SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29, 1996
VIMRx Pharmaceuticals Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other juris-
diction of incorp-
oration)
0-19153
(Commission
File Number)
06-1192468
(IRS Employer
Identification No.)
1200 High Ridge Road, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 329-0811
Not Applicable
(Former name or former address, if changed since last report)
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This Form 8-K/A is being filed by VIMRx Pharmaceuticals Inc. (the
"Registrant") to provide the required financial statements for Ribonetics GmbH,
a business acquired by the Registrant, as reported by the Registrant on a
Current Report on Form 8-K dated June 12, 1996.
Item 7Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Ribonetics GmbH
1. Report of Independent Auditors.
2. Balance Sheets as at December 31, 1994, December 31, 1995 and May 31,
1996 3. Statements of Operations and Deficits for each of the three years in the
three-year period ended December 31, 1995 and for the five-month period ended
May 31, 1996. 4. Statements of Cash Flows for each of the three years in the
three-year period ended December 31, 1995 and for the five months ended May 31,
1996.
(b) Pro Forma Financial Information.
1. Pro Forma Balance Sheet as of December 31, 1995. 2. Pro Forma Statement
of Operations for the year ended December 31, 1995. 3. Pro Forma Statement of
Operations for the six month period ended June 30, 1996.
(c) Exhibits.
2.1 Stock Purchase Agreement dated May 22, 1996 among VPI Holdings, Ltd.,
the Registrant and Dr. Herbert Stadler.
4.3 Warrant Purchase Agreement dated as of May 22, 1996 between the
Registrant and Dr. Herbert Stadler.
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SIGNATURE
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 hereunto duly authorized.
VIMRx PHARMACEUTICALS INC.
(Registrant)
By: /s/ Richard L. Dunning
Richard L. Dunning
President and Chief Executive Officer
Dated: August 12, 1996
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INDEX OF FINANCIAL STATEMENTS OF ACQUIRED BUSINESS
rI Ribonetics GmbH
1. Report of Independent Auditors.
2. Balance Sheets as at December 31, 1994, December 31, 1995 and May 31, 1996
3. Statements of Operations and Deficits for each of the three years in the
three-year period ended December 31, 1995 and for the five-month period
ended May 31, 1996.
4. Statements of Cash Flows for each of the three years in the three-year
period ended December 31, 1995 and for the five months ended May 31, 1996.
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SIGNATURE
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 hereunto duly authorized.
VIMRx PHARMACEUTICALS INC.
(Registrant)
By:
Richard L. Dunning
President and Chief Executive Officer
Dated: August 12, 1996
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LPS LEISTNER POKOJ SCHNEDLER GMBH
WIRTSCHAFTSPR+FUNGSGESELLSCHAFT - STEUERBERATUNGSGESELLSCHAFT
- On audit, tax advising and similar engagements in cooperation with Summit
International Associates, Inc. -
65760 Eschborn/Frankfurt
LPS Leistner Pokoj Schnedler GmbH, WPG, STBG. Frankfurter Stra e 92
Postfach 5903 65734 Eschborn/Frankfurt Telefon (06196) 93 34-0
Telefax (06196) 93 34 30
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders!
