UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 31, 1999 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 (I.R.S. Employer
incorporation or organization) Identification No.)
225 Belleville Avenue, Bloomfield, New Jersey 07003
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (973) 748-8082
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Shares of Common Stock, $.001 par value outstanding as of December 10, 1999:
17,341,194
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
October 31, 1999 and July 31, 1999
<TABLE>
<CAPTION>
October 31,
1999 July 31,
ASSETS (Unaudited) 1999
------ ------------ -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 821,470 $ 1,383,133
Other assets 151,261 146,708
------------ ------------
Total current assets 972,731 1,529,841
------------ ------------
Property and equipment, net of accumulated depreciation and amortization
of $969,584 at October 31, 1999 and $944,830 at July 31, 1999 174,053 198,807
------------ ------------
Total assets $ 1,146,784 $ 1,728,648
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,691 $ 6,727
Accounts payable 277,927 186,071
Accrued expenses 751,069 778,650
------------ ------------
Total current liabilities 1,033,687 971,448
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value
Authorized and unissued, 1,000,000 shares at October 31, 1999
and July 31, 1999 -- --
Common stock $.001 par value
Authorized 40,000,000 shares at October 31, 1999 and July 31, 1999;
Issued and outstanding 17,341,194 shares at October 31, 1999
and 17,286,594 shares at July 31, 1999 17,341 17,286
Capital in excess of par value 55,764,273 55,694,195
Deficit accumulated during development stage (55,668,517) (54,954,281)
------------ ------------
Total stockholders' equity 113,097 757,200
------------ ------------
Total liabilities and stockholders' equity $ 1,146,784 $ 1,728,648
============ ============
See accompanying notes to financial statements.
</TABLE>
-2-
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months ended October 31, 1999 and 1998,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
Three Months Ended (Date of Inception)
October 31, to
1999 1998 October 31, 1999
------------ ------------ ----------------
<S> <C> <C> <C>
REVENUE:
Sales $ -- -- 553,489
Investment income 14,953 61,398 1,322,973
Other income -- -- 60,103
------------ ------------ ------------
TOTAL REVENUE 14,953 61,398 1,936,565
------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales -- -- 336,495
Research and development 571,908 595,204 34,660,537
General and administrative 156,392 201,568 19,671,452
Interest:
Related parties -- -- 1,033,960
Others 889 374 1,902,638
------------ ------------ ------------
TOTAL COSTS AND EXPENSES 729,189 797,146 57,605,082
------------ ------------ ------------
NET LOSS $ (714,236) (735,748) (55,668,517)
============ ============ ============
Loss per basic and diluted common share $ (.04) (.04) (7.00)
============ ============ ============
Weighted average number of shares outstanding 17,330,140 17,252,119 7,947,221
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three months ended October 31, 1999 and 1998,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
Three Months Ended (Date of Inception)
October 31, to
1999 1998 October 31, 1999
----------- ------------ ------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (714,236) (735,748) (55,668,517)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on sale of marketable securities -- -- (25,963)
Depreciation and amortization 24,754 25,321 1,348,849
Loss on disposal of property and equipment -- -- 18,926
Noncash operating expenses 43,557 49,769 5,416,029
Amortization of deferred compensation -- -- 11,442,000
Amortization of organization costs -- -- 4,590
Changes in assets and liabilities:
Increase in other current assets (4,553) (56,108) (151,261)
Decrease in other assets -- -- 36,184
Increase in interest payable-related party -- -- 744,539
(Decrease) increase in accounts payable 118,432 (264,241) 498,399
Increase in accrued payroll and
expenses, related parties -- -- 2,348,145
(Decrease) increase in accrued expenses (27,581) (305,290) 1,292,582
----------- ----------- -----------
Net cash used in operating activities (559,627) (1,286,297) (32,695,498)
----------- ----------- -----------
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 -- -- (1,369,261)
Patent costs -- -- (97,841)
----------- ----------- -----------
Net cash used in investing activities -- -- (1,441,139)
----------- ----------- -----------
</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, 1999 and 1998,
and the Period from August 24, 1981
(Date of Inception) to October 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
August 24, 1981
Three Months Ended (Date of Inception)
October 31, to
1999 1998 October 31, 1999
------------ ------------ ----------------
<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 party, net -- -- 2,628,868
Proceeds from bank debt and other long-
term debt, net of deferred debt costs -- -- 2,410,883
Reduction of bank debt and long-term debt (2,036) (2,211) (2,920,764)
Proceeds from issuance of common stock, net -- (621) 26,805,447
Proceeds from exercise of stock options and warrants, net -- -- 5,460,673
Proceeds from issuance of convertible debentures -- -- 347,000
------------ ------------ -----------
Net cash (used in) provided by financing activities (2,036) (2,832) 34,958,107
------------ ------------ -----------
Net (decrease) increase in cash and cash equivalents (561,663) (1,289,129) 821,470
Cash and cash equivalents at beginning of period 1,383,133 5,099,453 --
------------ ------------ -----------
Cash and cash equivalents at end of period $ 821,470 3,810,324 821,470
============ ============ ===========
Supplemental disclosure of cash flow information -
interest paid $ 889 374 1,649,622
============ ============ ===========
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 $ 26,576 10,425 220,562
============ ============ ===========
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
============ ============ ===========
Issuance of common stock for services rendered $ -- -- 2,460
============ ============ ===========
</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,
1999 and the results of operations for the three month periods ended October 31,
1999 and 1998 and the period from August 24, 1981 (date of inception) to October
31, 1999. The results of operations for the three months ended October 31, 1999
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.
