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
April 30, 2000 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 June 12, 2000:
18,431,559
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
April 30, 2000 and July 31, 1999
<TABLE>
<CAPTION>
April 30,
2000 July 31,
ASSETS (Unaudited) 1999
---------- ----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 895,134 $1,383,133
Other assets 165,853 146,708
---------- ----------
Total current assets 1,060,987 1,529,841
---------- ----------
Property and equipment, net of accumulated depreciation and amortization
of $1,016,057 at April 30, 2000 and $944,830 at July 31, 1999 127,580 198,807
---------- ----------
Total assets $1,188,567 $1,728,648
========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 464 $ 6,727
Accounts payable 246,577 186,071
Accrued expenses 742,840 778,650
---------- ----------
Total current liabilities 989,881 971,448
---------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value
Authorized and unissued, 1,000,000 shares at April 30, 2000
and July 31, 1999 -- --
Common stock $.001 par value
Authorized 40,000,000 shares at April 30, 2000 and July 31, 1999;
Issued and outstanding 18,421,559 shares at April 30, 2000
and 17,286,594 shares at July 31, 1999 18,421 17,286
Capital in excess of par value 56,552,693 55,694,195
Deficit accumulated during development stage (56,372,428) (54,954,281)
---------- ----------
Total stockholders' equity 198,686 757,200
---------- ----------
Total liabilities and stockholders' equity $1,188,567 $1,728,648
========== ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months and nine months ended April 30, 2000 and 1999,
and the Period from August 24, 1981
(Date of Inception) to April 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended August 24, 1981
April 30, April 30, (Date of Inception)
to
2000 1999 2000 1999 April 30, 2000
------------ ------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
REVENUE:
Sales $ -- $ -- $ -- $ -- $ 553,489
Investment income 12,986 32,055 39,206 140,847 1,347,226
Other income -- -- -- -- 60,103
------------ ------------ ------------ ------------ ------------
TOTAL REVENUE 12,986 32,055 39,206 140,847 1,960,818
------------ ------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales -- -- -- -- 336,495
Research and development 602,807 543,922 1,767,128 1,804,115 35,855,757
General and administrative 137,497 199,796 443,479 662,359 19,958,539
Interest:
Related parties -- -- -- -- 1,033,960
Others 872 739 2,600 1,432 1,904,349
------------ ------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 741,176 744,457 2,213,207 2,467,906 59,089,100
------------ ------------ ------------ ------------ ------------
NET (LOSS) BEFORE STATE TAX
BENEFIT $ (728,190) $ (712,402) $ (2,174,001) $ (2,327,059) $(57,128,282)
STATE TAX BENEFIT -- -- 755,854 -- 755,854
------------ ------------ ------------ ------------ ------------
NET (LOSS) $ (728,190) $ (712,402) $ (1,418,147) $ (2,327,059) $(56,372,428)
============ ============ ============ ============ ============
Loss per basic and diluted
common share $ (.04) $ (.04) $ (.08) $ (.13) $ (7.27)
============ ============ ============ ============ ============
Weighted average number of shares
outstanding 18,116,726 17,285,987 17,603,454 17,265,936 7,749,872
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Nine months ended April 30, 2000 and 1999,
and the Period from August 24, 1981
(Date of Inception) to April 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended August 24, 1981
April 30, (Date of Inception)
to
2000 1999 April 30, 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (1,418,147) $ (2,327,059) $(56,372,428)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on sale of marketable securities -- -- (25,963)
Depreciation and amortization 71,227 75,960 1,395,322
Loss on disposal of property and equipment -- -- 18,926
Noncash operating expenses 112,459 142,244 5,484,931
Amortization of deferred compensation -- -- 11,442,000
Amortization of organization costs -- -- 4,590
Changes in assets and liabilities:
Increase in other current assets (19,145) (130,135) (165,853)
Decrease in other assets -- -- 36,184
Increase in interest payable, related party -- -- 744,539
Increase (decrease) in accounts payable 152,690 (488,912) 532,657
Increase in accrued payroll and expenses, related parties -- -- 2,348,145
Increase (decrease) in accrued expenses (35,810) (344,119) 1,284,353
------------ ------------ ------------
Net cash used in operating activities (1,136,726) (3,072,021) (33,272,597)
------------ ------------ ------------
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)
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<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Nine months ended April 30, 2000 and 1999,
and the Period from August 24, 1981
(Date of Inception) to April 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended August 24, 1981
