150) 744,539
Increase in accounts payable 49,532 110,209 316,333
Increase (decrease) in accrued payroll and expenses,
related parties - (72,880) 2,348,145
Increase (decrease) in accrued expenses (110,581) (21,601) 593,145
--------- -------- --------
Net cash used in operating activities (2,022,084) (1,445,652) (21,147,195)
----------- ----------- ------------
Cash flows from investing activities:
Purchase of marketable securities - - (290,420)
Proceeds from sale of marketable equity securities - - 316,383
Purchase of property and equipment (136,623) (5,169) (1,178,503)
Patent costs - - (97,841)
Net cash used in investing activities (136,623) (5,169) (1,250,381)
--------- ------- -----------
</TABLE>
See accompanying notes to financial statements.
(continued)
- 4 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (continued)
Six months ended January 31, 1997
and 1996 and the Period from
August 24, 1981
(Date of Inception) to January 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended August 24, 1981
January 31, (Date of inception)
1997 1996 January 31, 1997
---- ---- ----------------
Cash flows from financing activities:
<S> <C> <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 (50,274) (99,388) (1,485,833)
Proceeds from common stock to be issued - - 433,358
Proceeds from issuance of common stock
and warrants, net - 2,727,519 21,678,561
Proceeds from exercise of stock options and
warrants, net 2,620,025 36,560 4,705,425
Proceeds from issuance of convertible debentures - - 347,000
--------- ---------- ----------
Net cash provided by financing activities 2,573,951 2,664,691 30,944,262
----------- ----------- -----------
Net increase in cash 415,244 1,213,870 8,546,686
Cash and cash equivalents at beginning of period 8,131,442 1,398,027 -
--------- --------- ---------
Cash and cash equivalents at end of period $ 8,546,686 2,611,897 8,546,686
--------- --------- ---------
Supplemental disclosure of cash flow information -
interest paid $ 74,790 64,890 1,564,518
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 January 31, 1997; the results of operations for the six month periods
ended January 31, 1997, and 1996; and the period August 24, 1981 (date of
inception) to January 31, 1997. The results of operations for the six
months ended January 31, 1997 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 January 31, 1997 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. The exercise price of the options was $3.87 per share.
In August 1996, the Company issued 10,000 stock options with an
exercise price of $4.69 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. The exercise prices of the options ranged from $3.87 to
$4.00 per share.
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.
- 6 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. CAPITAL STOCK (continued)
-----------------------------
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 March 1994 through September 1995
(the "Earlier Private Placements"), (ii) an aggregate of 1,184,451 shares
are issuable upon the 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 warrant issued to the bank in
connection with an amendment to the Company's term loan agreement with its
bank (the "Term Loan").
In November and December 1996, 26,000 stock options and 2,000 warrants
were exercised by both related and unrelated parties resulting in net
proceeds of approximately $84,000 to the Company. The exercise prices of
the options ranged from $2.45 to $3.12 per share and the exercise price of
the warrants was $5.00 per share.
- 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 Exhibit 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 and six month periods ended January 31, 1997 and 1996
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 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 six month period ended
January 31, 1997 and 1996. Investment income for the six months ended
January 31, 1997 increased to $229,000, compared to $74,000 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 January 31, 1997 was $843,000 compared to $577,000 for the
same period last year, an increase of $266,000 or 46%. Research and
development expense for the six months ended January 31, 1997 was
$1,694,000 compared to $1,021,000 for the same period last year, an
increase of $673,000 or 66%. These increases were primarily due to hiring
of additional laboratory personnel, increases 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 January 31, 1997 was $289,000 compared to $258,000 for
the same period last year, an increase of $31,000 or 12%. General and
administrative expense for the six months ended January 31, 1997 was
$554,000 compared to $424,000 for the same period last year, an increase of
$130,000 or 31%. These increases were primarily due to the hiring of
additional personnel including the Company's new president in August 1996
and an increase in public relations expenses offset by a reduction in
amortization expense on the Company's Term Loan costs.
- 8 -
<PAGE>
Interest. Interest expense for the three months ended January 31, 1997
was $31,000 compared to $36,000 for the same period last year, a decrease
of $5,000 or 14%. Interest expense for the six months ended January 31,
1997 was $63,000 compared to $67,000 for the same period last year, a
decrease of $4,000 or 6%. These decreases were primarily due to a reduction
in the principal balance of the Company's Term Loan which was amended
effective as of October 31, 1995 and a reduction in related and unrelated
party payables.
Net Loss. The Company has incurred net losses during each year since
its inception. The net loss for the three months ended January 31, 1997 was
$1,046,000 compared to $831,000 for the same period last year, an increase
of $215,000 or 26%. The net loss for the six months ended January 31, 1997
was $2,082,000 as compared to $1,438,000 for the same period last year, an
increase of $644,000 or 45%. The cumulative loss from the date of
inception, August 24, 1981 to January 31, 1997 amounted to $42,473,000.