We have audited the accompanying balance sheets of Ribonetics GmbH Gesellschaft
fur molekulare Therapie, Gottingen/Germany as of December 31, 1994, December 31,
1995 and May 31, 1996 and and the related statements of operations and deficit,
and cash flows for each of the years in the three year period ended December 31,
1995 and the fife month ended May 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audits provides a reasonable basis for our
opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Ribonetics GmbH Gesellschaft fur
molekulare Therapie, Gottingen/Germany as of December 31, 1994, December 31,
1995 and May 31, 1996 and the results of its operations, and its cash flows for
each of the years in the three year period ended December 31, 1995 and the fife
month ended May 31, 1996 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
Ribonetics GmbH Gesellschaft fur molekulare Therapie, Gottingen/Germany will
continue as a going concern. As discussed in Note 1, the research and
development activities did not generate sufficient income from own sources to
cover all expenses. Therefore the survival of Ribonetics GmbH is depending on
the continuing ability to obtain funds from the shareholder and third parties to
cover the research and development expenses. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
July 17, 1996
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<TABLE>
RIBONETICS GMBH GESELLSCHAFT FuR MOLEKULARE THERAPIE
GoTTINGEN/GERMANY
(a development stage company)
BALANCE SHEETS
<CAPTION>
A S S E T S December 31,
1994 1995 May 31, 1996
---- ---- ------------
<S> <C> <C> <C>
CURRENT ASSETS
Cash 203,787 32,304 118,217
Accounts receivable - trade 2,790 0 0
Prepaid expenses 11,9 2,772 2,895
Other receivables (Note 6) 34,449 33,357 21,378
-------- ------ -------
Total Current Assets 252,981 68,433 142,490
------- ------ -------
FIXED ASSETS (Note 1)
Engineering drawings 0 0
EDP-Software 4,822 8,201 9,609
Computer aided designs 0 0
Tools and models 0 0
Rights and licences 85,491 85,491 85,491
Office and laboratory equipment 504,668 566,470 567,053
Fixed assets, at cost 594,981 662,153
Less accumulated depreciation (1 (267,76 (330,102)
---------------------------
Net Fixed Assets 468,993 392,400 332,051
------------------- -------
TOTAL ASSETS 721,974 460,833 474,541
=================== =======
See accompanying notes and auditors` report.
</TABLE>
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<TABLE>
L I A B I L I T I E S December 31,
<CAPTION>
1994 1995 May 31, 1996
---- ---- ------------
US-$
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable 61,401 19,437 68,737
Bank loans 111
Due to related party (Note 5) 26,345 95,157 148,988
Intercompany liabilities (Note 5) 594,234 750,000 750,000
Other liabilities (Note 7) 109,454 50,996 56,548
Accrued liabilities (Note 8) 5,791 17,091 15,128
-------- ------ ------
Total Current Liabilities 797,336 932,68 1,039,401
------- -----------------------------
Stockholders Equity
Common Stock, 1 share authorized,
issued and outstanding 30,979 30,979 30,979
Capital contributions (Note 5) 200,205
Cumulative translation
adjustment (Notes 1 and 2) (18,678) (40,495) (31,668)
Deficit accumulated during
development stage (Note 1) (87,663) ( 462,332) (764,376)
---------------------- --------------
Total Stockholders' Equity (Deficit) (75,362) (471,848) (564,860)
--------------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 721,974 460,833 474,541
======= ======= =======
See accompanying notes and auditors` report.
</TABLE>
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<TABLE>
RIBONETICS GMBH GESELLSCHAFT FuR MOLEKULARE THERAPIE
GoTTINGEN/GERMANY
(a development stage company)
STATEMENT OF OPERATIONS AND DEFICIT
<CAPTION>
November 20, November 20,
1992 Five-Months 1992
Year Ended December 31, (Inception) to Ended
(Inception) to
1993 1994 1995 December 31, 1995 May 31, 1996 May 31, 1996
US-$ US-$ US-$ US-$ US-$ US-$
<S> <C> <C> <C> <C> <C> <C>
REVENUE
Sales 2,906 15,573 2,682 21,161 4,044 25,205
Governmental grants (Note 4) 0 93,626 231,850 325,476 76,561
402,037
Funding from other institutions (Note 5) 609,629 1,164,595 997,349
2,776,907 112,387 2,889,294
612,535 1,273,794 1,231,881 3,123,544 192,992
3,316,536
OPERATING EXPENSES
Research and development costs 553,667 1,176,486 1,212,705 2,943,936
379,066 3,323,002
General and administrative Expenses 157,076 194,698 396,656 752,685
115,235 867,920
Selling Expenses 446 3,350 3,527 7,323 988 8,311
711,189 1,374,534 1,612,888 3,703,944 495,289
4,199,233
OPERATING (LOSS) (98,654) (100,740) (381,007) (580,400)
(302,297) (882,697)
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OTHER INCOME 117 101,129 0 101,246 3,683 104,929
INTEREST INCOME (EXPENSES) 4,549 5,921 6,338 16,822
(3,430) 13,392
NET INCOME (LOSS) (93,988) 6,310 (374,669) (462,332)
(302,044) (764,376)
RETAINING EARNINGS (DEFICIT) - BEGINNING
OF PERIOD 15 (93,988) (87,678) 0 (462,332) 0
DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE - END OF PERIOD (93,973) (87,678) (462,347)
(462,332) (764,376) (764,376)
See accompanying notes and auditors` report.