Effective August 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive income
and its components. The net loss of $714,000 and $736,000, recorded for the
three months ended October 31, 1999 and 1998, respectively, is equal to the
comprehensive loss for those periods.
The Company has reported net losses since its inception. Also, the Company
has limited liquid resources. The report of the Company's independent auditors
on the Company's July 31, 1999 financial statements included an explanatory
paragraph which states that the Company's recurring losses and limited liquid
resources raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements at July 31 or October 31, 1999 do not
include any adjustments that might result from the outcome of this uncertainty.
2. EARNINGS (LOSS) PER COMMON SHARE
"Basic" earnings (loss) per common share equals net income (loss) divided
by weighted average common shares outstanding during the period. "Diluted"
earnings (loss) per common share equals net income divided by the sum of
weighted average common shares outstanding during the period plus common stock
equivalents. The Company's Basic and Diluted per share
-6-
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, continued
(Unaudited)
2. EARNINGS (LOSS) PER COMMON SHARE, continued
amounts are the same since the assumed exercise of stock options and warrants
are all anti- dilutive. The amount of options and warrants excluded from the
calculation was 5,665,715 and 5,970,944 at October 31, 1999 and 1998,
respectively.
3. CAPITAL STOCK
In August 1999, the Company issued 40,000 shares of common stock for
payment of services rendered. The fair value of the common stock in the amount
of $18,400 was charged to operations.
In September 1999, the Company issued 14,600 shares of common stock for
payment of legal services. The fair value of the common stock in the amount of
$8,176 was charged to operations.
-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-K for the fiscal year ended July
31, 1999, 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, 1999 and 1998
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 focuses most of its productive and financial
resources on the development of ONCONASE and as such has not had any sales in
the three months ended October 31, 1999 and 1998. Investment income for the
three months ended October 31, 1999 was $15,000 compared to $61,000 for the same
period last year, a decrease of $46,000. This decrease was due to lower balances
of cash and cash equivalents.
Research and Development. Research and development expense for the three
months ended October 31, 1999 was $572,000 compared to $595,000 for the same
period last year, a decrease of $23,000 or 4%. This decrease was due to a
decrease in costs in support of on-going clinical trials for ONCONASE, primarily
due to the completion of the patient enrollment of the Phase III clinical trial
for malignant mesothelioma, and a decrease in personnel costs offset by an
increase in expenses for preparation of a Pre-NDA meeting with the FDA and an
increase in expenses associated with new patent and trademark applications.
General and Administrative. General and administrative expense for the
three months ended October 31, 1999 was $156,000 compared to $202,000 for the
same period last year, a decrease of $46,000 or 23%. This decrease was primarily
due to decreases in administrative personnel costs and public relations
expenses.
- 8 -
<PAGE>
Net Loss. The Company has incurred net losses during each year since its
inception. The net loss for the three months ended October 31, 1999 was $714,000
as compared to $736,000 for the same period last year. The cumulative loss from
the date of inception, August 24, 1981 to October 31, 1999, amounted to
$55,669,000. 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, 1999, the Company had a net decrease in cash
and cash equivalents of $562,000, which resulted primarily from net cash used in
operating activities of $560,000. Total cash resources as of October 31, 1999
were $821,000 compared to $1,383,000 at July 31, 1999.
The Company's current liabilities as of October 31, 1999 were $1,034,000
compared to $971,000 at July 31, 1999, an increase of $63,000. The increase was
primarily due to an increase in expenses for preparation of a Pre-NDA meeting
with the FDA.
Until the Company's operations generate significant revenues, cash reserves
will continue to fund operations. 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 stock options exercised and services
rendered, debt financing and financing provided by the Company's Chief Executive
Officer. The Company believes that its cash and cash equivalents as of October
31, 1999 will be sufficient to meet its anticipated cash needs through January
2000. The report of the Company's independent auditors on the Company's July 31,
1999 financial statements included an explanatory paragraph which states that
the Company's recurring losses and limited liquid resources raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements at July 31 or October 31, 1999 do not include any adjustments that
might result from the outcome of this uncertainty.
