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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-27578
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SUNPHARM CORPORATION
(Exact name of small business issuer as specified in its charter)
DELAWARE F593097048
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4651 Salisbury Road, Suite 205
Jacksonville, Florida 32256
(Address of principal executive offices)
Issuer's telephone number: (904) 296-3320
-------------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of the issuer's Common Stock outstanding as of
September 30, 1997: 5,732,471
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<PAGE>
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The Quarterly Report on Form 10-QSB 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. Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of important factors. For a discussion of important factors that could affect
the Company's results, please refer to the discussions herein and to those
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 under the caption "Item 1. Description of Business - Risk
Factors."
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and notes disclosures, normally included in annual financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to these rules and regulations. However, the Company
believes that the disclosures made herein are adequate and, accordingly, that
the information presented is not misleading. These financial statements should
be read in conjunction with the financial statements and notes for the year
ended December 31, 1996, which are included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996, filed pursuant to the
Securities Exchange Act of 1934.
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ ------------
ASSETS
<S> <C> <C>
Current Assets:
Cash ...................................................... $ 328,035 $ 341,145
Short-term investments .................................... 5,226,230 1,795,312
Accounts receivable ....................................... -- 500,000
Other current assets ...................................... 137,380 112,066
------------ ------------
Total current assets ................................. 5,691,645 2,748,523
Receivable from shareholder .................................... 103,162 10,000
Property and equipment, net .................................... 13,872 9,187
Other assets ................................................... 3,250 3,250
------------ ------------
$ 5,811,929 $ 2,770,960
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable .......................................... $ 279,708 $ 323,451
Accrued liabilities ....................................... 430,431 869,245
Notes payable ............................................. -- 112,201
------------ ------------
Total current liabilities ............................ 710,139 1,304,897
Stockholders' Equity:
Undesignated preferred stock, par value $.0001 per share;
2,500,000 shares authorized; 0 shares issued and
outstanding .......................................... -- --
Common stock, par value $.0001 per share;
25,000,000 shares authorized; 5,732,471
and 3,708,879 shares issued and
outstanding, respectively ............................ 573 371
Additional paid-in capital ................................ 19,584,608 13,062,321
Accumulated deficit during development stage .............. (14,483,391) (11,596,629)
------------ ------------
Total stockholders' equity ........................... 5,101,790 1,466,063
------------ ------------
$ 5,811,929 $ 2,770,960
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
1997 1996
----------- -----------
<S> <C> <C>
Revenues:
Interest income ........................................... $ 81,444 $ 21,609
----------- -----------
Total revenues ....................................... 81,444 21,609
Expenses:
Research and development .................................. 666,450 424,948
General and administrative ................................ 434,637 254,402
----------- -----------
Total expenses ....................................... 1,101,087 679,350
----------- -----------
Net loss ....................................................... $(1,019,643) $ (657,741)
=========== ===========
Net loss per share ............................................. $ (0.18) $ (0.20)
=========== ===========
Shares used in computing loss per share ........................ 5,712,253 3,231,655
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FROM INCEPTION
(MAY 3, 1990)
NINE MONTHS ENDED SEPTEMBER 30, THROUGH
1997 1996 SEPT. 30, 1997
------------ ------------ ---------------
<S> <C> <C> <C>
Revenues:
Sponsored research/sublicensing revenue $ -- $ 500,000 $ 2,885,000
Interest income ....................... 200,949 47,385 436,211
------------ ------------ ------------
Total revenues ................... 200,949 547,385 3,321,211
Expenses:
Research and development .............. 1,805,826 1,523,639 9,885,726
General and administrative ............ 1,281,885 862,698 7,428,876
Royalty expense ....................... -- -- 490,000
------------ ------------ ------------
Total expenses ................... 3,087,711 2,386,337 17,804,602
------------ ------------ ------------
Net loss ................................... $ (2,886,762) $ (1,838,952) $(14,483,391)
============ ============ ============
Net loss per share ......................... $ (0.57) $ (0.61)
============ ============
Shares used in computing loss per share .... 5,039,719 3,003,094
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SunPharm Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Redeemable Convertible Preferred Stock: Additional Accumulated
Series A Series B Common Stock: Paid-In Deficit Since
Shares Amount Shares Amount Shares Amount Capital Inception