April 30, (Date of Inception)
to
2000 1999 April 30, 2000
------------ ------------ ------------
<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 (6,263) (6,797) (2,924,991)
Proceeds from issuance of common stock, net 613,653 (766) 27,419,100
Proceeds from exercise of stock options and warrants, net 41,337 -- 5,502,010
Proceeds from issuance of convertible debentures -- -- 347,000
------------ ------------ ------------
Net cash provided (used) by financing activities 648,727 (7,563) 35,608,870
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (487,999) (3,079,584) 895,134
Cash and cash equivalents at beginning of period 1,383,133 5,099,453 --
------------ ------------ ------------
Cash and cash equivalents at end of period $ 895,134 $ 2,019,869 $ 895,134
============ ============ ============
Supplemental disclosure of cash flow information -
interest paid $ 2,600 $ 1,432 $ 1,651,333
============ ============ ============
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 $ 92,184 $ 16,631 $ 286,170
============ ============ ============
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 $ 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 April 30,
2000 and the results of operations for the three and nine month periods ended
April 30, 2000 and 1999 and the period from August 24, 1981 (date of inception)
to April 30, 2000. The results of operations for the nine months ended April 30,
2000 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 $1,418,000 and $2,327,000, recorded for the
nine months ended April 30, 2000 and 1999, 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, 1999 or April 30, 2000 do
not include any adjustments that might result from the outcome of this
uncertainty.
2. EARNINGS 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 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 6,180,945 and 5,927,875 at April 30, 2000 and 1999,
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.
In December 1999, the Company issued an aggregate total of 75,000 stock
options to its outside board of directors.
In January 2000, the Company issued 120,365 shares of common stock for
payment of services rendered. The fair value of the common stock in the amount
of $65,608 was charged to operations.
In January 2000, the Company issued 10,000 shares of common stock upon the
exercise of stock options by an unrelated party resulting in gross proceeds of
$4,300 to the Company.
In February 2000, the Company issued 35,000 shares of common stock upon the
exercise of stock options by unrelated parties resulting in gross proceeds of
$20,050 to the Company.
In February 2000, the Company sold an aggregate of 875,000 shares of common
stock to private investors at prices ranging from $0.50 to $1.00 per share
resulting in net proceeds of $625,000 to the Company. In addition, the private
investors were granted warrants to purchase an aggregate of 875,000 shares of
common stock, inclusive of additional warrants issued so that all investors in
the private placements received substantially the same securities, at per share
exercise prices ranging from $1.03 to $3.25. The warrants will expire during the
period commencing May 2003 and ending in May 2005.
- 7 -
<PAGE>
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, continued
(Unaudited)
3. CAPITAL STOCK, continued
In March 2000, the Company issued 30,000 shares of common stock upon the
exercise of stock options by an unrelated party resulting in gross proceeds of
$12,900 to the Company.
In April 2000, the Company issued 10,000 shares of common stock upon the
exercise of stock options by an unrelated party resulting in gross proceeds of
$4,300 to the Company.
4. SALE OF NET OPERATING LOSSES
New Jersey has enacted legislation permitting certain New Jersey
corporations to sell state tax loss carryforwards and research and development
credits (the "Tax Benefits"). Approximately $2.4 million of the Company's Tax
Benefits were approved for sale by the state, of which approximately $1 million
was allocated to be sold for the State Fiscal Year 2000 (July 1, 1999 to June
30, 2000). In December 1999, the Company realized net proceeds of $755,854 from
the sale of its allocated Tax Benefits. The Company will attempt to sell the
remaining balance of its Tax Benefits in the amount of approximately $1.4
million for the State Fiscal Year 2001 (July 1, 2000 to June 30, 2001), subject
to all existing laws of the State of New Jersey.
- 8 -
<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 hereto 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 nine month periods ended April 30, 2000 and 1999
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 nine months ended April 30, 2000 and 1999. Investment income for the nine
months ended April 30, 2000 was $39,000 compared to $141,000 for the same period
last year, a decrease of $102,000. This decrease was due to lower balances of
cash and cash equivalents.
