<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly period ended March 31, 1998
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 001-13835
OPHIDIAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its Charter)
WISCONSIN 39-1661164
--------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5445 East Cheryl Parkway, Madison, WI 53711
----------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
(608) 271-0878
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.*
Yes X No
----- -----
* Registrant has filed all required reports noted in (1) above, but its
registration statement, filed on Form S-1, became effective May 7, 1998,
and therefore Registrant has not been subject to such filing requirements
for the past 90 days.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding
Class June 15, 1998
----- -------------
Common Stock, $0.025 par value 9,039,930
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OPHIDIAN PHARMACEUTICALS, INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - March 31, 1998 and
September 30, 1997 3
Condensed Statements of Operations -
Three-months ended March 31, 1998 and 1997,
six-months ended March 31, 1998 and 1997 and
the period from inception (November 11, 1989)
to March 31, 1998. 4
Condensed Statements of Cash Flows -
Six-months ended March 31, 1998 and 1997 and
the period from inception (November 11, 1989)
to March 31, 1998. 5
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II OTHER INFORMATION 13
EXHIBITS 14
SIGNATURES 15
</TABLE>
2
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OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30 MARCH 31,
1997 1998
----------- -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................ $ 3,547,036 $ 1,543,596
Short-term investments........................... 359,588 239,926
Accounts receivable.............................. 214,988 79,496
Prepaid expenses and other....................... 58,975 244,156
----------- -----------
Total current assets........................... 4,180,587 2,107,174
Other assets....................................... 278,005 659,199
Equipment and leasehold improvements
Furniture and fixtures........................... 96,692 96,692
Manufacturing equipment.......................... 123,452 184,519
Laboratory equipment............................. 429,758 480,579
Office equipment................................. 54,537 54,537
Leasehold improvements........................... 24,092 24,092
----------- -----------
728,531 840,419
Accumulated depreciation......................... 406,167 473,545
----------- -----------
Net equipment and leasehold improvements........... 322,364 366,874
Patent costs, net of accumulated amortization of
$24,935 and $30,442, September 30, 1997, and
March 31, 1998, respectively..................... 1,194,650 1,326,270
----------- -----------
Total assets................................... $ 5,975,606 $ 4,459,517
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................. $ 246,096 $ 271,422
Accrued expenses and other liabilities........... 105,502 89,952
Current portion of capital lease obligations..... 16,450 11,366
----------- -----------
Total current liabilities...................... 368,048 372,740
Capital lease obligations, less current portion.... 17,956 14,427
Deferred revenue -- noncurrent..................... 191,646 345,641
Commitments and contingencies
Shareholders' equity:
Common stock, $.0025 par value, 22,400,000 shares
authorized, 7,288,566 and 7,289,930 shares
issued and outstanding at September 30, 1997,
and March 31, 1998, respectively............... 18,218 18,225
Additional paid-in capital....................... 12,680,394 12,694,763
Deficit accumulated during the
development stage.............................. (7,299,633) (8,986,161)
Net unrealized loss on available-for-sale
securities..................................... (1,023) (118)
----------- -----------
Total shareholders' equity......................... 5,397,956 3,726,709
----------- -----------
Total liabilities and shareholders' equity......... $ 5,975,606 $ 4,459,517
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements. 3
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OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(NOVEMBER
THREE MONTHS ENDED SIX MONTHS ENDED 11, 1989) TO
MARCH 31, MARCH 31, MARCH 31,
---------------------- -------------------------------------------
1997 1998 1997 1998 1998
--------- --------- ----------- ----------------------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED) (UNAUDITED)
Revenues $ 107,243 $ 115,570 $ 500,604 $ 230,755 $ 4,503,897
Operating expenses:
Research & development..... 622,467 653,611 1,051,465 1,320,243 8,994,226
General & administrative... 246,778 331,695 502,929 686,795 5,402,054