-------------------------------------------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 ... - - - - 3,708,879 $ 371 $ 13,062,321 $ (11,596,629)
Issuance of Common Stock........ - - - - 1,953,286 195 6,519,055 -
Exercise of Options............. - - - - 70,306 7 3,232 -
Net Loss........................ - - - - - - - (2,886,762)
-------------------------------------------- -------------------------------------------------------
Balance at September 30, 1997 - - - - 5,732,471 $ 573 $ 19,584,608 $ (14,483,391)
============================================ =======================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
SUNPHARM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FROM INCEPTION
(MAY 3, 1990)
NINE MONTHS ENDED SEPTEMBER 30, THROUGH
1997 1996 SEPT. 30, 1997
----------- ----------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ........................................................ $(2,886,762) $(1,838,952) $(14,483,391)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation ............................................. 2,800 1,800 74,506
Expense related to issuance of
stock for services .................................... -- -- 43,750
Compensation expense related to
operations, warrants and stock
appreciation rights ................................... -- -- 865,246
Amortization of deferred offering costs
incurred in connection with
issuance of Bridge Notes .............................. -- -- 775,000
Write-off of patents ..................................... -- -- 70,120
(Increase) decrease in receivable
from shareholder ...................................... (93,162) 1,271 (103,162)
Decrease (increase) in accounts
receivable and other current assets ................... 474,686 135,562 (139,021)
Increase (decrease) in accounts payable .................. (43,743) 161,849 279,708
Increase (decrease) in accrued liabilities ............... (438,814) 209,024 436,681
Increase (decrease) in accrued legal fees ................ -- (270,000) 300,000
----------- ----------- ------------
Total adjustments ..................................... (98,233) 239,506 2,602,828
----------- ----------- ------------
Net cash used in operating activities .............................. (2,984,995) (1,599,446) (11,880,563)
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments ............................. (6,198,946) -- (11,318,320)
Sales and maturities of short-term investments .................. 2,768,028 1,290,464 6,092,090
Capital expenditures ............................................ (7,485) (416) (24,683)
Payment of patent costs ......................................... -- -- (67,424)
----------- ----------- ------------
Net cash (used in) provided by investing activities ................ (3,438,403) 1,290,048 (5,318,337)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable ..................................... (112,201) (77,807) (100,000)
Increase in deferred offering costs ............................. -- -- (597,348)
Issuance of Series A preferred stock ............................ -- -- 513,525
Issuance of Series B preferred stock ............................ -- -- 450,000
Net proceeds from issuance of common stock ...................... 6,522,489 1,491,680 17,260,758
Proceeds from payable to shareholders ........................... -- -- 542,500
Repayment of payable to shareholders ............................ -- -- (542,500)
----------- ----------- ------------
Net cash provided by financing activities .......................... 6,410,288 1,413,873 17,526,935
----------- ----------- ------------
Net change in cash ................................................. (13,110) 1,104,475 328,035
Cash at beginning of period ........................................ 341,145 331,069 --
----------- ----------- ------------
Cash at end of period .............................................. $ 328,035 $ 1,435,544 $ 328,035
=========== =========== ============
Supplemental information:
Cash paid for interest .......................................... $ 2,512 $ 2,962 $ 167,452
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these fnancial statements.
-7-
<PAGE>
SUNPHARM CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The balance sheet at September 30, 1997, the related statements of
operations for the nine- month periods ended September 30, 1997 and 1996 and the
period from inception (May 3, 1990) through September 30, 1997, the statement of
stockholders' equity at September 30, 1997, and the statements of cash flows for
the nine-month periods ended September 30, 1997 and 1996 and the period from
inception through September 30, 1997 are unaudited. These interim financial
statements should be read in conjunction with the December 31, 1996 financial
statements and related footnotes included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996. The unaudited interim financial
statements reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods presented, and
all such adjustments are of a normal recurring nature. Interim results are not
necessarily indicative of results for a full year.
NET LOSS PER SHARE
Net loss per share is computed based on the weighted-average number of
shares of common stock outstanding for the period.
PATENT COSTS
The Company reimburses the University of Florida Research Foundation,
Inc. (UFRFI) for direct expenses relating to the Company's patents. Patent costs
consist of legal fees and other direct costs incurred in obtaining patents.
These costs are charged to research and development expense when incurred.
RESEARCH AND DEVELOPMENT
Sponsored research revenue is recognized as revenue when the payments
are earned or received and the research has been performed. Research and
development expenses are charged to operations when incurred. Research and
development expenses include, among other things, consulting fees and cost of
reimbursements to UFRFI.
NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standard Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). SFAS 128 simplifies the
-8-
<PAGE>
SUNPHARM CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
standards for computing earnings per share previously found in Accounting
Principles Board Opinion No. l5, "Earnings Per Share" ("APB 15"), and makes them
comparable to international earnings per share standards. It replaces the
presentation of primary earnings per share ("EPS") with a presentation of basic
EPS. It also requires dual presentation of basic diluted EPS on the face of the
income statement for all entities with complex capital structures. Basic EPS
excludes dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or otherwise resulted in issuance of common stock that then
shared in earnings, similar to fully diluted EPS as computed by APB 15.
The accounting and disclosure requirements of SFAS 128 are required for
the Company's year ending December 31, 1997; however, its impact on operating
results when initially adopted is expected to immaterial.
RECLASSIFICATIONS
Certain reclassifications have been made in the September 30, 1996 and
the From Inception (May 3, 1990 Through September 30, 1997) financial statements
to conform to classifications used in the September 30, 1997 financial
statements.
2. SALE OF UNITS
On March 28, 1997, the Company sold 1,828,286 units ("Units"), each
consisting of one share of the Company's common stock and one redeemable Common
Stock Purchase Warrant ("Warrant") for $3.50 per Unit. Each Unit consists of one
share of the Company's common stock and one redeemable Common Stock Purchase
Warrant ("Warrant"). The Warrants included in the Units expire five years from
the date of issuance. In case of a "cashless exercise," the Warrant exercise
price is $4.00 per share plus forty percent of the difference between the
current trading price of the Company's common stock and $4.00; in all other
cases, the Warrant exercise price is $4.00 per share plus thirty percent of the
difference between the current trading price of the Company's common stock and
$4.00. The Warrants are subject to redemption at the exercise price by the
Company, provided the Company's common stock closes at a price of $16.00,
$20.00, $24.00, or $28.00 per share for twenty consecutive days during the
second, third, fourth or fifth years, respectively, of the term of the Warrant.
Proceeds from the private placement were $6,116,500, net of placement agent and
other offering costs of $282,500. During the three months ended June 30, 1997,
the Company issued 60,000 additional Units. Through the issuance, the Company
raised an additional $189,000, net of placement agents costs of $21,000. During
the three months ended September 30, 1997, the Company issued an additional
60,000 Units and raised an additional $189,000, net of placement costs of
$21,000.
-9-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
Since its inception in May 1990, SunPharm Corporation has devoted
substantially all of its efforts and resources to research and development
conducted on its own behalf and through collaborations with clinical
institutions. The Company's drug development strategy emphasizes conducting most
of its research and clinical activities at the University of Florida.
Consequently, the Company believes that its research and development
expenditures have been lower than other comparable development stage
pharmaceutical companies. The Company has incurred cumulative net losses of
$14,483,000 from its inception through September 30, 1997. The Company expects
to incur additional significant operating losses for at least the next two
years, principally as a result of its continuing anticipated research and
development and clinical trial expenditures.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Interest income increased to $81,000 for the three months ended
September 30, 1997 from $22,000 for the same period in 1996. This increase is
attributable to a greater cash balance available for investment as a result of a
private placement financing (see Note 2 to Financial Statements, "Sale of
Units").
The Company's research and development expenses totaled $666,000 for
the three months ended September 30, 1997, as compared with $425,000 for the
same period in 1996. This increase is primarily the result of increased
sponsored research payments to the University of Florida, increased clinical
trial activity, and establishment of a quality control laboratory. The Company
expects its research and development expenses to continue to increase during the
remainder of 1997 and into 1998, reflecting anticipated increased expenses
related to ongoing research, preclinical studies, and human clinical trials.
General and administrative expenses were $435,000 for the three months
ended September 30, 1997 as compared to $254,000 for the same period in 1996.
The increase resulted principally from the addition of three management
positions and associated recruiting and administrative costs.
Net loss for the three months ended September 30, 1997 was $1,020,000,
as compared to $658,000 for the same period in 1996. The greater loss was due to
increased expenses as discussed above, slightly offset by higher interest
income. Net loss per share for the three months ended September 30, 1997 of
$0.18, which compares to $0.20 for the same period in 1996, was impacted by the
greater number of weighted-average shares outstanding, due to the private
placement financing discussed earlier (see Note 2 to Financial Statements, "Sale
of Units").
-10-
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
The Company recorded licensing revenues during the nine months ended
September 30, 1996 of $500,000, as a result of an agreement with Warner-Lambert.
