<PAGE>
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, 1996.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period from ________________ to ______________.
Commission file number 0-27976.
GALAGEN INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 41-1719104
_______________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 Lexington Ave. North
Arden Hills, Minnesota 55126
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(612) 481-2105
______________________________________________________________________________
(Registrant's telephone number, including area code)
______________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par
value-- 5,129,377 shares as of May 13, 1996.
<PAGE>
INDEX
GalaGen Inc.
(A Development Stage Company)
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - March 31, 1996 and December 31, 1995. 3
Statements of Operations - Three month periods ended
March 31, 1996 and March 31, 1995 and for the period
November 17, 1987 (inception) through March 31, 1996. 4
Statements of Cash Flows - Three months ended
March 31, 1996 and March 31, 1995 and for the period
November 17, 1987 (Inception) through March 31, 1996. 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Items 1 through 5. 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 13
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GalaGen Inc.
(A Development Stage Company)
Balance Sheets
March 31, 1996 December 31, 1995
-------------- -----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $345,894 $509,339
Prepaid expenses 68,750 9,934
Deferred offering costs 678,225 71,769
------------ ------------
Total current assets 1,092,869 591,042
Property, plant and equipment 231,975 230,484
Less accumulated depreciation (161,384) (149,783)
------------ ------------
Net property, plant and
equipment 70,591 80,701
Deferred financing expenses 131,010 146,487
------------ ------------
Total assets $1,294,470 $818,230
============= ============
LIABILITIES AND SHAREHOLDERS
(DEFICIENCY)
Current liabilities:
Accounts payable and accrued
expenses 2,220,433 1,623,949
Promissory Notes 500,000 0
------------- ------------
Total current liabilities 2,720,433 1,623,949
Convertible promissory notes,
net of discount 8,206,526 8,198,900
Other long term liabilities 833,932 698,404
Shareholders' (deficiency):
Series A Preferred Stock, $.01
par value: 25,000 25,000
Authorized shares - 2,500,000
Issued and outstanding shares
- - - 2,500,000 - March 31, 1996
Series B Preferred Stock, $.01
par value: 12,347 12,347
Authorized shares - 1,300,000
Issued and outstanding shares
- - - 1,234,748 - March 31, 1996
Series C Preferred Stock, $.01
par value: 5,510 5,510
Authorized shares - 551,000
Issued and outstanding shares
- - - 551,000 - March 31, 1996
Series E Preferred Stock, $.01
par value: 3,846 3,385
Authorized shares - 5,000,000
Issued and outstanding shares
- - - 384,615 - March 31, 1996
Series F-1 Preferred Stock,
$.01 par value: 342 171
Authorized shares - 34,287
Issued and outstanding shares
- - - 34,287 - March 31, 1996
Preferred Stock, $.01 par
value: 0 0
Authorized shares - 15,000,000
pro forma
Issued and outstanding shares
- - - none
Common Stock, $.01 par value: 19,606 19,522
Authorized shares - 40,000,000
Issued and outstanding shares
- - - 1,960,756 - March 31, 1996
Additional paid-in capital 24,434,208 23,812,105
Deficit accumulated during the
development stage (33,871,562) (32,400,329)
Deferred compensation (1,095,718) (1,180,734)
------------- ------------
Total shareholders'
(deficiency) ($10,466,421) ($9,703,023)
------------- ------------
Total liabilities and
shareholders' (deficiency) $1,294,470 $818,230
============= ============
SEE ACCOMPANYING NOTES
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
3
<PAGE>
GalaGen Inc.