--------- --------- ----------- ----------- ------------
Total operating expenses 869,245 985,306 1,554,394 2,007,038 14,362,312
Operating loss............... (762,002) (869,736) (1,053,790) (1,776,283) (9,858,415)
Operating income (expense):
Investment income, net..... 82,473 44,917 158,337 91,019 910,739
Interest expense........... (941) (639) (1,659) (1,363) (39,349)
Other income............... - 100 - 100 865
--------- --------- ----------- ----------- ------------
81,532 44,378 156,678 89,756 872,255
--------- --------- ----------- ----------- ------------
Net loss................. $(680,470) $(825,358) $ (897,112) $(1,686,527) $ (8,986,160)
========= ========= ========== =========== ============
Net loss per share........... $ (0.09) $ (0.11) $ (0.13) $ (0.23)
</TABLE>
See accompanying notes to condensed financial statements. 4
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OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(NOVEMBER
11, 1989) TO
SIX MONTHS ENDED MARCH 31, MARCH 31,
1997 1998 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ -------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss....................... $ (897,112) $ (1,686,527) $ (8,986,160)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Depreciation and
amortization............... 59,970 80,838 559,024
Loss on sale of
investments................ - - 86,806
Common stock issued for
consulting services........ 6,000 14,375 73,476
Provision for Compensation --
consulting stock options... 85,000
Assignment of intellectual
property used in
research and development... 200,000
Changes in operating
assets and liabilities:
Accounts receivable........ (13,195) 135,492 (79,496)
Prepaid expenses and
other assets............. (179,577) (185,181) (244,156)
Accounts payable........... 48,348 25,326 271,422
Accrued expenses and other
liabilities.............. 13,566 (15,550) 89,952
Deferred revenue........... (285,221) 153,995 345,641
----------- ------------- ------------
Net cash used in operating
activities................... (1,247,221) (1,477,232) (7,598,491)
INVESTING ACTIVITIES
Purchase of available-for-
sale securities - - (4,517,181)
Proceeds from available-for-
sale securities............ 224,008 112,614 4,168,874
Purchase of equipment and
leasehold improvements,
net........................ (144,486) (111,888) (770,356)
Expenditures for patents
and other assets........... (88,881) (137,127) (1,363,663)
----------- ------------- ------------
Net cash used in
investing activities......... (9,359) (136,401) (2,482,326)
FINANCING ACTIVITIES
Proceeds from issuance of
common stock............... 3,115,497 - 12,462,365
Private placement
financing costs............ (2,909) - (107,854)
Principal payments of capital
lease obligations.......... (10,675) (8,613) (70,899)
Advances from shareholder.... - - 330,000
Payments to shareholder...... - - (330,000)
Offering costs............... - (381,194) (659,199)
----------- ------------- ------------
Net cash provided by (used in)
financing activities......... 3,101,913 (389,807) 11,624,413
Net increase (decrease) in
cash and cash equivalents.... 1,845,333 (2,003,440) 1,543,596
Cash and cash equivalents
at beginning of period....... 3,276,339 3,547,036 -
----------- ------------- ------------
Cash and cash equivalents
at end of period............. $ 5,121,672 $ 1,543,596 $ 1,543,596
=========== ============= ============
</TABLE>
See accompanying notes to condensed financial statements. 5
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OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
Supplemental disclosure of cash flows information--
Cash paid for interest.............................. $1,659 $ 1,363
Supplemental disclosure of non-cash transactions--
Common stock issued for consulting services......... $6,000 $14,375
</TABLE>
See accompanying notes to condensed financial statements. 6
<PAGE> 7
OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements and
should be read in conjunction with the Company's registration statement filed
on Form S-1, as amended, effective May 7, 1998, containing audited financial
statements for the fiscal year ended September 30, 1997. In the opinion of
management, all adjustments (consisting only of adjustments of a normal and
recurring nature) considered necessary for a fair presentation of the results
of operations have been included. Operating results for the three and
six-month periods ended March 31, 1998, are not necessarily indicative of the
results that might be expected for the year ended September 30, 1998.
NOTE 2. NET LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No.
128 replaced the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Earnings per share amounts for all periods have been
presented and, where appropriate, restated to conform to SFAS No. 128
requirements.