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</TABLE>
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LPS Leistner Pokoj Schnedler GmbH
Eschborn/Frankfurt, Germany
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Ribonetics GmbH Gesellschaft fur molekulare Therapie (in the following also
referred to as the "Company") was incorporated on November 20, 1992, in
Gottingen/Germany. The purpose of the Company is to research, develop and sell
synthetic peptide and nucleinacidderivates to development and research
institutions and to therapie centers. Since the day of foundation the Company
has not earned significant income from its own resources, because the research
and development activities are not finalized. The Company has not been able to
sell its own products at a sales volume which is sufficient to cover the cost of
the research and development activities. The Company's main source of income
had been from fees of other research and development firms and grants of the
German governement.
The Company was founded in Germany as a limited liability company (GmbH) and is
subject to the commercial and trade law of the Federal Republic of Germany.
The Company was founded by Scion Health Ltd., Cambridge/United Kingdom (in the
following referred to as Scion) at a 49 % shareholding and Institut fur
Bioanalytik gemeinnutzige Gesellschaft mbH, Gottingen/Germany (in the following
referred to as IBA) at a 51 % shareholding. On March 5, 1993, Dr. Herbert
Stadler, Niemetal-Lowenhagen/Germany (in the following referred to as "Dr.
Stadler") acquired the share of 51 % from IBA. Dr. Herbert Stadler holds 50 % of
the shares of IBA and is its sole General Manager too. On June 9, 1994, Scion
transferred its share to Animal Biotechnology Cambridge Ltd., Cambridge/United
Kingdom (in the following referred to as ABC). In 1994/95 ABC went into
bankruptcy. In order to prevent the Company for actions which may be taken by
the receiver of ABC, the share of ABC was seized by the Company at April 7,
1995. ABC was compensated for the loss of the share by the Company. In order to
keep the minimum paid in subscribed capital at a level of DM 50,000, the nominal
value of the share of Dr. Stadler was increased at May 22, 1996, and the
required amount was paid by him to the Company.
On May 23, 1996, VIMRx Pharmaceuticals Inc., Stamford/Connecticut/USA a Delaware
corporation (in the following referred to as "VIMRx"), through ist subsidiary,
VPI Holdings, Ltd., Hamilton/Bermuda (in the following referred to as "VPI
Holdings") acquired all of the issued and outstanding capital stock of the
Company from Dr. Stadler, its sole shareholder, for US-$ 1,500,000 in cash and
warrants to purchase between 365,000 and 500,000 shares of VIMRx' Common Stock
(the exact number to be determined based on the market value of the Common Stock
on The Nasdaq Stock Market during the three-month period following the
acquisition) at an exercise price of US-$ .01 per share, with a cashless
exercise provision. Dr. Stadler also received a ten percent equity interest in
VPI Holdings. For the period commencing September 30, 1997 and ending June 1,
2000, subject to certain restrictions (including without limitation volume
limitations on permissible sales), Dr. Stadler is entitled to require VIMRx to
file a registration statement for the public sale of Dr. Stadler's shares of
Common Stock that are not otherwise available for public sale pursuant to Rule
144 under the Securities Act of 1933, as amended. Dr. Stadler is also entitled
to certain "piggyback" registration rights with respect to his shares. VIMRx
previously acquired rights to commercialize and exploit synthetic
oligonucleotide compounds for pharmaceutical and diagnostic products under a
worldwide exclusive license from the Company. Prior to the acquisition, VIMRx
funded research and development by the Company pursuant to a research and
development
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agreement which was terminated in January 1996. Dr. Stadler will remain as
an advisor to the Company and VIMRx. Period of Operations
The business year of the Company agrees with the calendar year.
