<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Quarterly Period Ended June 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission File No. 1-14778
ENDOREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-1505029
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
28101 BALLARD DRIVE, SUITE F, LAKE FOREST, IL 60045
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (847) 573-8990
(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 Securities 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 [_]
At August 11, 2000, 12,741,858 shares of the registrant's common stock
(par value, $.001 per share) were outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [_] No [X]
<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ENDOREX CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
June 30,
2000
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,170,382
Marketable securities - available for sale 4,030,281
Prepaid expenses 178,478
------------
Total current assets 14,379,141
Leasehold improvements and equipment,
net of accumulated amortization of $723,389 426,839
Patent issuance costs, net of accumulated
amortization of $8,909 206,507
------------
TOTAL ASSETS $ 15,012,487
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 335,504
Accrued compensation 109,822
Due to joint venture 1,557,419
Current portion of line of credit 108,752
------------
Total current liabilities 2,111,497
Long-term liabilities:
Long-term portion of line of credit 271,139
------------
Total long-term liabilities 271,139
------------
Total Liabilities 2,382,636
Series C exchangeable convertible preferred stock,
$.05 par value. Authorized 200,000 shares; 91,218
issued and outstanding at liquidation value 9,344,530
Stockholders' equity:
Preferred stock, $.05 par value. Authorized
100,000 shares; none issued and outstanding --
Series B convertible preferred stock,
$.05 par value. Authorized 200,000 shares;
92,973 issued and outstanding at liquidation value 9,667,159
Common stock, $.001 par value. Authorized
50,000,000 shares; 12,860,500 issued, and 12,741,858
outstanding 12,861
Additional paid-in capital 41,108,730
Unearned compensation (41,568)
Deficit accumulated during the development stage (47,025,041)
Unrealized gain/(loss) on marketable securities 6,930
------------
3,729,071
Less:
Treasury stock, at cost, 118,642 shares (443,750)
------------
Total Stockholders' Equity 3,285,321
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,012,487
============
</TABLE>
See accompanying condensed notes to financial statements.
<PAGE>
ENDOREX CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative from
Six Months February 15, 1985
Ended June 30, (date of inception)
2000 1999 to June 30, 2000
<S> <C> <C> <C>
Revenue:
SBIR contract revenue $ -- $ -- $ 100,000
Expenses:
SBIR contract
research and
development -- -- 86,168
Proprietary research
and development 468,193 1,017,074 14,344,457
General and
administrative 981,521 1,747,166 11,951,798
----------- ----------- ------------
Total operating expenses 1,449,714 2,764,240 26,382,423
----------- ----------- ------------
Loss from operations (1,449,714) (2,764,240) (26,282,423)
Equity losses in
joint ventures (1,578,855) (1,491,851) (21,542,737)
Other income -- -- 5,302
Interest income 295,330 254,364 2,589,845
Realized gain on marketable
securites available for sale 25,635 -- 25,635
Interest expense (23,020) (25,518) (284,440)
----------- ----------- ------------
Net loss (2,730,624) (4,027,245) (45,488,818)
Preferred stock dividends (687,378) (618,350) (2,685,978)
----------- ----------- ------------
Net loss available to common
stockholders $(3,418,002) $(4,645,595) $(48,174,796)
=========== =========== ============
Basic and diluted
net loss per share
available to common
stockholders $ (0.29) $ (0.43) $ (17.14)
Basic and diluted
weighted average common
shares outstanding 11,646,663 10,755,319 2,809,906
</TABLE>
See accompanying condensed notes to financial statements.