The following table sets forth the number of basic weighted-average shares used
in the per share calculations for the period. Dilutive earnings per share is
not shown as the impact is antidilutive.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 MARCH 31,
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average shares outstanding 7,572,449 7,290,434 7,144,547 7,288,875
Options and warrants that could potentially
dilute basic earnings per share in the future
that are not included in the computation of
diluted earnings per share as their impact
is antidilutive (treasury stock method) 391,883 398,292 383,766 398,292
</TABLE>
7
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OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. INITIAL PUBLIC OFFERING
Subsequent to the quarter ended March 31, 1998, the Company commenced, on May
7, 1998, an initial public offering of 1,750,000 units at a price of $6.10 per
unit, each consisting of one share of common stock, $.0025 par value, and one
redeemable common stock purchase warrant. The Company has granted the
underwriters an option to purchase up to an additional 262,500 units to cover
any over-allotments. The net proceeds to the Company from the offering, after
deduction of underwriting discounts and other estimated expenses relating to
the offering, are estimated to be approximately $8,847,000 (or approximately
$10,264,000 on the over-allotment option exercise). The Company intends to use
the net proceeds for technology development/new product discovery, product
development, capital expenditures and working capital, and general corporate
purposes.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations
of the Company should be read in conjunction with the financial statements and
the related notes thereto included in this document. This document contains
forward-looking statements which involve risk and uncertainties. The Company's
actual results may differ significantly from the results in the forward-looking
statements.
OVERVIEW
Ophidian is a development stage corporation focused on the research,
development and commercialization of therapeutic products for human and animal
use. The Company's business has been directed to numerous areas of disease but
has focused principally on products for infectious disease prevention and
treatment. The Company has not received any revenues from the sale of Food and
Drug Administration ("FDA") licensed products to date and does not expect to
receive any such revenues during the next two fiscal years. Except for the
fiscal year ended September 30, 1993 ("Fiscal 1993"), the Company has been
unprofitable every year since inception. The Company expects to incur
additional losses over the next several years. At March 31, 1998, the Company
had an accumulated deficit of $8,986,161 and for the six months ended March 31,
1998, incurred a net loss of $1,686,528.
The Company intends to continue investing in the further research and
development of its technologies and products in infectious disease and other
therapeutic areas. Depending on a variety of factors, including collaborative
arrangements, availability of personnel and financial resources, the Company
will engage in the development of its products and establish capabilities to
support regulatory submissions. The Company will need to make additional
capital investments in research and development laboratories and manufacturing
facilities, including the construction of facilities for large-scale production
of avian antibodies and supporting testing laboratories. Investments in
manufacturing and associated capabilities would be required to be made before
any regulatory agency would grant approval to market products, however, there
can be no assurance that such approval will be granted. It is expected that
the Company will need to hire additional personnel to support increased
research and development, manufacturing, quality systems, and general business
requirements.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998, Compared to Three Months Ended March 31,
1997
Revenues. Revenues were virtually unchanged at $115,670 for the three months
ended March 31, 1998, as compared to $107,243 for the three months ended March
31, 1997.
Research and Development Expense. Research and development expenses increased
$31,144 to $653,611 for the three months ended March 31, 1998, as compared to
$622,467 for the three months ended March 31, 1997. The increase in expenses
in the three months ended March 31, 1998, resulted primarily from additional
personnel expenses and costs associated with preclinical and clinical
development of the Clostridium difficile-Associated Disease ("CDAD")
therapeutic antitoxin and development of certain technologies (transforming
growth factor beta) related to the discovery of new drug targets and drug
products in the area of infectious diseases and other disease areas where the
Company believes business opportunities exist.
General and Administrative Expenses. General and administrative expenses
increased $84,917 to $331,695 for the three months ended March 31, 1998, as
compared to $246,778 for the three months ended March 31, 1997. The increase
in expenses in the three months ended March 31, 1998, resulted primarily from
increased salary expenses and other expenses to support business development,
site selection, design, planning, and negotiations for its first manufacturing
facility and financial functions.
9
<PAGE> 10
Interest Income and Expenses. Interest income decreased $37,556 to $44,917 for
the three months ended March 31, 1998, as compared to $82,473 for the three
months ended March 31, 1997. The decrease in interest income in the three
months ended March 31, 1998, resulted from lower average cash deposits.
Interest expense for the two periods was negligible.
Net Loss. Net losses increased $144,888 to $825,358 for the three months ended
March 31, 1998, as compared to $680,470 for the three months ended March 31,
1997. The increased loss in the three months ended March 31, 1998, resulted
primarily from increased research and development and general and
administrative expenses.