The Company's continued operations will depend on its ability to raise
additional funds through various potential sources such as equity and debt
financing, collaborative agreements, strategic alliances, sale of tax loss
carryforwards and research and development tax credits and revenues from the
commercial sale of ONCONASE, however there can be no assurance that such
additional funds will become available. The Company is in the process of
analyzing the Phase III data of its clinical trial for unresectable malignant
mesothelioma in preparation for a Pre-NDA meeting with the FDA and will continue
to incur costs in conjunction with such meeting. The Company is currently in
discussion with several potential strategic alliance partners for further
development and marketing of ONCONASE and the other potential new products in
the Company's pipeline, however there can be no assurance that any such
alliances will materialize. The ability of the Company to raise additional
capital through the sale of its securities will primarily be dependent on the
outcome of the Phase III clinical trial for unresectable malignant
- 9 -
<PAGE>
mesothelioma. However, the ability to raise funding at that time maybe dependent
upon other factors including without limitation, market conditions, and there
can be no assurance that such funds will be available.
New Jersey has enacted legislation permitting certain New Jersey
corporations to sell tax loss carryforwards and research and development credits
(the "NOLs"). The Company has state NOLs available for sale. In October 1999,
the Company was notified by the state that it has qualified to sell its NOLs.
The Company had secured a buyer of its NOLs and expects to receive net proceeds
of approximately $755,000 by January 2000. However, there can be no assurance
that such funds will be available in a timely manner. If this $755,000 is
received it should provide the Company with sufficient cash to fund its
operations through April 2000.
The Company's Common Stock was delisted from The Nasdaq SmallCap Market
effective at the close of business April 27, 1999 for failing to meet the
minimum bid price requirements set forth in the NASD Marketplace Rules. As of
April 28, 1999, the Company's Common Stock was traded on the OTC Bulletin Board
under the symbol "ACEL". Delisting of the Company's Common Stock from Nasdaq,
could have a material adverse effect on the Company including its ability to
raise additional capital, stockholder liquidity and price of the Company's
Common Stock.
The market price of the Company's common stock is volatile, and the price
of the stock could be dramatically affected one way or another depending on
numerous factors. The market price of the Company's common stock could also be
materially affected by the results of the Phase III clinical trial for
unresectable malignant mesothelioma.
Year 2000
The Company has completed the review and upgrade of its business systems,
including its computer systems and computer controlled equipment for its Year
2000 compliance. The Company has determined that its suppliers and vendors had
identified and addressed the problems that their systems may face in correctly
interpreting and processing date information as the Year 2000 approaches and is
reached. While there may be other areas that may affect the Company's operations
upon commercialization of the Company's products under development, the Company
has identified three major areas where Year 2000 compliance is critical for the
normal functioning of the Company's business: Business and Accounting Computer
Systems, Clinical Data Management Systems and Product Manufacturing Systems.
Business and Accounting Computer Systems
The Company utilizes standard, widely-available software packages to
perform its word processing, spreadsheet and accounting duties. The Company had
completed the upgrade of its Business and Accounting Computer Systems to ensure
Year 2000 compliance. While it appears that the Company's systems are Year 2000
compliant, there is no assurance at this time that its
-10-
<PAGE>
systems will perform without error during the transition of the Year 2000. Since
the risks of an erroneous transition are minimal, the Company has not created a
contingency plan for these systems.
Clinical Data Management Systems
The Company utilizes the services of an outside vendor to handle all of its
data management needs with regard to collection and reporting of its clinical
trial data. This vendor has completed the testing of its computer system for
Year 2000 compliance. While it appears that the computer systems utilized to
process the Company's clinical trial data are Year 2000 compliant,
non-compliance could have a material adverse impact on the Company's ability to
process the data in a timely manner for submission to the FDA, if necessary.
Since the likelihood of non-compliance is minimal, the Company has not created a
contingency plan for these systems at this time.
Product Manufacturing Systems
The Company utilizes the services of outside suppliers to manufacture
ONCONASE and perform many of the FDA-required related testing of such product.
These suppliers reported that they are in the process of completing their Year
2000 programs. However, there can be no assurance that these suppliers'
remediation efforts will effectively address all of their Year 2000 problems.
Due to regulatory restrictions, the Company does not believe it would be
feasible to locate and retain the services of alternate suppliers at this time.
However, if during the first half of 2000, it became apparent that a supplier
would not be able to support commercialization of ONCONASE, if approved by the
FDA, the Company will then undergo the expense of transferring its manufacturing
processes to alternate suppliers. While the Company believes that alternate
suppliers are available for the manufacture of ONCONASE, there can be no
assurance that the Company can complete the transition to a new supplier in a
timely manner.