<PAGE>
ENDOREX CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months
Ended June 30,
2000 1999
Revenue:
SBIR contract revenue $ -- $ --
Expenses:
SBIR contract
research and
development -- --
Proprietary research
and development 217,112 436,386
General and
administrative 615,559 950,542
----------- -----------
Total operating expenses 832,671 1,386,928
----------- -----------
Loss from operations (832,671) (1,386,928)
Equity in losses from
joint ventures (648,779) (914,246)
Interest income 198,165 109,431
Realized gain on marketable
securities available for sale -- --
Interest expense (11,221) (12,631)
----------- -----------
Net loss (1,294,506) (2,204,374)
Preferred stock dividends (342,747) (306,542)
----------- -----------
Net loss available to common
stockholders $(1,637,253) $(2,510,916)
=========== ===========
Basic and diluted
net loss per share
available to common
stockholders $ (0.13) $ (0.23)
Basic and diluted
weighted average common
shares outstanding 12,488,842 10,755,319
See accompanying condensed notes to financial statements.
<PAGE>
ENDOREX CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative from
Six Months February 15, 1985
Ended June 30, (date of inception)
2000 1999 to June 30, 2000
<S> <C> <C> <C>
Net cash used in operating
activities $(1,319,747) $(2,088,138) $(17,434,844)
----------- ----------- ------------
INVESTING ACTIVITIES:
Patent issuance cost (33,454) (86,015) (709,967)
Investment in joint ventures (964,064) (1,235,432) (20,485,321)
Organizational costs
incurred -- -- (135)
Purchases of leasehold
improvements -- -- (695,613)
Purchases of office and
lab equipment (52,236) (103,624) (963,512)
Proceeds from assets
sold -- -- 4,790
Purchases of marketable
Securities - available for
sale (3,456,799) (3,095,000) (9,069,898)
Proceeds from sale of marketable
securities - available for
sale 3,000,000 1,260,000 5,175,496
----------- ----------- ------------
Net cash used in
investing activities (1,506,553) (3,260,071) (26,744,160)
----------- ----------- ------------
FINANCING ACTIVITIES:
Net proceeds from issuance
of common stock, net of costs 7,797,238 -- 37,821,960
Net proceeds from issuance
of preferred stock -- -- 16,325,712
Proceeds from exercise
of options 215,888 -- 417,226
Proceeds from note payable
Proceeds from borrowings
from President -- -- 41,433
Repayment of borrowings
from President -- -- (41,433)
Proceeds from borrowings
under line of credit 45,621 95,774 1,196,534
Repayment of borrowings
under line of credit (57,971) (52,679) (816,643)
Proceeds from note
payable to bank -- -- 150,000
Payments on note
payable to bank -- -- (150,000)
Proceeds from borrowings
from stockholders -- -- 15,867
Repayment of borrowings
from stockholders -- -- (15,867)
Advances from parent
company -- -- 135,000
Payments to parent
company -- -- (135,000)
Repayment of long-
term note receivable -- -- 50,315
Repayment of note
payable issued in
exchange for legal
service -- -- (71,968)
Purchase and retirement
of common stock -- -- (130,000)
Purchase of treasury stock -- -- (443,750)
----------- ----------- ------------
Net cash provided by
financing activities 8,000,776 397,549 54,349,386
----------- ----------- ------------
Net increase (decrease)
in cash and cash
equivalents 5,174,476 (4,950,660) 10,170,382
Cash and cash equivalents at
beginning of periods 4,995,906 12,202,415 --
----------- ----------- ------------
Cash and cash equivalents at
end of periods $10,170,382 $ 7,251,755 $ 10,170,382
=========== =========== ============
</TABLE>
See accompanying condensed notes to financial statements.
<PAGE>
ENDOREX CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED NOTES TO FINANCIAL STATEMENTS
We prepared these unaudited interim consolidated financial statements under
the rules and regulations for reporting on Form 10-QSB. Accordingly, we omitted
some information and footnote disclosures normally accompanying the annual
financial statements. You should read these interim financial statements and
notes in conjunction with the consolidated financial statements and their notes
included in our latest annual report on Form 10-KSB. It is our opinion that the
consolidated financial statements include all adjustments necessary for a fair
statement of the results of operations, financial position and cash flows for
the interim periods. All adjustments were of a normal recurring nature. The
results of operations for interim periods are not necessarily indicative of the
results for the full fiscal year.
