NEOTHERAPEUTICS INC
10QSB, 1996-11-12
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
                                  FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


               For the quarterly period ended September 30, 1996


                                       OR


[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


          For the transition period from ____________ to ____________
                                                


                      Commission File Number  333-05342-LA
                                             -------------


                            -----------------------


                             NEOTHERAPEUTICS, INC.
- - -------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                COLORADO                                93-0979187
- - -----------------------------------------          -------------------
      (State or other jurisdiction                 (I.R.S. Employer of 
     incorporation or organization)                Identification No.)


    1500 QUAIL STREET, SUITE 550
      NEWPORT BEACH, CALIFORNIA                           92660
- - ----------------------------------------            ------------------
(Address of principal executive offices)               (Zip Code)


   Registrant's telephone number, including area code:  (714) 832-4902
                                                       ---------------
Indicate by check mark whether the Registrant (1) has 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    No   X
                                     ---    ----

Indicate the number of shares outstanding of each of the issuer's classes of
Common stock as of the close of  the period covered by this report.

<TABLE>
<CAPTION>

         Class                                Outstanding at October 22, 1996
- - ---------------------------                   -------------------------------
<S>                                                     <C>
Common Stock, no par value                              5,361,807
</TABLE>


<PAGE>   2
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                        (A Development-Stage Enterprise)

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

        <S>                                                                            <C>
         PART I.  FINANCIAL INFORMATION                                              Page No.
                                                                                     --------
         ITEM 1.  FINANCIAL STATEMENTS

                  STATEMENT REGARDING FINANCIAL INFORMATION..........................   3

                  CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
                     SEPTEMBER 30, 1996 AND DECEMBER 31, 1995........................   4

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995..........   5

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                     1995 AND FOR THE PERIOD FROM INCEPTION (JUNE 15, 1987)
                     TO SEPTEMBER 30, 1996...........................................   6

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
                     THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                     AND FOR THE PERIOD FROM INCEPTION (JUNE 15, 1987) TO
                     SEPTEMBER 30, 1996..............................................   7

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS...............   8

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS.............................   11

         PART II. OTHER INFORMATION
</TABLE>



                                    Page Two


<PAGE>   3
                      NEOTHERAPEUTICS, INC  AND SUBSIDIARY
                        (A Development Stage Enterprise)


                                  FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996
                    ----------------------------------------

                        PART I.    FINANCIAL INFORMATION

                         ITEM I.  FINANCIAL STATEMENTS



                   STATEMENT REGARDING FINANCIAL INFORMATION
                   -----------------------------------------

The financial statements included herein have been prepared by NeoTherapeutics,
Inc. (the "Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information normally included
in the financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to such rules and
regulations.  However, the Company believes that the disclosures are adequate
to make the information presented not misleading.  It is suggested that the
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's registration statement  on Form SB-2
filed with the Securities and Exchange Commission on September 20, 1996
(Registration No. 333-05342-LA).





                                   Page Three


<PAGE>   4
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                        (A Development-Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                            September 30,       December 31,
                                                                1996                1995
                                                            -------------       ------------
ASSETS                                                       (Unaudited)
<S>                                                         <C>                 <C>
CURRENT ASSETS:
  Cash                                                      $     28,574        $        859
  Subscription receivable for sale of units                   17,363,003                --
  Other accounts receivable                                       46,000                --
  Prepaid expenses and refundable deposits                       229,801                 984
                                                            ------------        ------------
     Total current assets                                     17,667,378               1,843
                                                            ------------        ------------

PROPERTY AND EQUIPMENT, at cost:
  Equipment                                                       89,747              59,872
  Accumulated depreciation                                       (55,228)            (51,065)
                                                            ------------        ------------
     Net property and equipment                                   34,519               8,807
                                                            ------------        ------------

                     TOTAL ASSETS                           $ 17,701,897        $     10,650
                                                            ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES:
  Accounts payable and accrued expenses                     $    788,075        $    249,864
  Accrued payroll and related taxes                              326,175             227,787
  Employee expense reimbursement                                  81,367              84,179
  Accrued interest to related parties                            160,550             121,417
  Notes payable to related parties                                22,500              22,500
                                                            ------------        ------------
     Total current liabilities                                 1,378,667             705,747
LONG TERM LIABILITIES:
  Notes payable to related party                                 558,304             558,304
                                                            ------------        ------------
     TOTAL LIABILITIES                                         1,936,971           1,264,051