Research and Development. Research and development expense for the three
months ended April 30, 2000 was $603,000 compared to $544,000 for the same
period last year, an increase of $59,000 or 11%. This increase was primarily due
to an increase in expenses in preparation for a Pre-NDA meeting with the FDA
offset by a 28% decrease in costs in support of on-going clinical trials,
primarily due to the completion of the patient enrollment of the Phase III
clinical trial for malignant mesothelioma, an 11% decrease in personnel costs, a
54% decrease in costs related to preclinical research studies of ONCONASE and a
64% decrease in costs associated with the manufacture of clinical supplies of
ONCONASE.
Research and development expense for the nine months ended April 30, 2000
was $1,767,000 compared to $1,804,000 for the same period last year, a decrease
of $37,000 or 2%. This decrease was primarily due to a 37% decrease in costs in
support of on-going clinical trials, primarily due to the completion of the
patient enrollment of the Phase III clinical trial for malignant mesothelioma, a
52% decrease in costs related to the preclinical research studies of ONCONASE, a
54% decrease in costs associated with the manufacture of clinical supplies of
ONCONASE and a 4% decrease in personnel costs. These decreases were offset by an
increase
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<PAGE>
in expenses in preparation for a Pre-NDA meeting with the FDA and a 54% increase
in expenses associated with new patent and trademark applications for ONCONASE.
General and Administrative. General and administrative expense for the
three months ended April 30, 2000 was $137,000 compared to $200,000 for the same
period last year, a decrease of $63,000 or 32%. This decrease was primarily due
to a 50% reduction in administrative personnel costs and a 61% decrease in
consulting fees offset by a 15% increase in insurance expenses.
General and administrative expense for the nine months ended April 30, 2000
was $443,000 compared to $662,000 for the same period last year, a decrease of
$219,000 or 33%. This decrease was primarily due to a 47% reduction in
administrative personnel costs, a 69% decrease in public relations expenses and
a 41% decrease in consulting fees.
Income Taxes. New Jersey has enacted legislation permitting certain New
Jersey corporations to sell state tax loss carryforwards and research and
development credits (the "Tax Benefits"). Approximately $2.4 million of the
Company's Tax Benefits were approved for sale by the state, of which
approximately $1 million was allocated to be sold for the State Fiscal Year 2000
(July 1, 1999 to June 30, 2000). In December 1999, the Company realized net
proceeds of $755,854 from the sale of its allocated Tax Benefits. The Company
will attempt to sell the remaining balance of its Tax Benefits in the amount of
approximately $1.4 million for the State Fiscal Year 2001 (July 1, 2000 to June
30, 2001), subject to all existing laws of the State of New Jersey.
Net Loss. The Company has incurred net losses during each year since its
inception. The net loss for the three months ended April 30, 2000 was $728,000
as compared to a net loss of $712,000 for the same period last year, an increase
of $16,000. The net loss for the nine months ended April 30, 2000 was $1,418,000
as compared to $2,327,000 for the same period last year, a decrease of $909,000
or 39%, primarily due to the result of the sale of the Company's Tax Benefits.
The cumulative loss from the date of inception, August 24, 1981 to April 30,
2000, amounted to $56,372,000. 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 nine months ended April 30, 2000, the Company had a net decrease in cash and
cash equivalents of $488,000, which resulted primarily from net cash used in
operating activities of $1,137,000 offset by net cash provided by financing
activities of $649,000. Total cash resources as of April 30, 2000 were $895,000
compared to $1,383,000 at July 31, 1999.
- 10 -
<PAGE>
The Company's current liabilities as of April 30, 2000 were $990,000
compared to $971,000 at July 31, 1999, an increase of $19,000 or 2%. The
increase was primarily due to an increase in expenses in preparation for a
Pre-NDA meeting with the FDA and an increase in legal fees, primarily due to the
filing of an S-1 registration statement to register the resale of up to
3,770,671 shares of the Company's common stock, offset by a decrease in costs in
support of ongoing 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 consulting fees.
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 April 30,
2000 will be sufficient to meet its anticipated cash needs through July 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, 1999 or April 30, 2000 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 Benefits
and ultimately revenues from the commercial sale of ONCONASE. We may not be
successful in obtaining additional funds as they are needed for our operations.