No licensing revenues were earned during the same period in 1997.
Interest income increased to $201,000 for the nine months ended
September 30, 1997 from $47,000 for the same period in 1996. This increase is
attributable to a greater cash balance available for investment, as discussed
above.
The Company's research and development expenses totaled $1,806,000 for
the nine months ended September 30, 1997, as compared to $1,524,000 for the same
period in 1996. The higher expenses are primarily the result of increased
sponsored research payments made to the University of Florida, higher clinical
trial expenses, and expenses associated with establishment of a quality control
laboratory.
General and administrative expenses were $1,282,000 for the nine months
ended September 30, 1997, nearly 50% higher than the $863,000 recorded for the
same period in 1996. The increase is principally due to the addition of three
senior management positions, associated recruitment costs, and a generally
higher level of administrative activity in operating the Company.
Net loss for the nine months ended September 30, 1997 was $2,887,000,
as compared to $1,839,000 for the same period in 1996. The greater loss was due
to the lower revenues and higher expenses as discussed above. Net loss per share
for the current period of $0.57, which compares to $0.61 for the same period in
1996, was impacted by the greater number of weighted-average shares outstanding
(see Note 2 to Financial Statements, "Sale of Units").
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations primarily
through collaborative research and sublicense agreements with its strategic
alliance partners and the issuance of debt and equity securities. Through
December 31, 1996, the Company had received $2,885,000 of cumulative sponsored
research and sublicensing revenues and approximately $11,266,000 in net proceeds
from equity offerings and exercise of stock warrants, including net proceeds of
approximately $7,200,000 related to the initial public offering in January of
1995.
On March 28, 1997, the Company sold 1,828,286 units ("Units"), each
consisting of one share of the Company's common stock and one redeemable Common
Stock Purchase Warrant ("Warrant") for $3.50 per Unit. The Warrants included in
the Units expire five years from the date of issuance. In case of a "cashless
exercise," the Warrant exercise price is $4.00 per share plus forty percent of
the difference between the current trading price of the Company's common stock
and $4.00; in all other cases, the Warrant exercise price is $4.00 per share
plus thirty percent of the difference between the current trading price of the
Company's common stock and $4.00. The Warrants are subject to redemption at the
exercise price by the Company, provided the Company's common stock closes at
-11-
<PAGE>
a price of $16.00, $20.00, $24.00 or $28.00 per share for twenty consecutive
days during the second, third, fourth or fifth years respectively, of the term
of the Warrant. Proceeds from the private placement were $6,116,500, net of
placement agent and other offering costs of $282,500.
During the three months ended June 30, 1997, the Company sold 60,000
additional Units, from which the Company received proceeds of $189,000, net of
placement costs of $21,000. Additionally, options to purchase 70,306 shares were
exercised during this three-month period.
During the three months ended September 30, 1997, the Company sold an
additional 60,000 Units, from which the Company received proceeds of $189,000,
net of placement costs of $21,000.
During the nine months ended September 30, 1997, the net cash used in
operating activities was $2,985,000, compared with $1,599,000 for the comparable
period in the preceding year. This increase in cash used in operations is
attributable to increased sponsored research payments made to the University of
Florida, higher personnel and administrative costs, and maintenance of a lower
accounts payable balance. At September 30, 1997, the Company had cash and
investments totaling $5,554,000, compared with $1,435,000 at September 30, 1996.
The Company's working capital was $4,982,000 at September 30, 1997, compared to
$511,000 at September 30, 1996. These increases are principally attributable to
the equity transactions described above. At this time, the Company expects
currently available resources to be able to fund research and development, as
well as operations, at least through the first half of 1998.