STOCKHOLDERS' EQUITY (DEFICIT):
  Revenue participation units, none and 75 units
    outstanding, respectively                                       --               676,000
  Common stock, no par value, 25,000,000 shares
    authorized:
     Issued and outstanding, 2,661,807 and
       2,095,019, respectively                                 4,499,981           3,086,407
     Subscribed, 2,500,000 shares, net of offering
       costs of $551,502                                      16,811,502                --
  Deficit accumulated during the development stage            (5,546,557)         (5,015,808)
                                                            ------------        ------------
     Total stockholders' equity (deficit)                     15,764,926          (1,253,401)
                                                            ------------        ------------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                         $ 17,701,897        $     10,650
                                                            ============        ============
</TABLE>

      The accompanying notes are an integral part of these balance sheets.
                                    Page Four
<PAGE>   5
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                        (A Development-Stage Enterprise)


                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


<TABLE>
<CAPTION>
                                                Three Months        Three Months
                                                   Ended               Ended
                                                September 30,       September 30,
                                                   1996                1995
                                                -------------       -------------
                                                (Unaudited)         (Unaudited)
<S>                                              <C>                 <C>
REVENUES, from grants                            $      --           $    29,318
                                                 -----------         -----------


OPERATING EXPENSES:
  Research and development                           122,261              76,423
  General and administration                         148,143              32,254
                                                 -----------         -----------

                                                     270,404             108,677
                                                 -----------         -----------

LOSS FROM OPERATIONS                                (270,404)            (79,359)
                                                 -----------         -----------

OTHER INCOME (EXPENSE
  Interest expense, net                              (12,125)            (12,948)
  Other income                                        22,482                --
                                                 -----------         -----------

          Total other income (expense)                10,357             (12,948)
                                                 -----------         -----------

          NET LOSS                               $  (260,047)        $   (92,307)
                                                 ===========         ===========


NET LOSS PER SHARE                               $      (.09)        $      (.04)
                                                 ===========         ===========

Weighted Average Shares Outstanding                2,757,459           2,073,023
                                                 ===========         ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                    Page Five
<PAGE>   6
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                        (A Development-Stage Enterprise)


                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                          AND 1995 AND THE PERIOD FROM
                 INCEPTION (JUNE 15, 1987) TO SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                                 Nine Months        Nine Months         Inception
                                                   Ended              Ended              Through
                                                September 30,      September 30,      September 30,
                                                    1996               1995               1996
                                                -------------      -------------      -------------
                                                 (Unaudited)        (Unaudited)        (Unaudited)
<S>                                              <C>                <C>                <C>
REVENUES, from grants                            $      --          $   124,171        $   497,128
                                                 -----------        -----------        -----------

OPERATING EXPENSES:
  Research and development                           204,898            199,811          2,556,225
  General and administration                         308,566             93,765          3,077,777
                                                 -----------        -----------        -----------

                                                    (513,464)          (293,576)        (5,634,002)
                                                 -----------        -----------        -----------

LOSS FROM OPERATIONS                                (513,464)          (169,405)        (5,136,874)
                                                 -----------        -----------        -----------

OTHER INCOME (EXPENSE):
  Interest expense, net                              (38,119)           (33,645)          (458,773)
  Other income (expense)                              20,837               (810)            49,093
                                                 -----------        -----------        -----------

         Total other income (expense)                (17,282)           (34,455)          (409,680)
                                                 -----------        -----------        -----------

        NET LOSS                                 $  (530,746)       $  (203,860)       $(5,546,554)
                                                 ===========        ===========        ===========

NET LOSS PER SHARE                               $      (.22)       $      (.10)
                                                 ===========        ===========