The Company had a Pre-NDA meeting with the FDA and presented preliminary
survival results of its Phase III clinical trial for unresectable malignant
mesothelioma to determine if ONCONASE is a viable candidate for this indication.
The Company discussed the scope and detail of its proposed NDA submission and
has initiated a series of meetings with the FDA to establish mutually agreed
upon parameters necessary for its NDA submission. If the preliminary results of
the Phase III trial are confirmed by the ongoing study and all other
requirements such as chemistry, manufacturing and controls, pharmacology and
toxicology sections for filing an NDA are completed, the Company intends to file
an NDA. The Company cannot estimate when the NDA may be filed, nor assure that
an NDA will be filed, or if an NDA is filed that marketing approval for ONCONASE
as a treatment for patients with malignant mesothelioma will be granted by the
FDA.
The Company will continue to incur costs in conjunction with its clinical
program, data management and analyses, chemistry, manufacturing and controls,
pharmacology and toxicology necessary for the filing. 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. In addition, we envision generating revenue through
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<PAGE>
named-patient sales outside the U.S. However, there can be no assurance that any
such alliances or named-patient sales will materialize. The ability to raise
funding at this time may be 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 state tax loss carryforwards and research and development
credits (the "Tax Benefits"). Approximately $2.4 million of the Company's Tax
Benefits were approved for sale by the state, of which approximately $1 million
was allocated to be sold for the State Fiscal Year 2000 (July 1, 1999 to June
30, 2000). In December 1999, the Company realized net proceeds of $755,854 from
the sale of its allocated Tax Benefits. The Company will attempt to sell the
remaining balance of its Tax Benefits in the amount of approximately $1.4
million for the State Fiscal Year 2001 (July 1, 2000 to June 30, 2001), subject
to all existing laws of the State of New Jersey.
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, its stockholders' liquidity and the 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 filing of an NDA with the FDA or a non-US marketing
registration of ONCONASE.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II. OTHER INFORMATION
Item 2. (c) Recent Sales of Unregistered Securities
In February 2000, the Company sold an aggregate of 875,000 shares of common
stock to private investors at prices ranging from $0.50 to $1.00 per share
resulting in net proceeds of $625,000 to the Company. In addition, the private
investors were granted warrants to purchase an aggregate of 875,000 shares of
common stock, inclusive of additional warrants issued so that all investors in
the private placements received substantially the same securities, at per share
exercise prices ranging from $1.03 to $3.25. The warrants will expire during the
period commencing May 2003 and ending in May 2005.
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<PAGE>
Item 5. Other Information
Because the Company's common stock is no longer listed on The Nasdaq
SmallCap Market, the Company is no longer eligible to use a Form S-3
registration statement to register its shares under the Securities Act of 1933.
As a result, in February 2000, the Company filed a post- effective amendment to
two Form S-3 registration statements it had on file with the SEC withdrawing
such registration statements. These registration statements originally
registered the resale of approximately 7,652,840 shares of the Company's common
stock by certain of the Company's stockholders. The Company filed a registration
statement on Form S-1 to register such shares which has not yet been declared
effective.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. or
Exhibit Incorporation
No. Item Title by Reference
----- ---------- --------------
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 *****
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 ****
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<PAGE>
Exhibit No. or
Exhibit Incorporation
No. Item Title by Reference
------- ---------- --------------
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 Common Stock Purchase Agreement by and between the
Company and Digital Creations, Inc. dated March 3, 1997 ###
10.18 The Company's 1997 Stock Option Plan ###
10.19 Separation Agreement with Michael C. Lowe dated as of
October 9, 1997 ++
10.20 Form of Subscription Agreement and Warrant Agreement
used in Private Placement completed on February 20, 1998 +++
10.21 Form of Warrant Agreement issued to the Placement Agent in
connection with the Private Placement completed on February
20, 1998 +++
10.22 Placement Agent Agreement dated December 15, 1997 +++
10.23 Separation Agreement with Gail Fraser dated August 31, 1999 ####
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.
** 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.
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<PAGE>
*** 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.
- 15 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALFACELL CORPORATION
--------------------
(Registrant)
June 14, 2000 /s/ KUSLIMA SHOGEN
------------------
Kuslima Shogen, Chief Executive Officer,
Acting Chief Financial Officer
(Principal Executive Officer, Principal
Accounting Officer) and Chairman of the
Board
- 16 -