(A Development Stage Company)
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
Period from
For The Three Months Ended November 17, 1987
-------------------------- (Inception) to
March 31, 1996 March 31, 1995 March 31, 1996
-------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Product sales $ - $ - $ 1,449,593
Product royalties - - 62,747
Research and development revenues - 100,000 396,350
---------- ---------- ------------
- 100,000 1,908,690
Operating costs and expenses:
Cost of goods sold - - 3,468,711
Research and development 696,859 1,258,625 18,634,775
General and administrative 475,250 301,352 12,634,487
---------- ---------- ------------
Operating loss (1,172,109) (1,459,977) (32,829,283)
Interest income 5,080 2,938 156,884
Interest expense (304,204) (97,920) (1,804,584)
---------- ---------- ------------
Net loss before extraordinary gain (1,471,233) (1,554,959) (34,476,983)
Extraordinary gain on extinguishment
of debt - - 605,421
---------- ---------- ------------
Net loss for the period and deficit
accumulated during the
development stage $(1,471,233) $(1,554,959) $(33,871,562)
=========== =========== ===========
Net loss per share:
Primary $(.75) $(.77) $(29.11)
Fully diluted $(.29) $(.34) $(15.41)
Weighted average number of
common shares outstanding:
Primary 1,955,569 2,021,524 1,163,621
Fully diluted 5,081,728 4,531,323 2,198,378
</TABLE>
SEE ACCOMPANYING NOTES
4
<PAGE>
GalaGen Inc.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Period from
For The Three Months Ended November 17, 1987
-------------------------- (Inception) to
March 31, 1996 March 31, 1995 March 31, 1996
-------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss ($1,471,233) ($1,554,959) ($33,871,562)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 279,714 27,803 1,800,863
Extraordinary gain - - (605,421)
Equity issued for services - 308,333 3,115,224
Changes in operating assets
and liabilities 66,746 689,374 2,136,006
----------- ----------- -------------
Net cash used in operating activities (1,124,773) (529,449) (27,424,890)
----------- ----------- -------------
INVESTING ACTIVITIES:
Purchase of plant, property and equipment, net (1,491) (8,815) (1,988,021)
----------- ----------- -------------
Net cash from investing activities (1,491) (8,815) (1,988,021)
----------- ----------- -------------
FINANCING ACTIVITIES:
Proceeds from equity offering 462,819 125,197 14,140,385
Proceeds from debt offering 500,000 400,000 15,618,420
----------- ----------- -------------
Net cash used in financing activities 962,819 525,197 29,758,805
----------- ----------- -------------
Increase (decrease) in cash (163,445) (13,067) 345,894
Cash and cash equivalents at beginning
of period 509,339 430,153 -
----------- ----------- -------------
Cash and cash equivalents at end of period $345,894 $417,086 $345,894
----------- ----------- -------------
----------- ----------- -------------
SCHEDULE OF NON CASH INVESTING AND FINANCING
ACTIVITIES:
Deferred compensation for employee options - - 1,657,000
Value of convertible debt warrants - 5,333 110,333
Value of line of credit warrants 160,000 - 160,000
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
GalaGen Inc. (A Development Stage Company)
Notes to Financial Statements (Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments (consisting of normal, recurring accruals) considered necessary
for fair presentation have been included. Operating results for the
three month period ended March 31, 1996 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1996.
These financial statements should be read in conjunction with the
audited financial statements and accompanying notes for the fiscal
year ended December 31, 1995, contained in the Company's Prospectus dated
March 27, 1996.
2. CASH AND CASH EQUIVALENTS
Cash equivalents include short-term highly liquid investments purchased
at cost, which approximates market, with original maturities of three
months or less.
3. LINE OF CREDIT
In January 1996, the Company entered into a $2.7 million line of
credit agreement with a commercial bank, which expired with the closing of
the Company's initial public offering (the "Offering"). Loans under this
line of credit were to be guaranteed by six parties and the
guarantee was collateralized by letters of credit posted by them in the
aggregate amount of $2.7 million. In consideration for the guarantees
and letters of credit posted by these parties, the Company issued
warrants to purchase an aggregate of approximately 162,000 shares of
Common Stock at an exercise price equal to 70% of the Offering price,
or $7.00 per share.
In connection with this transaction, each of John Pappajohn and Land
O'Lakes, Inc., guaranteed $500,000 of the $2.7 million line of credit, and
in exchange received a warrant to purchase approximately 30,002 shares of
Common Stock at $7.00 per share. John Pappajohn is a director and
shareholder of the Company. Land O'Lakes, Inc. is a shareholder and
has a representative serving on the board of directors of the Company.
In January 1996, the Company issued two convertible promissory notes for
$375,000 and $125,000 to two investment funds controlled by Investment
Advisers, Inc., which is a shareholder and has a representative serving on
the board of directors of the Company. The notes became due on
completion of the Offering. The notes were convertible into Series E
Preferred Stock at the option of the holder. In connection with these notes,
the Company issued warrants to purchase approximately 30,002 shares which
are identical to the line of credit warrants described above. The notes
have been repaid.