Weighted Average Shares Outstanding                2,430,510          2,073,023
                                                 ===========        ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                    Page Six
<PAGE>   7
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                         (A Development-Stage Enterpise)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                          AND 1995 AND THE PERIOD FROM
                 INCEPTION (JUNE 15, 1987) TO SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                        Nine Months        Nine Months         Inception
                                                                           Ended              Ended             Through
                                                                       September 30,      September 30,      September 30,
                                                                            1996               1995               1996
                                                                       -------------      -------------      -------------
                                                                        (Unaudited)        (Unaudited)        (Unaudited)
<S>                                                                     <C>                <C>                <C>
CASH FLOWS FROM OPERATING  ACTIVITIES:
  Net  (loss)                                                           $  (530,746)       $  (203,860)       $(5,546,554)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Depreciation and amortization                                           4,163              3,397            180,717
      Issuance of common stock options for services                         103,950               --              208,950
      Amortization of deferred compensation                                    --                 --               93,749
      Gain on sale of assets                                                   --                 --               (5,299)
      Compensation expense for extension of Debt Conversion
        Agreements, net                                                        --                 --              503,147
      Increase in accounts receivable                                       (46,000)              --              (45,754)
      (Increase) decrease in prepaid expenses
         and refundable deposits                                           (228,820)               140           (179,801)
      Increase (decrease) in accounts payable and other
        accrued liabilities                                                 (13,290)            40,818            396,674
      Increase in accrued payroll and payroll taxes                          98,388             85,277            964,869
      Increase (decrease) in employee expense
         reimbursement                                                       (2,812)             4,050             81,367
      Increase in accrued interest to related parties                        39,133             33,646            460,954
                                                                        -----------        -----------        -----------
                       Net cash used in operating activities               (576,034)           (36,532)        (2,886,981)
                                                                        -----------        -----------        -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Purchase of equipment                                                     (29,875)            (2,621)          (170,050)
  Payment of organization costs                                                --                 --              (66,093)
  Proceeds from sale of equipment                                              --                 --               29,665
  Issuance of note receivable                                                  --                 --              100,000
                                                                        -----------        -----------        -----------
                        Net cash used in investing activities               (29,875)            (2,621)          (106,478)
                                                                        -----------        -----------        -----------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Proceeds from common stock issuance, including Revenue
    Participation Units converted to common stock                           633,624             35,000          2,041,021
  Proceeds from notes payable to related parties, net                          --                 --              780,400
  Cash at acquisition                                                          --                 --              200,612
                                                                        -----------        -----------        -----------
                        Net cash provided by financing activities           633,624             35,000          3,022,033
                                                                        -----------        -----------        -----------

  Net increase (decrease) in cash                                            27,715             (4,153)            28,574
  Cash, beginning of period                                                     859              6,262               --
                                                                        -----------        -----------        -----------
  Cash, end of period                                                   $    28,574        $     2,109        $    28,574
                                                                        ===========        ===========        ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                   Page Seven
<PAGE>   8
                      NEOTHERAPEUTICS, INC. AND SUBSIDIARY
                        (A Development-Stage Enterprise)

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                  (Unaudited)


1.       Summary of Significant Accounting Policies
         ------------------------------------------

         a.    Organization and Nature of Business
         -----------------------------------------        

         In the opinion of the Company's management, the accompanying unaudited
         condensed consolidated financial statements include all adjustments
         (which consist only of normal recurring adjustments) necessary for a
         fair presentation of its consolidated financial position at September
         30, 1996 and consolidated results of operations and cash flows for the
         periods presented.  Although the Company believes that the disclosures
         in these financial statements are adequate to make the information
         presented not misleading, certain information and disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted and
         should be read in conjunction with the Company's audited financial
         statements included in the prospectus dated September 26, 1996.
         Results of operations for the nine months ended September 30, 1996 are
         not necessarily indicative of results to be expected for the full
         year.

         NeoTherapeutics, Inc. (the "Company") was incorporated in Colorado as
         Americus Funding Corporation ("AFC") in December 1987. In August 1996,
         AFC changed its name to "NeoTherapeutics, Inc."  Its wholly-owned
         subsidiary, Advanced ImmunoTherapeutics, Inc. ("AIT"), was
         incorporated in California in  June 1987.  In July 1989, AIT completed
         an agreement with the Company, which provided for AIT to become a
         wholly-owned subsidiary of AFC in a transaction accounted for as a
         reverse acquisition.  All references to the "Company" hereinafter
         refer to NeoTherapeutics and AIT as a consolidated entity.

