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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC File Number
WASHINGTON, DC 20549
FORM 12B-25
CUSIP Number
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: September 30, 1997
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:________________________________________________
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant Lidak Pharmaceuticals
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Former name if applicable
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Address of principal executive office (Street and number)
11077 North Torrey Pines Road
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City, State and Zip Code La Jolla, California 92037
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PART II. RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check where appropriate.)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without reasonable effort or expense;
|
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
/X/ | filed on or before the fifteenth calendar day following the prescribed
| due date; or the subject quarterly report or transition report on Form
| 10-Q, or portion thereof will be filed on or before the fifth calendar
| day following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report or portion thereof, could not be filed
within the prescribed time period.
Filing of subject Form 10-K could not be accomplished by filing date
without unreasonable effort or expense because the Company received notice
on December 29, 1997 of a business development which required revision of
the Form 10-K text.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John J. Hentrich, Esq.
Baker & McKenzie
101 West Broadway, Twelfth Floor
San Diego, California 92101
(619) 236-1441
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
/X/ Yes / / No
See the attached exhibit 1 for an explanation of the change in the results
of operations.
Lidak Pharmaceuticals
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(Name of Registrant as Specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 29, 1997 By: /s/ Jeffery B. Weinress
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Vice President and Chief Financial
Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEC 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (sec 232.201 or sec 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (sec
232.13(b) of this chapter).
2
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EXHIBIT 1
SELECTED FINANCIAL DATA
The selected financial data presented below at September 30, 1996 and 1997,
for the years ended September 30, 1995, 1996, and 1997 and the period from
inception (August 31, 1988) through September 30, 1997 are derived from, and are
qualified by reference to, the audited financial statements of the Company and
should be read in conjunction with those financial statements and notes thereto.
<TABLE>
<CAPTION>
From
Years Ended September 30, August 31, 1988
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1993 1994 1995 1996 1997 September 30, 1997
------------ ------------ ------------ ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Revenues .................. $ 590,822 $ 1,016,719 $ 884,589 $ 4,158,038 $ 1,547,554 $ 9,548,570
Net loss .................. (6,139,223) (4,813,341) (10,173,001) (6,130,241) (11,109,242) (45,405,440)
Net loss per share (1) .... $ (.35) $ (.19) $ (.35) $ (.19) $ (.30)
Weighted average
number of common shares
outstanding (1) ......... 17,310,231 25,166,958 29,338,418 32,072,944 36,779,774
September 30,
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1993 1994 1995 1996 1997
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Balance Sheet Data:
Cash, cash equivalents and
short-term investments .. $ 10,256,445 $ 17,402,896 $ 10,035,727 $ 20,374,010 $ 14,428,834
Working capital ......... 10,063,769 16,837,299 8,567,966 13,759,577 11,336,627
Total assets ............ 10,877,700 18,244,299 10,954,043 22,846,879 15,727,495
Convertible notes payable 5,721,087 2,415,461
Total liabilities ....... 378,529 847,904 1,705,443 7,778,760 3,433,569
Stockholders' equity .... 10,499,171 17,396,395 9,248,600 15,068,119 12,293,926
</TABLE>
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(1) The Escrow Shares outstanding in the fiscal year ended 1993 and 1994 are
excluded from the computation of net loss per share.
COMPARISON OF FISCAL 1996 AND 1997
NET LOSSES - 1997 VS. 1996
During the fiscal year ended September 30, 1997, ("fiscal 1997") the
Company incurred a net loss of $11.1 million compared to a net loss of $6.1
million in the fiscal year ended September 30, 1996 ("fiscal 1996").
REVENUES - 1997 VS. 1996
Revenues totaled $1.5 million for fiscal 1997 compared to $4.2 million for
fiscal 1996. Revenues for fiscal 1997 consisted of license fee/contract research
income of $525,000, interest and other income of $881,000 and federal research
grant income of $142,000.
The decrease in revenues during fiscal 1997 was attributable to higher
license fees earned in the 1996 period in connection with certain license
agreements and lower interest income as a result of a lower average cash balance
during the 1997 period. Partially offsetting the overall decrease in revenues in
the 1997 period are increased revenues from federal research grants.
EXPENSES - 1997 VS. 1996
Research and development expenses increased by $3.1 million to $7.6 million
during fiscal 1997 as compared to fiscal 1996. The increase in expenses during
fiscal 1997 was primarily attributable to the recently completed U.S. Phase 3
clinical trials of LIDAKOL which began early in fiscal 1997. During fiscal 1997,
the Company's clinical trial expense for LIDAKOL increased by $2.5 million
compared to fiscal 1996. Also contributing to the overall increased research and
development expenses during fiscal 1997 were increased costs related to the
Company's other research and development activities, partially offset by
decreased costs related to LMI.
General and administrative expenses increased to $3.0 million during fiscal
1997 from $2.7 million during fiscal 1996. The increase in expenses is
attributable primarily to non-recurring expenses incurred in the 1997 period
related to reacquiring from Bristol-Myers Squibb Company the rights to market
LIDAKOL in all territories except the U.S., Canada and Mexico. Also contributing
to the increased expenses in the 1997 period are higher costs of rent due to the
expansion of administrative office space during the year. Further contributing
to the increased expenses in the 1997 period are increased non-cash expenses in
connection with the recording of compensation expense related to the issuance of
stock options to non-employees and increased non-cash expenses related to
depreciation of the Company's fixed assets.
Partially offsetting the increased general and administrative expenses in
the 1997 period are lower costs of legal fees, lower costs of investor relations
activities, lower salaries and wage expense, and a decrease in non-recurring
taxes paid in the 1996 period associated with license fees earned in that
period. Also, partially offsetting the overall increased expenses in the 1997
period are lower non-cash expenses in the amount of $151,000 from the
amortization of deferred debt issue costs.
During fiscal 1997, interest expense decreased to $2.1 million from $3.0
million during fiscal 1996. The decrease in interest expense during the 1997
period was due primarily to lower non-cash expenses associated with the
amortization of the discount on the convertible notes and lower interest expense
due to a lower convertible notes payable balance in the 1997 period. Of the $2.1
million in interest expense, $1.4 million represents non-cash interest expense
associated primarily with the Convertible Note dated February 26, 1997.