4. REVERSE STOCK SPLIT
On January 19, 1996, the Board approved a reverse stock
split of 3.6923-for-1 for the Company's outstanding Common
Stock. The Company's shareholders approved this reverse
stock split in March 1996. All information in the financial
statements with respect to the Common Stock and to the
conversion prices and ratios of the Preferred Stock have
been adjusted to reflect this change. The reverse stock
split had no effect on the numbers of shares of Preferred
Stock issued and outstanding (as opposed to the conversion
prices of the Preferred Stock and the numbers of shares of
Common Stock into which the Preferred Stock will convert).
5. SUBSEQUENT EVENTS
GalaGen Inc. consummated the Offering on April 1, 1996, which consisted of
2,000,000 shares of Common Stock at a $10 per share price to the public.
All of the Company's Preferred Stock mandatorily converted into
Common Stock immediately prior to the closing of the Offering. The terms of
the Series D, Series E and Series F-1 Preferred Stock provided that the
conversion prices of such stock be automatically adjusted to reflect
the lower of their effective conversion price at the time of closing or
70% of the initial public offering price in the Offering. The
approximate $7.3 million value of the additional shares received due
to such adjustments by the holders of Convertible Promissory Notes
(which converted into Series D Preferred Stock) and the Series E and Series
F-1 Preferred Stock upon conversion, based on a conversion price of 70% of
the Offering price of $10 per share, will be recorded in the second quarter
of 1996 as a preferred stock dividend and increase
6
<PAGE>
the net loss to arrive at net loss available to holders of Common Stock
in the calculation of net loss per share in the second quarter.
Additionally, the approximate 192,000 Common Stock warrants issued for
consideration for the guarantee of the Company's $2,700,000 line of credit
and for the $375,000 and $125,000 promissory notes described above in Note 3
provide that the exercise price be equal to 70% of the Offering price.
The difference between the Offering price and exercise price multiplied
by the number of warrants, plus the intrinsic value of the warrants,
approximates $768,000. Approximately $160,000 of this amount was recorded
in the first quarter of 1996 as interest expense. The approximate
remaining value of $608,000 will be recorded as interest expense in the
second quarter of 1996.
6. LOSS PER SHARE
The primary loss per share is based on the weighted average common
shares outstanding during the period. The fully diluted loss per share
assumes the conversion of preferred shares outstanding prior to the
initial public offering to common shares as of the beginning of the period.
The loss per share for periods prior to April 1, 1996, the closing date
of the Offering, also gives effect to the requirements of Staff
Accounting Bulletin No. 83 (SAB 83).
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
GENERAL
The Company is developing oral therapeutics to treat and prevent a broad
range of human GI diseases. Using its proprietary processes, GalaGen has
produced polyclonal antibodies that target specific pathogens
infecting the human GI tract, including bacteria and their toxins,
parasites, fungi and viruses. These polyclonal antibodies are derived from
bovine colostrum, the milk collected in the first few milkings of a dairy
cow after its calf is born, and when administered orally to humans
provide passive immunity within the GI tract.
RESULTS OF OPERATIONS
GENERAL. The net loss of $1,471,233 for the three months ended March
31, 1996 is slightly less than the net loss of $1,554,959 for the three
months ended March 31, 1995. Historical spending levels are not
indicative of future spending levels because the Company is entering a
period of rapid growth in product development activity, which is
planned to include substantial increases in costs relating to personnel,
research and development activity, small-scale manufacturing facilities
and accelerated clinical trial activity. For these reasons, the
Company believes its expenses and losses will increase dramatically before
any material product revenues are generated.
RESEARCH AND DEVELOPMENT EXPENSES. Expenses for research and development
decreased to $696,859 for the three months ended March 31, 1996 from
$1,258,625 for the three months ended March 31, 1995. The decrease of
$561,766 was due primarily to a $300,000 license fee paid by the Company in
March 1995, and the lack of activity during the three months ended
March 31, 1996, in the Company's transgenics program, which was
terminated in May 1995. The Company expects research and development
expenses to increase as the Company's clinical trials activity accelerates,
particularly expenses associated with the development of SPORIDIN-G, the
Company's lead product in development aimed at treating C. PARVUM.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $475,250 for the three months ended March 31, 1996 from
$301,352 for the three months ended March 31, 1995. The increase of
$173,898 was due to increases during the 1996 period in deferred
compensation, outside services, and expenses associated with additional
staffing.