Basis of Financial Statements and Preparation
The financial statements have been prepared on a going concern basis which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.
The accumulated loss for the Company up to May 31, 1996, amounts to US-$
764.376. The financial statements show a shareholders deficit in the amount of
US-$ 764.376. It can be assumed that the Company is overindebted. If the Company
has no hidden assets (such as goodwill or intellectual property) or liabilities
which are to be considered as equity equivalents, the commercial law of the
Federal Republic of Germany requires that the General Manager of the Company
files for bankruptcy within a period of 21 days after the shareholder's deficit
is known to the General Manager. But the Management and the Shareholder of the
Company are confident that the goodwill derived from the research and
development activities have generated a fair market value of the Company which
is significantly higher than the shareholder's equity at book value.
The continuation of the Company is dependend upon the Company's successful
attempt to raise additional funds for offsetting the research and development
expenses.
Use of estimates
The preparation of financial statemensts in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.
Actual results could differ from those estimates.
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Revenue Recognition
The Company prepares its financial statements on the accrual basis of
accounting. Under this method of accounting, revenue is recognized when earned,
and expenses are recognized when incurred, whether paid or not.
Depreciation and Amortization
The cost of property and equipment is depreciated over the estimated useful
lives of the related assets. For financial reporting purposes, depreciation is
computed using the straight-line method over estimated useful lives as follows:
EDP software 3 to 5 years
Office equipment 10 years
Laboratory equipment 5 to 10 years
Income Taxes
Due to the current and prior years losses no income taxes arose. The Company has
tax loss carry forwards which can be offset against future taxable income for
both corporation and trade tax on income in the amount of approximately US-$
764.000. There is no time limitation for the offset against the future income
tax base.
Property and Equipment
Property and equipment is stated at cost. Maintenance, repairs and minor
renewals are expensed as incurred. When property is retired or otherwise
disposed of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in the operations.
Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires the Company to disclose estimated fair
values for its financial instruments. Fair value estimates, methods, and
assumptions for the carrying amounts of cash, receeivables, accounts payable,
due to related parties, intercompany liabilities and other liabilities
approximate fair value because of the short maturity of those instruments.
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<PAGE>
Recently Issued Accounting Standards
The Company has not elected to early adopt the provisions of recently issued
accounting standards regarding impairment of longlived assets. This standards
will require entities to review long-lived assets and certain identifiable
intangibles to be held and used, for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company has not determined the potential impact, if any, of the
adoption of this standard on ist financial position or results of operation.
NOTE 2 - FOREIGN CURRENCY TRANSLATION
In accordance with Financial Accounting Standards Board Statement No. 52, the
accounts of the Company are translated from Deutschmarks (DM) into United States
dollars (US-$) as follows:
1. Intercompany liability is translated at the historical rate, 2. All
assets and other liabilities at the rate at balance sheet date, 3. Equity
positions are translated with historical rates, 4. Operating expenses, other
than depreciation, at the weighted average rates during the periods of
operations, 5. Depreciation includes the depreciation originally
recordtranslated by thes yearly average rate. In addition all exchange rate
differences relating to the fixed assets and accummulated depreciation are
included.
The beginning balance of the foreign currency translation account was zero at
the inception of the Company. The foreign currency translation from November 20,
1992 (date of inception) to May 31, 1996 resulted in a decrease of total
stockholder's equity (increase of deficit) in the amount of US-$ 31,668 as
shown in the accompanying balance sheet.
NOTE 3 - INCOME TAXES
No provisions for income taxes have been accrued because of the large losses.
As of May 31, 1996, the Company has approximately US-$ 764.000 loss
carryforwards available to reduce future taxable income for an unlimited period
of time. There is no difference between tax and statutory books.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company conducts its research and development activities from office and
laboratory rooms which are leased under an operating lease which is cancellable
with three months advance notice. Also the major part of the office equipment
and the laboratory apparatus is leased, but the contracts can be terminated with
three months advance notice or by not paying the monthly rent.