NET LOSS PER SHARE
The number of shares outstanding in prior periods has been adjusted to include
the effect of the common stock dividends issued in 1999. The effect on the
earnings per share for 1999 is a decrease in net loss per share of $0.02 for the
six-month period ended June 30, 1999, and a decrease of $.01 for the three-month
period ended March 31, 1999.
Net loss per share is presented on the Consolidated Statements of Operations in
accordance with SFAS No. 128 for the current and prior periods. Endorex had a
net loss for all periods being presented, which resulted in diluted and basic
earnings per share being the same for all periods presented. The potential
impact of warrants and stock options outstanding was not included in the
calculation because their inclusion would have been anti-dilutive.
JOINT VENTURE ESTIMATES
The preparation of the quarterly consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts
related to the activities of InnoVaccines Corporation ("InnoVaccines") and
Endorex Newco, Ltd. ("Newco"), our joint ventures with Elan Corporation, plc
("Elan"), including the reported net liabilities related to the joint ventures
and the reported amounts of equity in losses from joint ventures. Actual results
could differ from those estimates.
UNAUDITED CONDENSED FINANCIAL STATEMENTS FOR UNCONSOLIDATED JOINT VENTURES
Condensed, unaudited financial statement information of the joint ventures is
stated below. The joint ventures had no revenues. Net expenses equaled the net
loss for all periods.
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
2000 1999
------------ ------------
<S> <C> <C>
InnoVaccines, net of Endorex mark up on
billings to InnoVaccines....................... $(2,077,843) $(2,418,501)
Newco, net of Endorex mark up on billings
to Newco....................................... (131,496) -
------------ ------------
Total net loss................................... $(2,209,339) $(2,418,501)
============ ============
Reconciliation to equity in losses from
joint ventures:
Total joint venture net losses................... $(2,209,339) $(2,418,501)
Less: Elan minority interest..................... 630,454 926,650
------------ ------------
Equity in losses from joint ventures............. $(1,578,885) $(1,491,851)
============ ============
</TABLE>
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the 2000
financial statement presentation. The reclassifications did not impact
previously reported net loss or deficit accumulated during the development
stage.
COMMON STOCK PRIVATE PLACEMENT
On April 12, 2000, we completed a private placement of common stock and warrants
with domestic and foreign institutional investors. Gross proceeds were
approximately $8.6 million. The private placement consisted of approximately
<PAGE>
1.81 million newly issued common shares priced at $4.725 per share and warrants
to purchase 452,383 common shares at $5.91 per share. These warrants are
immediately exercisable and expire in April 2005. In partial consideration for
its services in assisting us through the capital raising process, Paramount
Capital, Inc. received warrants to purchase 226,190 common shares at $5.25 per
share. These warrants are exercisable after October 12, 2000, expire in October
2007, and we may call if the closing bid price of our common stock has equaled
or exceeded $13.125 per share for at least 20 consecutive trading days. We
intend to use the $7.8 million net proceeds of this financing to fund the
development of our drug delivery technologies, to continue our clinical
development efforts, and for other general corporate purposes.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion provides information to explain our results of
operations and financial condition. You should also read our unaudited
consolidated interim financial statements and their notes and our Annual Report
on Form 10-KSB. This report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended, and is subject to the
safe-harbors created by those sections. These forward-looking statements are
subject to significant risks and uncertainties, including those identified in
Exhibit 99 "Risk Factors" of this Form 10-QSB, which may cause actual results to
differ materially from those discussed in any forward-looking statements. The
forward-looking statements within this Form 10-QSB are identified by words such
as "believes," "anticipates," "expects," "intends," "may," "will" and other
similar expressions. However, these words are not the exclusive means of
identifying such statements. In addition, any statements that refer to
expectations, projections, or other characterizations of future events or
circumstances are forward-looking statements. We undertake no obligation to
publicly release the results of any revisions to forward-looking statements that
may be made to reflect events or circumstances occurring subsequent to the
filing of this form 10-QSB with the SEC. You should carefully review and
consider the various disclosures we make in this report and our other reports
filed with the SEC that attempt to advise interested parties of the risks and
factors that may affect our business.