INTEREST EXPENSE. Interest expense increased to $304,204 for the three
months ended March 31, 1996 from $97,920 for the three months ended March
31, 1995. The $206,284 increase was due primarily to the value of warrants
issued to guarantors of a line of credit and to the purchasers of two
promissory notes (see Note 5 of Notes to Financial Statements) and to
interest associated with an increase in the principal amount outstanding
of Convertible Promissory Notes.
EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT. The extraordinary gain on
extinguishment of debt of $605,421 in 1995 related to certain debt reduction
settlements.
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that its existing resources, together with the
proceeds of $17.9 million from the Offering (after payment of
related offering costs of approximately $1.4 million for underwriting
fees and $0.7 million for other associated offering expenses) and interest
thereon, will enable it to fund its operating expenses and capital
requirements as currently planned through approximately the end of the
third quarter of 1997.
Cash used in operations were $1,124,773 and $529,449 for the three
months ended March 31, 1996 and 1995, respectively. Cash used in
operations went primarily to fund operating losses. The increase of
$595,324 was due primarily to decreased changes in operating assets
and liabilities for the three months ended March 31, 1996. The Company
invested $1,491 and $8,815 for the three months ended
8
<PAGE>
March 31, 1996 and 1995, respectively, in computer equipment which was
used primarily to support Company operations.
The Company expects to incur substantial additional research and
development and other costs, including costs related to clinical studies, as
well as capital expenditures necessary to establish commercial scale cGMP
manufacturing facilities. The Company will need to raise substantial
additional funds for longer term product development, manufacturing
and marketing activities it plans to undertake in the future. The Company's
ability to continue funding its planned operations beyond 18 months is
dependent upon its ability to obtain additional funds through equity or
debt financing, strategic alliances, license agreements or from other
financing sources. A lack of adequate funding could eventually result in
the insolvency or bankruptcy of the Company. At a minimum, if adequate
funds are not available, the Company may be required to delay or to
eliminate expenditures for certain of its product development efforts or to
license to third parties the rights to commercialize products or
technologies that the Company would otherwise seek to develop itself.
Because of the Company's significant long-term capital requirements, it may
seek to raise funds when conditions are favorable, even if it does not have
an immediate need for such additional capital at such time.
Except for the historical information contained herein, matters discussed
in this Management's Discussion and Analysis of Financial Condition
and Results of Operations are forward-looking statements that involve
risks and uncertainties, and actual results may be materially
different. Factors that could cause actual results to differ include:
levels of resources devoted by the Company to the development of its
manufacturing and marketing capabilities, risks generally associated with
construction of manufacturing facilities, the ability of the Company to
make technological advances, the status of competitive products, the
ability of the Company to establish strategic alliances to provide research
and development funding to the Company and other risk factors listed in
the Company's Prospectus dated March 27, 1996.
9
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
During the quarter ended March 31, 1996, the Company presented three
matters to the stockholders of GalaGen Inc. (the "Company") for their
written consent. Commencing on February 23, 1996, the Company sent to each
stockholder a form of consent for each matter together with an
information statement discussing each proposal. The record date for
shareholders entitled to vote on the matters was set by the board of
directors as January 19, 1996. Each proposal required the consent of the
holders of the outstanding Common Stock and Preferred Stock having a
majority of the combined voting power of the outstanding Common Stock
and Preferred Stock, voting together as a single class. The reverse stock
split also required the consent of the holders of a majority of the voting
power of the outstanding Common Stock, voting as a single class. The
outstanding Common Stock and Preferred Stock in the aggregate represented a
total of 13,140,214 votes, and the outstanding Common Stock represented
7,238,308 votes. The number of consents required to approve each matter had
all been received by the Company by March 20, 1996. The three matters
presented to the stockholders for their consent are as follows:
1. REVERSE STOCK SPLIT
a. DESCRIPTION. Approval of a 3.6923 for 1 reverse stock
split for all holders of the Company's Common Stock. The reverse
stock split did not affect any stockholder's proportionate equity
interest in the outstanding stock of the Company, except for the payment of
unissued fractional shares.
b. VOTE COUNT. The Company received 10,839,855 votes from the
holders of the Common Stock and Preferred Stock, voting together as a
single class, and received 5,898,408 votes from the holders of the
Common Stock, voting as a single class. These votes were sufficient to
approve the reverse stock split.