Such losses are attributable to the fact that the Company is still in the
development stage and accordingly has not derived sufficient revenues from
the operations to offset the development stage expenses.
Liquidity and Capital Resources
Alfacell has financed its operations since inception primarily through
equity and debt financing and interest income. During the six months ended
January 31, 1997, the Company had a net increase in cash and cash
equivalents of $415,000, which resulted from net cash provided by financing
activities of $2,574,000, primarily from the issuance of common stock upon
the exercise of stock options during August through December 1996, offset
by the purchase of property and equipment of $137,000 and net cash used in
operating activities of $2,022,000.
The Company's Term Loan with its bank matures on August 31, 1997. The
entire principal amount outstanding on the Term Loan as of January 31, 1997
was reflected as a current liability. This is the primary reason for a
significant increase in current liabilities as of January 31, 1997 compared
to July 31, 1996 and a significant decrease in long-term debt as of January
31, 1997 compared to July 31, 1996. The Company estimates that the
outstanding balance on August 31, 1997 will be $1,369,000. At that time,
the Company intends to either refinance the Term Loan, or 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 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 clinical trials. The
Company believes that its cash and cash equivalents as of January 31, 1997
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
exercise of stock options, debt financing 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.
- 9 -
<PAGE>
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, or
(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
sales 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 by the Company or right to
purchase any shares of the Company's stock if the result of such issuance
or purchase would be to decrease the ratio of the market value of the stock
pledged to the bank by the Chief Executive Officer 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.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
--------------------------
Item 2. (c) Recent Sales of Unregistered Securities
On December 4, 1996, 2,000 warrants received in connection with the Earlier
Private Placements were exercised to purchase Common Stock, for an aggregate
consideration of $10,000. This transaction was consummated as a private sale
pursuant to section 4 (2) of the Securities Act of 1933, as amended.
Item 4. Submission of Matters to a Vote of Security Holders
(a) An annual meeting of stockholders was held on November 21, 1996.
(b) The directors elected at the annual meeting were Kuslima Shogen,
Michael C. Lowe, Gail E. Fraser, Robert R. Henry, Stanislaw M. Mikulski,
Allen Siegel and Alan Bell.
(c) The matters voted upon at the annual meeting and the results of
the voting are set forth below. Broker non-votes were not applicable. All
of such matters were approved by the stockholders.
(i) The stockholders voted 10,864,118 shares in favor and
withheld 58,200 shares with respect to the election of Kuslima Shogen
as a director; 10,867,318 in favor and withheld 55,000 with respect to
the election of Michael C. Lowe, as a director; 10,863,318 shares in
favor and withheld 59,000 shares with respect to the election of Gail
E. Fraser as a director; 10,867,318 shares in favor and withheld
55,000 shares with respect to the election of Robert R. Henry as a
director; 10,867,118 shares in favor and withheld 55,200 shares with
respect to the election of Stanislaw Mikulski as a director;
10,860,853 shares in favor and withheld 61,465 shares with respect to
the election of Allen Siegel as a director; and 10,861,553 shares in
favor and withheld 60,765 shares with respect to the election of Alan
Bell as a director;
(ii) The stockholders voted 10,864,640 shares in favor and 41,964
shares against a proposal to select KPMG Peat Marwick LLP to audit the
Company's financial statements for the fiscal year ending July 31,
1997. 15,714 shares abstained from voting on this proposal.
- 11 -
<PAGE>
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 *****
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 ****
- 12 -
<PAGE>
Exhibit No.
or
Exhibit Incorporation
No. Item Title by Reference
--- ---------- ------------
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 ###
- 13 -
<PAGE>
Exhibit No.
or
Exhibit Incorporation
No. Item Title by Reference
--- ---------- ------------
99.1 Factors to Consider in Connection with Forward-
Looking Statements +++
</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 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.
- 14 -
<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)
March 17, 1997 /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 from
the Alfacell Corporation Balance Sheet as of January 31, 1997 and the
Statements of Operations for the six months ended January 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<CASH> $8,546,686
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,668,470
<PP&E> 951,440
<DEPRECIATION> 707,001
<TOTAL-ASSETS> 8,946,330
<CURRENT-LIABILITIES> 1,710,273
<BONDS> 0
0
0
<COMMON> 14,577
<OTHER-SE> 7,201,431
<TOTAL-LIABILITY-AND-EQUITY> 8,946,330
<SALES> 0
<TOTAL-REVENUES> 229,048
<CGS> 0
<TOTAL-COSTS> 2,248,188
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63,043
<INCOME-PRETAX> (2,082,183)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,082,183)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,082,183)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