         The Company is a development-stage pharmaceutical company committed to
         the development of new, safe and effective treatments for neurological
         and immunological diseases such as Alzheimer's disease, acquired
         immunodeficiency syndrome ("AIDS"),  aging, stroke and spinal cord
         injuries.


         b.    Principles of Consolidation
         ---------------------------------
         
         The consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiary.  All significant intercompany
         accounts and transactions have been eliminated.



                                   Page Eight
<PAGE>   9
         c.   Net Loss Per Share
         -----------------------

         Net loss per share is calculated using the weighted average number
         of shares outstanding for the period.  Common equivalent shares are
         excluded from the computation as their effect is antidilutive except
         that, pursuant to the Securities and Exchange Commission ("SEC") Staff
         Accounting Bulletins, common and common equivalent shares (stock
         options, warrants and RPU's converted to common stock in July 1996)
         issued during the period commencing 12 months prior to the initial
         filing of a proposed public offering at prices below the public
         offering price have been included in the calculation as if they were
         outstanding for all periods presented (using the treasury stock method
         for stock options and warrants at the estimated initial public
         offering price).
              
         d.   Research and Development
         -----------------------------

         All costs related to research and development activities are treated
         as expenses in the period incurred.  


4.   Supplemental Schedule of Noncash Financing Activities:
- - -----------------------------------------------------------
 
During the period ended September 30, 1996, the Company was in the process of
completing a public offering of 2,500,000 "Units", each unit consisting of one
share of common stock and one warrant to purchase one share of common stock. The
effective date of the offering was September 26, 1996, and the closing was on
October 1, 1996.  Thus the Company recorded a Subscription Receivable of
$17,363,003 at September 30, 1996, for the net proceeds of the offering.
Additionally, approximately $552,000 of Accounts Payable and Accrued Expenses at
September 30, 1996 are expenses incurred in connection with the above public
offering.  These expenses will be netted with the gross proceeds of the offering
and thus represent noncash items at September 30, 1996.


5.   Stock Options and Warrants:
- - --------------------------------

On September 24, 1996, the Company issued stock options to purchase 70,000
shares to various members of the Board of Directors, an officer, an employee
and a consultant under the 1991 Stock Option Plan.  The exercise price of these
options is $4.50 per share, which is 80 percent of the estimated fair value of
the stock on the date of grant.  These options vest at the rate of 25 percent
per quarter over a one year period.

In connection with the public offering of units discussed elsewhere in this
Form 10-QSB, 2,500,000 warrants were issued which entitle the holder of each
warrant to purchase one share of common stock for $11.40 per share.  The
warrants may be exercised at any time within 5 years from issue date and are
redeemable by the Company under certain conditions.

As of September 30, 1996, the following options and warrants to purchase common
stock issued outside of the Plans were as follows:




                                   Page Nine
<PAGE>   10
<TABLE>
<CAPTION>

                                                      Common       Option Price                       
                                                      Shares        per Share                         
                                                     -------      -------------                       
    <S>                                              <C>           <C>                                
    Outstanding at June 30, 1996                     270,173       $0.025-$3.75                        
            Granted                                   12,000             $0.025                        
            Exercised, expired                             -                  -                        
                                                     -------       ------------                       
    Outstanding at September 30, 1996                282,173       $0.025-$3.75                       
                                                     =======       ============                       
</TABLE>

In July 1996, the Company issued options to purchase an aggregate of 12,000
shares to two technical consultants for past services.  As the exercise price,
$0.025, was lower than the fair market value of the stock on the grant date,
compensation expense amounting to $29,700 was recorded for the difference
between the option price and the estimated fair market value of the stock on the
date of grant as determined by recent stock purchases.



                                    Page Ten
<PAGE>   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
         AND FINANCIAL POSITION

PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  The Company's actual results may differ
materially from the results projected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed under "Factors Affecting Future Operating Results."

RESULTS OF OPERATIONS

Inception to Date:
- - ------------------

From the inception of the Company in 1987 through September 30, 1996, the
Company incurred a cumulative net loss of approximately $5.5 million.  The
Company expects its operating expenses to increase over the next several years
as it expands its research and development and commercialization activities and
operations.  The Company expects to incur significant additional operating
losses for at least the next several years.