Endorex is a development stage enterprise and expects no significant revenue
from the sale of products in the near future.
Material Changes in Results of Operations
For the three-month period ended June 30, 2000, net loss decreased approximately
$0.9 million, or 41%, to $1.3 million as compared to a loss of $2.2 million for
the three months ended June 30, 1999. After giving effect to dividends on
preferred stock, which are paid in additional preferred shares, net loss
available to common stockholders decreased approximately $0.9 million (35%) to
$1.6 million, or $0.13 per share, compared with $2.5 million, or $0.23 per
share, for the prior year period. Reduced spending on cancer product development
and the absence of financial advisory warrant amortization were the major
factors resulting in the decline in net loss.
Proprietary research and development expenditures for the three months ended
June 30, 2000 decreased approximately $0.2 million, or 50%, compared with $0.4
million for the corresponding period ended June 30, 1999. On March 1, 2000 we
announced our decision to divest our oncology business. As a result, spending on
cancer-related programs during the second quarter of 2000 was reduced by
<PAGE>
approximately $260 thousand compared to the second quarter of the previous year.
During the second quarter of 2000 a third U.S. patent on the Orasome(TM) drug
and vaccine delivery system issued to Endorex. The patent describes targeted
polymerized liposomes (Orasomes(TM)) for oral and/or mucosal delivery of
vaccines, allergens and therapeutics. The patent also describes Orasomes(TM)
that have been modified on their surfaces to contain a ligand (biological
"magnet") to target the Orasome(TM) to a specific site or cell type.
General and administrative expenses for the three months ended June 30, 2000
decreased $0.3 million, or 35%, to $0.6 million as compared to the three months
ended June 30, 1999. During the second quarter of 1999 general and
administrative expense included approximately $0.4 million of amortization of
the cost of financial advisory warrants issued in association with capital
raising transactions in 1997. These warrants were fully amortized as of the
beginning of 2000.
Endorex has two joint ventures with Elan Corporation, plc ("Elan"). InnoVaccines
is developing the Orasome(TM) delivery system for oral and mucosal vaccines.
Newco is developing Elan's MEDIPAD(R) drug delivery system, which consists of a
small, disposable drug delivery device that combines a microinfusion pump with
the convenience of patch technology, for the delivery of iron chelation drugs.
Our share of research and development expenditures through these joint ventures
is recorded as equity in losses from joint ventures. During the second quarter
of 2000, equity in losses from joint venture activities decreased by
approximately $0.3 million, or 29%, to $0.6 million compared to $0.9 million for
the same period of 1999. During the second quarter of 1999 we incurred
approximately $215 thousand of patent license expense to fund our share of
InnoVaccines' acquisition of a vaccine delivery patent portfolio from the
Southern Research Institute / University of Alabama Research Foundation. These
expenses did not recur in the second quarter of 2000.
Interest income for the second quarter of 2000 increased by approximately $90
thousand to $198 thousand due to our investment of the proceeds of the equity
financing completed in April of this year.
Net loss for the six months ended June 30, 2000 decreased approximately $1.3
million, or 32%, to $2.7 million as compared to a loss of $4.0 million for the
six months ended June 30, 1999. Net loss available to common stockholders, which
reflects preferred dividends, decreased approximately $1.2 million (26%) to $3.4
million, or $0.29 per share, compared with $4.6 million, or $0.43 per share, for
the prior year period.
The lower level of net loss through the first half of 2000 stemmed from
reductions in proprietary research and development expenditures, due principally
to the absence of significant cancer product development activities, accompanied
by lower general and administrative expenses due primarily to the absence of
amortization of financial advisory warrants. These expense reductions were
partially offset by increased equity in losses in joint ventures.
Proprietary research and development expenditures for the six months ended June
30, 2000 decreased approximately $0.5 million, or 54%, to approximately $0.5
million as compared to the corresponding period ended June 30, 1999. The decline
in proprietary research and development expense primarily represents reduced
spending on oncology product development. Substantially all proprietary research
and development expense in the first six months of 2000 related to development
of our
<PAGE>
Orasome/TM/ drug delivery system, which we are developing for oral delivery of
proteins and peptides, including hormones.