Net Operating Loss. The company generated net operating loss carry-forwards
for federal and state income tax purposes for the three months ended March 31,
1998. A valuation allowance has been recorded by the Company.
Six Months Ended March 31, 1998, Compared to Six Months Ended March 31, 1997
Revenues. Revenues decreased $269,849 to $230,755 for the six months ended
March 31, 1998, as compared to $500,604 for the six months ended March 31,
1997. Revenues in the six months ended March 31, 1997, were greater due
primarily to the one-time payment of $300,000 from Eli Lilly and Company
("Lilly") in connection with the achievement of certain product development
milestones.
Research and Development Expenses. Research and development expenses increased
$268,778 to $1,320,243 for the six months ended March 31, 1998, as compared to
$1,051,465 for the six months ended March 31, 1997. The increase in expenses
in the six months ended March 31, 1998, resulted primarily from additional
personnel expenses and costs associated with preclinical and clinical
development of the CDAD therapeutic antitoxin and development of certain
technologies (transforming growth factor beta) related to the discovery of new
drug targets and drug products in the area of infectious diseases and other
disease areas where the company believes business opportunities exist.
General and Administrative Expenses. General and administrative expenses
increased $183,866 to $686,795 for the six months ended March 31, 1998, as
compared to $502,929 for the six months ended March 31, 1997. The increase in
expenses in the six months ended March 31, 1998, resulted primarily from
increased salary expenses and other expenses to support business development,
site selection, design, planning, and negotiations for its first manufacturing
facility, and financial functions.
Interest Income and Expenses. Interest income decreased $67,318 to $91,019 for
the six months ended March 31, 1998, as compared to $158,337 for the six months
ended March 31, 1997. The decrease in interest income in the six months ended
March 31, 1998, resulted from lower average cash deposits. The variance in
interest expense between the two periods was negligible.
Net Operating Loss. The company generated net operating loss carry-forwards
for federal and state income tax purposes for the six months ended March 31,
1998. A valuation allowance has been recorded by the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations since inception primarily through the
sale of equity and revenues consisting of payments received under collaborative
agreements and federal research grants. As of March 31, 1998, the Company had
received $12,820,842 in gross proceeds from the sale of equity. The Company's
principal sales of equity have occurred through private placement stock
offering activities and sales of equity to Lilly.
A significant subsequent event occurred in May 1998. The Company commenced its
initial public offering (IPO) of units consisting of common stock and common
stock purchase warrants.
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Net cash used in operating activities was $1,477,232 for the six months ended
March 31, 1998, as compared with net cash used in operating activities of
$1,247,221 for the six months ended March 31, 1997. The increase in cash used
in operating activities is primarily attributable to increased research and
development funding activities and increased general and administrative
expenses. Net cash used in investing activities was $136,401 for the six
months ended March 31, 1998, as compared to $9,359 for the equivalent period a
year earlier. The increase is principally attributable to a decrease in net
proceeds received from available-for-sale investment activities and increases
in expenditures for patents offset in part by a decrease in purchases of
equipment. Net cash used in financing activities was $389,807 for the six
months ended March 31, 1998, as compared with cash provided by financing
activities of $3,101,913 for the equivalent period a year earlier. The change
is primarily attributable to the receipt of $2,999,997 in October 1996 in
proceeds from the sale of equity to Lilly and a private placement offering
which was completed in October 1996 resulting in net proceeds of $2,629,957 in
fiscal 1996.
The Company believes that with the net proceeds from its IPO and its existing
capital resources (cash and short term investments of $1,783,522 as of March
31, 1998), interest income and future revenues and equity investments, if any,
due under collaborative agreements, will be sufficient to satisfy its funding
requirements for at least the twelve months following the date of this
document. The Company is seeking long-term debt financing of up to
approximately $7.5 million (secured by the assets plus approximately 30% in
cash or cash equivalents) to complete construction of its first manufacturing
facility. This amount may increase based on site selection. In addition,
these funding requirements included continued expenditures for research and
development programs, as well as expenditures related to expanded laboratory
and general corporate facilities.
Furthermore, the Company anticipates that the following material changes
will occur in the next twelve months: hiring of additional manufacturing
personnel, purchase of capital equipment and increased operating expenses in
connection with bulk manufacturing. The Company anticipates that its expenses
incurred in bulk manufacturing of the CDAD product will increase and will
contribute to future increases in net operating losses. These future increases
in operating losses will result from the hiring of additional manufacturing and
quality control personnel and the operation of a facility. If CDAD fails to
secure FDA approval, the Company's success or lack thereof in securing other
business in addition to the CDAD product for its facility will have a
material affect on future profitability and cash flows. The Company as a
normal part of its strategy and business practice is actively soliciting
additional collaborative agreements and considering other alternatives to
enhance its capital resources.