The Company has obtained from the German government (Bundeskasse Bonn.-
Forschungszentrum Julich) a preliminary assessment, in which the Company is
entitled to obtain funds from the German Government in the
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aggregate amount of US-$ 473,500 (DM 734,000) during 1994, 1995 and 1996. The
funds should be used to partly offset the cost for development and research
activities for a special research project up to an amount of 50 % of the total
cost for the project. During 1994, 1995 and 1996 grants were obtained in the
amount of US-$ 402,037 and recorded as revenue. The final approval for the
grants is pending. The Company management believes that the grants will be
finally approved because the research and development cost for the specific
project are actually higher than estimated. If this is not the case, then the
grants should be partly or fully paid back to the German government.
Epoch Pharmaceuticals, Inc. (formerly MicroProbe Corporation) (in the following
referred to as "Epoch"), in its Form 10-KSB Annual Report for the year ended
December 31, 1995 (the "1995 Form 10-KSB"), and its February 13, 1995 letter
(the "February 1995 letter") to VIMRx, claims to have paid US-$ 1,502,000 to
ABC, a former shareholder of the Company, in connection with an agreement to
purchase, among other things, ABC's shares of the Company and certain other
assets of ABC. In the February 1995 letter, Epoch also claims to have remitted
US-$ 1,583,000 (US-$ 1,634,000 asserted in the 1995 Form 10-KSB) to ABC and/or
the Company between December 1993 and September 1994. In the February 1995
letter, Epoch advised VIMRx and by separate letters dated October 19, 1994,
advised the Company's former shareholders that the amounts were loans and
demanded repayment of these amounts. Management believes the Company has no
obligation to Epoch.
The Company is obliged to pay US-$ 33,700 (DM 50,000) to Dr. Stadler up to May
31, 1997 for advisory services.
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NOTE 5 - RELATED PARTY TRANSACTIONS/ACCOUNTS
The Company includes the following accounts due from and due to related parties
in its financial statements:
Related Common
Party Ownership 12/31/94 12/31/95 5/31/96
US-$ US-$ US-$
Due to related party:
Institut fur BioanalytikDr. Stadler is sole shareholder26,345 95,157 148,988
====== ====== =======
Intercompany liabilities:
VIMRx Pharmaceuticals InVIMRx holds all
shares of the Company
since May 22, 1996 750,000 750,000 750,000
Intercompany receivables:
Ribonetics UK, Ltd. Dr. Stadler holds 50 % of
the shares. 155,766 - -
------- - -
594,234750,000 750,000
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The following transactions were excercised with related parties in 1996, 1995
and 1994:
Related Type of
Party Transaction 1994 1995 1996
US-$ US-$ US-$
Ribonetics UK Ltd. Payments to UK as funding
of research and development 184,301 - -
======= = =
Institut fur Rental of office rooms
Bioanalytik GmbH and laboratory floor 53,099 40,61021,669
Rental of laboratory equipment1,779 83,04122,944
Final charge for 1995 utilities - - 7,931
Charge for payroll expenses - 40,12912,173
54,878 163,78064,717
VIMRx Pharmaceuticals Payments received as funding
of research and development 750,000 991,000 112,387
======= ======== =======
VPI Holdings Ltd. Payments received as funding
of research and development - - 200,205
= = =======
NOTE 6 - OTHER RECEIVABLES
Other receivables consisted of the following:
12/31/94 12/31/95 5/31/96
US-$ US-$ US-$
Value added tax receivable 14,224 33,357 21,378
Amount due to officer 18,661 - -
Corporation tax refund 1,537 - -
Sundry receivables 25 - -
-- - -
34,449 33,357 21,378
====== ====== ======
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NOTE 7 - OTHER LIABILITIES
Other liabilities consisted of the following:
12/31/94 12/31/95 5/31/96
US-$ US-$ US-$
Loan due to former shareholder (Dr. Stadler) 70,954 29,375 40,485
Payroll withholding tax 15,254 3,440 4,169
Social security contributions (50 % withholdings) 13,706 13,435 7,439
Salary last month - 4,746 4,455
Employee savings plan 402 - -
Sundry liabilities 9,138 - -
109,454 50,996 56,548
======= ====== ======
NOTE 8 - ACCRUED LIABILITIES
Accrued liabilities represent the following:
12/31/94 12/31/95 5/31/96
US-$ US-$ US-$
Compilation of financial statements by tax advisor 3,217 6,976 6,329
Bookkeeping service charge 2,574 6,627 2,281
Contribution to workmen's compensation in case of accident- 3,259 3,488
Interest charge - - 3,259
- - - -----
5,791 17,091 15,128
===== ====== ======
NOTE 9 - OTHER MATTERS
During the five months up to May 31, 1996, the Company was charged by the local
tax authority in the amount of DM 32,300 (US-$ 21,768) because the payroll tax
on the salary of a former General Manager, who was limited taxable in Germany,
was not properly calculated and withheld. The amount is included in other
research and development expenses.