General and administrative expenses for the six months ended June 30, 2000
decreased approximately $0.8 million, or 44%, to approximately $1.0 million as
compared to the six months ended June 30, 1999, with substantially all of the
decline related to the absence of the cost of amortizing financial advisory
warrants issued in association with capital raising transactions in 1997.
For the six months ended June 30, 2000, equity losses from joint ventures
increased by approximately $0.1 million, or 6%, to $1.6 million. The increase in
equity in losses from joint ventures reflects lower overall joint venture
spending offset by the impact of a decline in Elan's contractual share of joint
venture losses.
Interest income and realized gain on sale of marketable securities for the six
months ended June 30, 2000 increased approximately $67 thousand, to $0.3 million
as compared to the six months ended June 30, 1999, with the difference
attributable to higher interest rates on investments.
Plan of Operation and Financial Condition
Endorex intends to continue to progress preclinical development of the
Orasome/TM/ delivery system for the oral delivery of proteins and peptides,
including hormones. Under a research and option agreement with Novo Nordisk, we
intend to jointly evaluate the Orasome/TM/ system for delivery of
Norditropin(R), Novo Nordisk's brand of human growth hormone, in several animal
models. Reflecting our decision to exit the oncology business, we will continue
to seek opportunities to realize value from those assets.
During the remainder of 2000, we anticipate that InnoVaccines will begin efforts
to scale up production of its first oral vaccine to take into human clinical
trials. Additionally, InnoVaccines intends to continue its efforts to develop
additional prototype oral vaccines (including flu vaccine) and evaluate them in
animal models. In conjunction with Schein Pharmaceutical, Newco will continue
its efforts to meet U.S. regulatory requirements and scale up production in
preparation for launching the Medipad(R)/iron chelator product.
On June 30, 2000 and December 31, 1999, we had cash, cash equivalents, and
marketable securities of approximately $14.2 million and $8.5 million,
respectively, and working capital of approximately $12.2 million and $6.9
million, respectively. Endorex has committed credit availability totaling
approximately $5.0 million, of which $4.8 million is available from Elan for the
purpose of funding Newco. In principle, Elan has agreed to lend up to $2.5
million to Endorex to fund Innovaccines. Documentation of this latter financing
has not yet been finalized.
Our current level of activities requires the expenditure of approximately
$400,000 per month, including costs associated with the joint ventures. We
believe that our current cash resources will be sufficient to support currently
planned operations for the next two years. However, we intend, from time to time
in the future, to seek to expand our research and development activities into
other technologies and/or products that we either may license from other persons
or develop. Any such activities may require the expenditure of funds not
presently available and may deplete our cash resources sooner than anticipated.
We also may seek to obtain funds from possible future public or private sales of
our securities or other sources. See Exhibit 99--"Risk Factors."
In April 2000, we completed a private placement that raised gross proceeds of
approximately $8.6 million. Net proceeds to the Company were approximately $7.8
million. We intend to use the $7.8 million net proceeds of this financing to
fund the development of our drug delivery technologies, to continue our clinical
development efforts, and for other general corporate purposes. From April 2000
<PAGE>
through June 30, 2000, we have used approximately $1.2 million to fund research
and development, including capital improvements and equipment, and operations.
PART II. - OTHER INFORMATION
ITEM 2--CHANGES IN SECURITIES
Pursuant to a private placement under Rule 506 of the Securities Act of 1933, as
amended, on April 12, 2000 we issued to investors an aggregate of approximately
1.81 million shares of our common stock and warrants to purchase 452,383 shares
of our common stock. The warrants issued to these investors are immediately
exercisable at $5.91 per share and expire in April 2005. The gross proceeds of
the private placement were approximately $8.6 million and the net proceeds were
approximately $7.8 million. As part of the compensation received by Paramount
Capital, Inc. for its assistance in the private placement, Paramount Capital,
Inc. received warrants to purchase 226,190 shares of our common stock. These
warrants issued to Paramount Capital, Inc. are exercisable after October 12,
2000 at $5.25 per share and expire in October 2007.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Company's Annual Meeting of Stockholders was held on May 17, 2000.