NET OPERATING LOSSES
The Company has not generated taxable income to date. At March 31, 1998, the
net operating losses available to offset future taxable income for federal
income tax purposes were approximately $9,330,000. These carry-forwards expire
beginning in 2007 if not utilized. At March 31, 1998, the Company has research
and other federal tax credit carry-forwards of approximately $515,000 and
Wisconsin carry-forwards of approximately $220,000. The Company has recorded a
full valuation allowance against any deferred tax assets established for the
carry-forwards.
Utilization of the net operating losses and credits may be subject to annual
limitations due to the ownership change limitations provided by the Internal
Revenue Code and similar state provisions. The annual limitations may result
in the expiration of net operating losses and credits before utilization.
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes the standards for
reporting and displaying
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comprehensive income and its components (revenues, expenses, gains and losses)
as part of a full set of financial statements. This statement requires that
all elements of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements. The
statement is effective for fiscal years beginning after December 15, 1997.
Since this statement applies only to the presentation of comprehensive income,
it will not have any impact on the Company's results of operations, financial
position or cash flows.
In June 1997, the Financial Accounting Standards Board also issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 131 establishes the standards for the manner in which public
enterprises are required to report financial and descriptive information about
their operating segments. The statement defines operating segments as
components of an enterprise for which separate financial information is
available and evaluated regularly as a means for assessing segment performance
and allocating resources to segments. A measure of profit or loss, total
assets and other related information are required to be disclosed for each
operating segment. In addition, this statement requires the annual disclosure
of information concerning revenues derived from the enterprise's products or
services, countries in which it earns revenue or holds assets, and major
customers. The statement is also effective for fiscal years beginning after
December 15, 1997. The adoption of SFAS No. 131 will not affect the Company's
results of operations or financial position, but may affect the disclosure of
segment information in the future.
YEAR 2000 IMPACT
The Company anticipates a complete conversion of its computer hardware,
software operating systems and application systems concurrent with the planned
commencement of manufacturing operations to meet the more sophisticated
requirements of a biopharmaceutical manufacturer. The Company has inventoried
and evaluated the software application systems presently employed. The Company
does not believe remediation and testing will entail any significant costs (in
the absence of the conversion discussed above). Nor is any material impact on
operations envisioned in the absence of the conversion.
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PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings--None
ITEM 2. Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) None
(d) The information in this paragraph 2(d) relates to the Registrant's
Registration Statement on Form S-1, Registration No. 333-33219 (the
"Registration Statement"). The managing underwriters (the "Underwriters") for
the offering of the securities sold pursuant to the Registration Statement (the
"Offering") were Dirks & Company, Inc. and Security Capital Trading, Inc. The
Offering commenced on May 7, 1998. The following chart sets forth the
securities registered pursuant to the Offering, for the account of the
registrant, the amount sold to date and the aggregate offering price of the
amount sold to date:
<TABLE>
<CAPTION>
Aggregate Offering
Amount Aggregate Amount Sold Price of Amount
Security Registered Offering Price to Date Sold to Date
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit consisting of 2,012,500(1) $6.10 1,750,000 $10,675,000
one share of Common
Stock, par value
$.01 per share
("Common Stock")
and one redeemable
Common Stock
Purchase Warrant
("Warrant")
- -------------------------------------------------------------------------------
</TABLE>
(1) Includes 262,500 additional units registered pursuant to an over-allotment
option (the "Over-Allotment Option") granted to the Underwriters.
Excludes (i) additional shares of Common Stock issuable upon
exercise of the Warrants, (ii) additional shares of Common Stock issuable
upon exercise of certain Representatives' Warrants, as defined in the
Registration Statement, and (iii) additional shares of Common Stock
issuable upon exercise of Warrants issuable upon exercise of the
Representatives' Warrants.