Three Months Ended September 30, 1996 Compared to 
Three Months Ended September 30, 1995:
- - -------------------------------------------------

Total revenues decreased by $29,318 in 1996 from the same period in 1995 as a
result of the expiration in July 1995 of a grant from the National Institutes
of Health.  There were no other sources of revenue during the three months
ended September 30, 1996.

Research and development expenses increased approximately $45,800 or 60% from
the same period in 1995 due primarily to personnel additions, salary increases,
consulting fees, license fees and insurance.  The Company expects its research
and development expenses to increase as it expands its product development and
clinical trial activities.

General and administrative expenses increased approximately $115,900 or 359%
from the same period in 1995 due to the addition of personnel, salary increases,
insurance, professional and consulting fees,  commissions and travel associated
with the raising of equity capital and facilities rent in the current period,
whereas in the prior period, the Company operated from the Chief Executive
Officer's residence on a rent-free basis with a very limited administrative and
technical staff.  The Company expects general and administrative expenses to
increase in future periods in support of the expected increases in both research
and development activities as well as sales and marketing activities and as the
Company incurs expenses associated with being a public company.





                                  Page Eleven
<PAGE>   12
Other income increased by $22,482 over the same period in 1995, due primarily to
income from the compromise of debt with a trade creditor.  Net interest expense
declined by approximately $800 due to interest income from higher cash balances
resulting from the private placement sale of common stock during the second
quarter of 1996.  The Company expects its interest earnings to increase over the
next year due to investments of unallocated proceeds from its recent public
offering.

Nine Months Ended September 30, 1996 Compared to 
Nine Months Ended September 30, 1995:
- - ------------------------------------------------

There were no revenues for the nine month period ended September 30, 1996
whereas during the same period in 1995 the Company received grant revenues of
$124,171.

Research and development expenses for the nine months ended September 30, 1996
increased by approximately $5,100 or 3%. The small increase in expenses was due
to an overall reduction in research and development efforts for the first six
months of 1996 resulting from the expiration of the Company's grant and reduced
working capital during this period.

General and administrative expenses increased approximately $214,800 or $229%
for the nine months ended September 30, 1996, over the same period in 1995.
Approximately $115,900 of this increase occurred in the three month period
ended September 30, 1996, principally due to indirect expenses associated with
the raising of equity capital.


LIQUIDITY AND CAPITAL RESOURCES:

From inception through September 1996, the Company financed its operations
primarily through sales of equities, borrowings and deferred payment of
salaries and other expenses from related parties and grants.  On September 26,
1996, the Company effected the public sale of 2,500,000 units of its common
stock and attached warrants.  Each unit consisted of one share of common stock
and one warrant to purchase one share of common stock.  The closing took place
on October 1, 1996 and on that date, the Company realized cash proceeds of
$17,363,003 from the sale. At September 30, 1996, such amount was reflected by
the Company as an account receivable.  Expenses directly related to the public
offering of units were approximately $552,000 at September 30, 1996, and have
been offset against the common stock proceeds of the offering in stockholders'
equity.

Subsequently, on October 11, 1996, the underwriter exercised an option to
purchase an  additional 200,000 units resulting in net proceeds of $1,389,280
to the Company.

The Company is in the development stage devoting substantially all of its
efforts to research and development.  During its development stage, the Company
has incurred cumulative losses of approximately $5.5 million through September
30, 1996, and expects to incur substantial losses over the next several years.
In addition to the funds derived from the recently completed public offering,
the Company will require substantial additional funds in order to complete the
research and development activities currently



                                  Page Twelve
<PAGE>   13
contemplated and to commercialize its proposed products.  The Company's future
capital requirements and availability of capital will depend upon many factors,
including continued scientific progress in research and development programs,
the scope and results of preclinical studies and clinical trials, the time and
costs involved in obtaining regulatory approvals, the cost involved in filing,
prosecuting and enforcing patent claims, competing technological developments,
the cost of manufacturing scale-up, the cost of commercialization activities
and other factors which may not be within the Company's control.  The Company
anticipates that its existing capital resources will be adequate to fund its
capital needs for at least 12 months.