During the year ended December 31, 1995, the Company recorded a provision for
doubtful accounts of US-$ 184,301 relating to the amounts due from Ribonetics UK
Ltd, a company controlled by Dr. Stadler.
In addition, a provision for doubtful accounts of US-$ 11,233 was recorded wich
represents uncollectible amounts due from an officer who has left the company.
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VIMRx Pharmaceuticals Inc.
Pro Forma Balance Sheet
At December 31, 1995
Proforma Proforma
VIMRX Ribonetics Adjustment Balance Sheet
Dr (Cr)
Assets
Cash and cash equivalen$2,218,970 $32,304 ($1,500,000)(2) $ 751,274
Other Current Assets 406,115 36,129 442,244
------- -------- -------
Current Assets 2,625,085 68,433 1,193,518
Equipment Net 107,942 392,400 500,342
Notes Receivable 225,000 (225,000) (1)
Other Assets 493,000 493,000
------- -------
Total Assets $3,451,027 $460,833 $2,186,860
========== ======== ==========
Liabilities
Current Liabilities
Accounts Payable and
accrued liabilities $ 431,491 $182,681 ($1,562,200)(2) $2,176,372
Notes Payable 1,802,048 750,000 750,000 (1) 1,802,048
--------- --------- ------- ------ ----------
Total Current Liabili2,233,539 932,681 3,978,420
Other Liabilities 464,000 464,000
------- -------
Total Liabilities 2,697,539 932,681 4,442,420
Shareholders Equity
Common Stock,
additional Paid In
Capital and translation
adjustment 23,264,355 (9,516)(9,516) (2) 23,264,355
Deficit (22,510,867 (462,332) (525,000) (1)
3,071,716 (2) (25,519,915)
--------- --- ------------
Total Shareholders'
Equity (Deficit753,488 (471,848) (2,255,560)
------- ----------- ------------
Total Liabilities and
Stockholders' Equ$3,451,027 $ 460,833 $2,186,860
========== ========== ==========
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(1) To eliminate inter-company accounts.
(2) To record the purchase of Ribonetics.
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VIMRx Pharmaceuticals Inc.
Proforma Statement of Operations
For year ended December 31, 1995
Proforma Proforma
VIMRx Ribonetics Adjustment Statement
Revenue $1,231,881 $ 991,000 (1) $ 240,881
Operating Expense 5,111,732 1,612,888 (991,000) 5,733,620
Purchased R & D 3,009,000 (2) 3,009,000
Other Expense (Income) 128,027 (6,338) 121,689
Net Loss $5,239,759 $ 374,669 $8,623,428
========== =========== ==========
Net Loss per Share $0.27 $0.44
===== =====
(1) Elimination of inter-company transactions
(2) To record purchase research and development related to the purchase of
Ribonetics
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VIMRx Pharmaceuticals Inc.
Profroma Statement of Operations
For the Six Month Period ended June 30, 1996
Proforma Proforma
VIMRx Ribonetics Adjustment Statement
Five months
ended
May 31, 1996
Revenue $192,992 ($112,387) (1) $80,605
Operating Expenses 5,678,041 495,289 (112,387) 6,060,943
Other Expenses 223,777 (253) 223,524
Net Loss $5,901,818 $302,044 $6,203,862
Net Loss per share $0.18 $0.19
(1) elemination of intercompany transactions
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