c) The motions before the stockholders were:
1) To elect seven directors:
<TABLE>
<CAPTION>
Votes Votes Votes Broker
Name of Director For Against Withheld Abstentions Nonvotes
<S> <C> <C> <C> <C> <C>
Michael S. Rosen 7,971,541 78,381 - - -
Richard Dunning 7,971,548 78,374 - - -
Steve H. Kanzer 7,971,541 78,381 - - -
Paul Rubin 7,971,541 78,381 - - -
H. Laurence Shaw 7,971,548 78,374 - - -
Kenneth F. Tempero 7,971,541 78,381 - - -
Steven Thornton 7,971,548 78,374 - - -
</TABLE>
2) To ratify the appointment of PricewaterhouseCoopers LLP as independent
public accountants for the year ending December 31, 2000:
Votes For: 9,302,999
Votes Against: 3,869
Votes Withheld: -
Abstentions: 2,851
Broker Nonvotes: -
3) To approve the amended and restated certificate of incorporation of
Endorex Corporation:
Votes For: 6,158,402
Votes Against: 60,069
Votes Withheld: -
Abstentions: 8,643
Broker Nonvotes: -
ITEM 5 - OTHER INFORMATION
FILING OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
<PAGE>
On February 8, 2000, the Board of Directors duly adopted resolutions proposing
to amend and restate Endorex's Certificate of Incorporation, declaring said
amendment and restatement to be advisable and in the best interests of the
Company and its stockholders, and authorizing the appropriate corporate officers
to solicit the consent of the stockholders. The proposed Amended and Restated
Certificate of Incorporation was approved by the stockholders at the annual
meeting held on May 17, 2000 and was filed with the Secretary of State of
Delaware on June 5, 2000.
The Amended and Restated Certificate of Incorporation restates the previous
Certificate of Incorporation and all amendments, corrections and Certificates of
Designation into one Amended and Restated Certificate of Incorporation. It also
made the following amendments.
a) Increased the authorized number of shares of preferred stock from
500,000 to 5,000,000 shares.
b) The previous Article B of the Certificate of Incorporation provided
that the election of the directors of the Company need not be made by
written ballots, subject to the provisions of the Bylaws of the
Company. The Amended and Restated Certificate of Incorporation deletes
the language "unless otherwise provided in the Bylaws of the
Corporation."
The discussion herein is qualified in its entirety by reference to the Amended
and Restated Certificate of Incorporation, which is attached hereto as Exhibit
3.1.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation
4.1 Form of Subscription Agreement by and between the Registrant and each
investor dated as of April 11, 2000. (1)
4.2 Form of Amendment and Supplement to Subscription Agreement entered
into by each investor as of April 11, 2000. (1)
4.3 Form of Second Amendment and Supplement to Subscription Agreement
entered into by each investor as of April 11, 2000. (1)
4.4 Form of Investor Warrant issued to each investor dated as of April 12,
2000. (1)
4.5 Form of Finder Warrant issued to Paramount Capital, Inc. dated as of
April 12, 2000. (1 )
10.1 Employment Agreement between the Registrant and Michael S. Rosen dated
as of May 17, 2000 .
10.2 Consulting Agreement between the Registrant and Kenneth Tempero, M.D.,
Ph.D., dated as of May 17, 2000.
27 Financial Data Schedule
99.1 Risk Factors
____________________
(1) Incorporated by reference to our Registration Statement on Form
S-3 filed with the Commission on May 12, 2000.
b) Reports on Form 8-K:
None
SIGNATURES
<PAGE>
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ENDOREX CORPORATION
August 11, 2000 /s/ Michael S. Rosen
--------------------
Michael S. Rosen
President and Chief Executive Officer
(principal executive officer)
/s/ Frank C. Reid
-----------------
August 11, 2000 Frank C. Reid
Vice President, Finance and Corporate Development
(principal financial and accounting officer)