Without additional funding, the Company may be required to delay, reduce the
scope or eliminate one or more of its research and development projects, or
obtain funds through arrangements with collaborative partners or others which
may require the Company to relinquish rights to certain technologies, product
candidates or products that the Company would otherwise seek to develop or
commercialize on its own.  As there can be no assurance that the Company will
be able to raise additional funds on acceptable terms, if at all, these
conditions raise substantial doubt about the Company's ability to continue as
a going concern.  Other factors impacting the future success of the Company are
the ability to develop products which will be safe and effective in treating
neurological and immunological diseases, ability to obtain government approval
as well as dependency on key personnel.  All of these factors also raise
significant doubt about the Company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include any
adjustments to reflect the future effects that might result from the possible
inability of the Company to continue as a going concern.


FACTORS AFFECTING OPERATING RESULTS:

The future operating results of the Company are highly uncertain, and the
following factors should be carefully reviewed in addition to the other
information contained in this quarterly report on Form 10-QSB:

The Company has incurred losses in every year of its existence and expects to
continue to incur significant operating losses for the next several years.  The
Company has never generated revenues from product sales and there is no
assurance that revenue from product sales will ever be achieved.  In addition,
there is no assurance that any of the Company's proprietary products will ever
be successfully developed, receive and maintain require governmental regulatory
approvals, become commercially viable or achieve market acceptance.

The Company has no experience in manufacturing, procuring products in
commercial quantities, or marketing and only limited experience in negotiating,
setting up or maintaining strategic relationships and conducting clinical
trials or other late stage phases of the regulatory approval process and there
is no assurance that the Company will successfully engage in any of these
activities.



                                 Page Thirteen
<PAGE>   14
The Company's need for additional funding is expected to be substantial and
will be determined by the progress and cost of the development and
commercialization of its products and other activities.  Based on the Company's
current operating plan, additional funds will be needed in approximately
twenty-two months.  Moreover, if the Company experiences unanticipated cash
requirements during the interim period, the Company could require additional
funds much sooner.  The source, availability, and terms of such funding have
not been determined.  Although funds may be received from the sale of equity
securities or the exercise of outstanding warrants and options to acquire
common stock of the Company, there is no assurance any such funding will occur.

The Company faces numerous other risks in the operation of its business,
including, but not limited to, protecting its proprietary technology and trade
secrets and not infringing those of others; attaining a competitive advantage;
entering into agreements with others to source, manufacture, market and sell
its products; attracting and retaining key personnel in research and
development, manufacturing, marketing, sales and other operational areas;
managing growth, of any; and avoiding potential claims by others in such areas
as product liability and environmental matters.

The above factors are not intended to be inclusive and there may be numerous
other areas subjecting the Company's operating results to risk.  Failure to
satisfactorily achieve any of the Company's objectives or avoid any of the
above or other risks would likely have a material averse effect on the
Company's business and results of operations.





                                 Page Fourteen
<PAGE>   15
                          PART II.  OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a)      Exhibits - 27 Financial Data Schedule.

          (b)      Reports of Form 8-K

                   Not applicable.





                                  Page Fifteen
<PAGE>   16
                                   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.


                                            NEOTHERAPEUTICS, INC. AND SUBSIDIARY


Date:    November 7, 1996                   By: /s/ ALVIN J. GLASKY
                                            ------------------------------
                                                    Alvin J. Glasky, Ph.D.
                                                    President




Date:    November 7, 1996                   By: /s/ SAMUEL GULKO
                                            ------------------------------
                                                    Samuel Gulko
                                                    Chief Financial Officer




                                  Page Sixteen

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10QSB
FOR QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          28,754
<SECURITIES>                                         0
<RECEIVABLES>                               17,409,003
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            17,667,378
<PP&E>                                          89,747
<DEPRECIATION>                                  55,228
<TOTAL-ASSETS>                              17,701,897
<CURRENT-LIABILITIES>                        1,378,667
<BONDS>                                        558,304
                                0
                                          0
<COMMON>                                    21,311,483
<OTHER-SE>                                 (5,546,557)
<TOTAL-LIABILITY-AND-EQUITY>                17,701,897
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               513,464
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              38,119
<INCOME-PRETAX>                              (530,746)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (530,746)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (530,746)
<EPS-PRIMARY>                                   (0.22)
<EPS-DILUTED>                                   (0.22)
        

</TABLE>


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