2. RESTATED CERTIFICATE OF INCORPORATION
a. DESCRIPTION. Approval of the Restated Certificate of
Incorporation that included provisions, among others (i) to authorize
the issuance of 40,000,000 shares of Common Stock and 15,000,000 shares of
Preferred Stock; (ii) to set the minimum number of directors for the
Company board at three; and (iii) to require the affirmative vote of
at least 75% of the outstanding voting stock to alter, amend, repeal,
or adopt certain provisions in the Company's By-Laws and Restated Articles
of Incorporation.
b. VOTE COUNT. The Company received 10,367,355 votes from the
holders of the Common Stock and Preferred Stock, voting together as a
single class. This vote was sufficient to approve the Restated Articles of
Incorporation.
3. EMPLOYEE STOCK PURCHASE PLAN
a. DESCRIPTION. Approval of the GalaGen Inc. Employee Stock
Purchase Plan, which provides eligible employees with an opportunity to
acquire Common Stock of the Company.
b. VOTE COUNT. The Company received 10,450,690 votes from the
holders of the Common Stock and Preferred Stock, voting together as a
single class. This vote was sufficient to approve the Employee Stock
Purchase Plan.
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
EXHIBIT DESCRIPTION
3.2 Restated Certificate of Incorporation of the
Company.(1)
3.4 Restated Bylaws of the Company.(1)
4.1 Specimen Common Stock Certificate.(1)
4.2 Warrant to purchase 13,541 shares of Common
Stock of the Company issued to Piper Jaffray
Inc., dated January 26, 1993.(1)
4.3 Warrant to purchase 20,312 shares of Common
Stock of the Company issued to Gus A. Chafoulias,
dated October 12, 1993.(1)
4.4 Warrant to purchase 20,312 shares of Common
Stock of the Company issued to John Pappajohn,
dated October 12, 1993.(1)
4.5 Warrant to purchase 9,479 shares of Common Stock
of the Company issued to Cato Holding Company,
dated June 21, 1994.(1)
4.6 Form of Common Stock Warrant to purchase shares
of Common Stock of the Company, issued in
connection with the sale of Convertible
Promissory Notes.(1)
4.7 Warrant to purchase 17,144 shares of Series F-1
Convertible Preferred Stock of the Company
issued to Chiron Corporation, dated March 29,
1995.(1)
4.8 Warrant to purchase 42,856 shares of Series F-2
Convertible Preferred Stock of the Company
issued to Chiron Corporation, dated March 29,
1995.(1)
4.9 Warrant to purchase 60,000 shares of Series F-3
Convertible Preferred Stock of the Company
issued to Chiron Corporation, dated March 29,
1995.(1)
4.10 Warrant to purchase 80,000 shares of Series F-3
Convertible Preferred Stock of the Company
issued to Chiron Corporation, dated March 29,
1995.(1)
4.11 Warrant to purchase 18,750 shares of Common
Stock of the Company issued to IAI Investment
Funds VI, Inc. (IAI Emerging Growth Fund), dated
January 30, 1996.(1)
4.12 Warrant to purchase 6,250 shares of Common Stock
of the Company issued to IAI Investment Funds
IV, Inc. (IAI Regional Fund), dated January 30,
1996.(1)
4.13 Warrant to purchase 25,000 shares of Common
Stock of the Company issued to John Pappajohn,
dated February 2, 1996.(1)
4.14 Warrant to purchase 25,000 shares of Common
Stock of the Company issued to Edgewater Private
Equity Fund, L.P., dated February 2, 1996.(1)
4.15 Warrant to purchase 10,000 shares of Common
Stock of the Company issued to Joseph Giamenco,
dated February 2, 1996.(1)
4.16 Warrant to purchase 25,000 shares of Common
Stock of the Company issued to Gus A.