The Offering has terminated, except that the Underwriters may exercise the
Over-Allotment Option to purchase an additional 262,500 Units. Because the
Offering commenced after the ending date of the reporting period of this
report, information with respect to subparagraphs (v), (vi) and (vii) of
paragraph (f)(4) of Item 701 will be disclosed in Registrant's next quarterly
report.
ITEM 3. Defaults upon Senior Securities - None
ITEM 4. Submission of Matters to a vote of Security Holders - None
ITEM 5. Other Information - None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits (see exhibit list)
(b) Reports on Form 8-K - None
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ITEM 6(a) EXHIBIT LIST
<TABLE>
<S> <C>
Number Description
- -------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of the Registrant,
filed as Exhibit 3.1 to the Registration Statement, and hereby
incorporated by reference.
3.2 Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2
to the Registration Statement, and hereby incorporated by reference.
4.1 Specimen Common Stock Certificate, filed as Exhibit 4.1 to the
Registration Statement, and hereby incorporated by reference.
4.2 Specimen Warrant Certificate, filed as Exhibit 4.2 to the Registration
Statement, and hereby incorporated by reference.
4.3 Form of Representatives' Warrant Agreement, including Specimen
Representatives' Warrant, filed as Exhibit 4.3 to the Registration
Statement, and hereby incorporated by reference.
4.4 Form of Warrant Agreement, filed as Exhibit 4.4 to the Registration
Statement and hereby incorporated by reference.
4.5 Specimen Unit Certificate, filed as Exhibit 4.5 to the Registration
Statement, and hereby incorporated by reference.
10.1 Lease dated February 12, 1994, between the Company and Promega
Corporation, filed as Exhibit 10.1 to the Registration Statement, and
hereby incorporated by reference.
10.2 1997 Incentive Stock Option Plan, filed as Exhibit 10.2 to the
Registration Statement, and hereby incorporated by reference.
10.3 1990 Incentive Stock Option Plan, filed as Exhibit 10.3 to the
Registration Statement, and hereby incorporated by reference.
10.4 1992 Employee Stock Option Plan, filed as Exhibit 10.4 to the
Registration Statement, and hereby incorporated by reference.
10.5 Agreement dated June 3, 1996, between the Company and Eli Lilly and
Company, filed as Exhibit 10.5 to the Registration Statement, and
hereby incorporated by reference.
10.6 Employment Agreement dated June 1, 1997, between the Company and
Douglas C. Stafford, filed as Exhibit 10.6 to the Registration
Statement, and hereby incorporated by reference.
10.7 Employment Agreement dated June 1, 1997, between the Company and
Joseph Firca, filed as Exhibit 10.7 to the Registration Statement, and
hereby incorporated by reference.
10.8 Employment Agreement dated August 1, 1997, between the Company and F.
Michael Hoffmann, filed as Exhibit 10.8 to the Registration Statement,
and hereby incorporated by reference.
10.9 Employment Agreement dated November 6, 1997, between the Company and
Donald L. Nevins, filed as Exhibit 10.9 to the Registration Statement,
and hereby incorporated by reference.
27.0 Financial Data Schedule
</TABLE>
14
<PAGE> 15
SIGNATURES
Pursuant to the requirement 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.
Ophidian Pharmaceuticals, Inc.
------------------------------
(Registrant)
June 19, 1998 By: /s/ Douglas C. Stafford
-------------------------------------
Douglas C. Stafford
President and Chief Executive Officer
June 19, 1998 By: /s/ Donald L. Nevins
-------------------------------------
Donald L. Nevins
Chief Financial Officer
June 19, 1998 By: /s/ Margaret B. van Boldrik
-------------------------------------
Margaret B. van Boldrik
Secretary
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,543,596
<SECURITIES> 239,926
<RECEIVABLES> 79,496
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,107,174
<PP&E> 840,419
<DEPRECIATION> 473,545
<TOTAL-ASSETS> 4,459,517
<CURRENT-LIABILITIES> 372,740
<BONDS> 0
0
0
<COMMON> 18,225
<OTHER-SE> 3,708,484
<TOTAL-LIABILITY-AND-EQUITY> 4,459,517
<SALES> 0
<TOTAL-REVENUES> 115,570
<CGS> 0
<TOTAL-COSTS> 985,306
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (639)
<INCOME-PRETAX> (825,358)
<INCOME-TAX> 0
<INCOME-CONTINUING> (825,358)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (825,358)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