Year 2000 Summary
The Company has determined that Year 2000 compliance should not have a
material adverse effect on the Company, including the Company's financial
condition, results of operations or cash flow. The Company estimates the
remaining cost to address its Year 2000 issues to be approximately $5,000. The
total cost estimate is based on management's current assessment and is subject
to change.
The Company may encounter problems with vendors and suppliers which could
adversely affect the Company's financial condition, results of operations or
cash flow. The Company cannot accurately predict the occurrence and or outcome
of any such problems, nor can the cost of such problems be estimated. In
addition, there can be no assurance that the failure to ensure Year 2000
compliance by a third party would not have a material effect on the Company.
-11-
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II. OTHER INFORMATION
Item 2. (c) Recent Sales of Unregistered Securities
In August 1999, the Company converted an $18,400 account payable into
40,000 shares of Common Stock in a private transaction effected in accordance
with the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") contained in Section 4(2) of the
Securities Act.
In September 1999, the Company converted an $8,176 account payable into
14,600 shares of Common Stock in a private transaction effected in accordance
with the exemption from the registration requirements of the Securities Act
contained in Section 4(2) of the Securities Act.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
<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 #
3.4 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 Agreement - 225 Belleville Avenue, Bloomfield, New
Jersey ###
10.3 Form of Stock Purchase Agreement and Certificate used in
connection with various private placements ***
10.4 Form of Stock and Warrant Purchase Agreement and Warrant
Agreement used in Private Placement completed on March 21,
1994 ***
10.5 The Company's 1993 Stock Option Plan and Form of Option
Agreement *****
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
10.6 Debt Conversion Agreement dated March 30, 1994 with Kuslima
Shogen ****
10.7 Accrued Salary Conversion Agreement dated March 30, 1994
with Kuslima Shogen ****
10.8 Accrued Salary Conversion Agreement dated March 30, 1994
with Stanislaw Mikulski ****
10.9 Debt Conversion Agreement dated March 30, 1994 with John
Schierloh ****
10.10 Option Agreement dated March 30, 1994 with Kuslima Shogen ****
10.11 Option Agreement dated March 30, 1994 with Kuslima Shogen ****
10.12 Amendment No. 1 dated June 20, 1994 to Option Agreement
dated March 30, 1994 with Kuslima Shogen ****
10.13 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Kuslima Shogen *****
10.14 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Stanislaw Mikulski *****
10.15 Form of Stock and Warrant Purchase Agreement and Warrant
Agreement used in Private Placement completed on September
13, 1994 +
10.16 Form of Subscription Agreements and Warrant Agreement used
in Private Placements closed in October 1994 and September
1995 #
10.17 1997 Stock Option Plan ###
10.18 Separation Agreement with Michael C. Lowe dated as of
October 9, 1997 ++
10.19 Form of Subscription Agreement and Warrant Agreement used
in Private Placement completed on February 20, 1998 +++
10.20 Form of Warrant Agreement issued to the Placement Agent in
connection with the Private Placement completed on February
20, 1998 +++
10.21 Placement Agent Agreement dated December 15, 1997 +++
27.1 Financial Data Schedule #####
99.1 Factors to Consider in Connection with Forward-Looking ####
Statements
* 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.
</TABLE>
-13-
<PAGE>
** 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-Q for the quarter ended October 31, 1997 and incorporated herein by
reference thereto.
+++ Previously filed as exhibits to the Company's Quarterly Report on Form
10-Q for the quarter ended January 31, 1998 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.
### Previously filed as exhibits to the Company's Quarterly Report on Form
10-QSB for the quarter ended April 30, 1997 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, 1999 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)
December 14, 1999 /s/ KUSLIMA SHOGEN
----------------------------------------
Kuslima Shogen, Chief Executive
Officer, Acting Chief Financial
Officer (Principal Executive Officer,
Principal Accounting Officer) and
Chairman of the Board
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Alfacell Corporation Balance Sheet as of October 31, 1999 and the Statements of
Operations for the three months ended October 31, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jul-31-2000
<PERIOD-END> Oct-31-1999
<CASH> $821,470
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 972,731
<PP&E> 1,143,637
<DEPRECIATION> 969,584
<TOTAL-ASSETS> 1,146,784
<CURRENT-LIABILITIES> 1,033,687
<BONDS> 0
0
0
<COMMON> 17,341
<OTHER-SE> 95,756
<TOTAL-LIABILITY-AND-EQUITY> 1,146,784
<SALES> 0
<TOTAL-REVENUES> 14,953
<CGS> 0
<TOTAL-COSTS> 728,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 889
<INCOME-PRETAX> (714,236)
<INCOME-TAX> 0
<INCOME-CONTINUING> (714,236)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (714,236)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>