The Company expects to incur substantial additional research and
development expenses, including expenses associated with preclinical studies,
clinical trials and drug testing. The Company intends to use a portion of its
cash resources, together with funds from its existing collaborative arrangements
with Warner-Lambert and Nippon Kayaku, for these purposes; however, the
Company's rights to receive payments from Warner-Lambert and Nippon Kayaku are
dependent upon the achievement of certain milestones by Warner-Lambert and
Nippon Kayaku, respectively, and are not within the control of the Company. No
assurance can be made that such milestones will be achieved or that such
payments will be received by the Company. The Company intends to obtain
additional funds for research and development through new collaborative
arrangements with corporate partners, additional financing, and from other
sources; however, there can be no assurance that the Company will be able to
obtain necessary financing when required or what the terms of any financing, if
obtained, might be. In addition, the Company's future success is affected by the
progress of the Company's research and development scope and results of
preclinical studies and clinical trials, the cost and timing of regulatory
approvals, the Company's ability to obtain patent protection for its products on
a cost-effective and timely basis, the rate of technological advances,
determinations as to the commercial potential of the Company's products under
development, the status of competitive products, the establishment of
manufacturing capacity or third-party manufacturing arrangements, its reliance
on research institutions and corporate partners, the uncertainty of health care
reform, and the competitive environment in which the Company operates. At the
present time, the Company's existing capital resources will not be sufficient to
fund the Company's operations to the point of introduction of a commercially
successful product, if and when that time should arrive. No assurance can be
given that additional funds will be available on acceptable terms, if at all.
-12-
<PAGE>
The Company has incurred losses since inception and, therefore, has not
been subject to federal income taxes. As of December 31, 1996, the Company had a
net operating loss ("NOL") and tax credit carry forwards for income tax purposes
of $9,553,000 and $338,000, respectively, which may be available to reduce
future taxable income and future tax liabilities. These carry forwards begin to
expire in 2008. The Tax Reform Act of 1986 provides for an annual limitation the
use of NOL and credit carry forwards (following certain ownership changes) that
could significantly limit the Company's ability to utilize these carry forwards.
The Company has made no determination concerning whether there has been such a
cumulative change in ownership. It is possible that such a change in ownership
occurred following the completion of the Company's initial public offering in
1995 and private placements in 1996 and 1997. Accordingly, the Company's ability
to utilize the aforementioned carry forwards to reduce future taxable income and
tax liabilities may be limited. Additionally, because United States tax laws
limit the time during which these carry forwards may be applied against future
taxes, the Company may not be able to take full advantage of these attributes
for federal income tax purposes.
-13-
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the three months ended September 30, 1997, the Company sold 60,000 Units
to an accredited investor pursuant to Rule 506 under and Section 4(2) of the
Securities Act of 1933, for $3.50 per Unit, representing the final sale of Units
in the 1997 private placement conducted by the Company. The Company received
$189,000 in proceeds from the sale of such Units, net of placement costs of
$21,000. The Company issued Warrants exercisable for 5,000 shares to Whale
Securities, L.P. and certain of its principals in consideration for services
related to the private placement of the 60,000 Units. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Quarterly Report on Form 10-QSB for a description of
the Units and Warrants.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1* Statement of computation of net loss per share
27.1* Financial Data Schedule
- ------------
*Filed herewith.
-14-
<PAGE>
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.
SUNPHARM CORPORATION
Date: November 12, 1997 By: /s/ Stefan Borg
---------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 1997 By: /s/ Paul M. Herron
---------------------------------
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE>
EXHIBIT 11.1
SUNPHARM CORPORATION
CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
FOR NINE MONTHS ENDED SEPTEMBER 30, 1997:
TOTAL SHARES DAYS OUTSTANDING
------------ ----------------
3,708,879 87 322,672,473
5,537,165 5 27,685,825
5,608,101 76 426,215,676
5,672,471 44 249,588,724
5,732,471 61 349,680,731
--- -------------
273 1,375,843,429
WEIGHTED AVERAGE SHARES 5,039,719
=========
FOR NINE MONTHS ENDED SEPTEMBER 30, 1996:
TOTAL SHARES DAYS OUTSTANDING
------------ ----------------
2,884,535 171 493,255,485
2,934,535 30 88,036,050
3,270,619 26 85,036,094
3,313,503 17 56,329,551
3,339,683 30 100,190,490
--- -----------
274 822,847,670
WEIGHTED AVERAGE SHARES 3,003,094
=========
For Three Months Ended September 30, 1997:
TOTAL SHARES DAYS OUTSTANDING
------------ ----------------
5,672,471 31 175,846,601
5,732,471 61 349,680,731
-- -----------
92 525,527,332
Weighted Average Shares 5,712,253
=========
FOR THREE MONTHS ENDED SEPTEMBER 30, 1996:
TOTAL SHARES DAYS OUTSTANDING
------------ ----------------
2,934,535 19 55,756,165
3,270,619 26 85,036,094
3,313,503 17 56,329,551
3,339,683 30 100,190,490
-- -----------
92 297,312,300
Weighted Average Shares 3,231,655
=========
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000884888
<NAME> SunPharm Corporation
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
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0
0
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</TABLE>