Chafoulias, dated February 2, 1996.(1)
4.17 Warrant to purchase 25,000 shares of Common
Stock of the Company issued to JIBS Equities,
dated February 2, 1996.(1)
4.18 Warrant to purchase 25,000 shares of Common
Stock of the Company issued to Land O'Lakes,
Inc., dated February 2, 1996.(1)
11
<PAGE>
EXHIBIT DESCRIPTION
4.19 Bridge Note (Promissory Note Convertible into
Series E Convertible Preferred Stock) payable to
IAI Investment Funds VI, Inc. (IAI Emerging
Growth Fund), in the amount of $375,000 dated
January 30, 1996.(1)
4.20 Bridge Note (Promissory Note Convertible into
Series E Convertible Preferred Stock) payable to
IAI Investment Funds IV, Inc. (IAI Regional
Fund), in the amount of $125,000 dated
January 30, 1996.(1)
10.1 License Agreement between the Company and Land
O'Lakes dated May 7, 1992.(1)
10.2 Royalty Agreement between the Company and Land
O'Lakes dated May 7, 1992.(1)
10.3 Supply Agreement between the Company and Land
O'Lakes dated May 7, 1992.(1)
10.4 Master Services Agreement between the Company
and Land O'Lakes dated May 7, 1992.(1)
10.5 GalaGen Inc. 1992 Stock Plan.(1)
10.7 Stock and Warrant Purchase Agreement between the
Company and Chiron Corporation dated March 20,
1995.(1)
10.8 License and Collaboration Agreement between the
Company and Chiron Corporation dated March 20,
1995.(1)
10.9 GalaGen Inc. Employee Stock Purchase Plan.(1)
10.10 Credit Agreement between the Company and Norwest
Bank Minnesota, N.A., dated as of January 24,
1996.(1)
11.1 Statement re: computation of per share earnings
(loss)
27 Financial Data Schedule
__________________________
(1) Incorporated herein by reference to the same
numbered Exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 333-1032).
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended March 31, 1996.
12
<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.
GALAGEN INC.
(Registrant)
Date: May 14, 1996 By: /s/ Robert A. Hoerr
-------------------------------
Robert A. Hoerr,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 1996 By: /s/ Gregg A. Waldon
-------------------------------
Gregg A. Waldon,
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
13
<PAGE>
EXHIBIT INDEX
METHOD OF
EXHIBIT DESCRIPTION FILING
3.2 Restated Certificate of Incorporation Incorporated
of the Company.(1) By Reference
3.4 Restated Bylaws of the Company.(1) Incorporated
By Reference
4.1 Specimen Common Stock Certificate.(1) Incorporated
By Reference
4.2 Warrant to purchase 13,541 shares of Common Stock Incorporated
of the Company issued to Piper Jaffray Inc., dated By Reference
January 26, 1993.(1)
4.3 Warrant to purchase 20,312 shares of Common Stock Incorporated
of the Company issued to Gus Chafoulias, dated By Reference
October 12, 1993.(1)
4.4 Warrant to purchase 20,312 shares of Common Stock Incorporated
of the Company issued to John Pappajohn, dated By Reference
October 12, 1993.(1)
4.5 Warrant to purchase 9,479 shares of Common Stock Incorporated
of the Company issued to Cato Holding Company, By Reference
dated June 21, 1994.(1)
4.6 Form of Common Stock Warrant to purchase shares of Incorporated
Common Stock of the Company, issued in connection By Reference
with the sale of Convertible Promissory Notes.(1)
4.7 Warrant to purchase 17,144 shares of Series F-1 Incorporated
Convertible Preferred Stock of the Company issued By Reference
to Chiron Corporation, dated March 29, 1995.(1)
4.8 Warrant to purchase 42,856 shares of Series F-2 Incorporated
Convertible Preferred Stock of the Company issued By Reference
to Chiron Corporation, dated March 29, 1995.(1)
4.9 Warrant to purchase 60,000 shares of Series F-3 Incorporated
Convertible Preferred Stock of the Company issued By Reference
to Chiron Corporation, dated March 29, 1995.(1)
4.10 Warrant to purchase 80,000 shares of Series F-3 Incorporated
Convertible Preferred Stock of the Company issued By Reference
to Chiron Corporation, dated March 29, 1995.(1)
4.11 Warrant to purchase 18,250 shares of Common Stock Incorporated
of the Company issued to IAI Investment Funds VI, By Reference
Inc. (IAI Emerging Growth Fund), dated
January 30, 1996.(1)
4.12 Warrant to purchase 6,250 shares of Common Stock Incorporated
of the Company issued to IAI Investment Funds IV, By Reference
Inc. (IAI Regional Fund), dated January 30, 1996.(1)
4.13 Warrant to purchase 25,000 shares of Common Stock Incorporated
of the Company issued to John Pappajohn, dated By Reference
February 2, 1996.(1)
4.14 Warrant to purchase 25,000 shares of Common Stock Incorporated
of the Company issued to Edgewater Private Equity By Reference
Fund, L.P., dated February 2, 1996.(1)
4.15 Warrant to purchase 10,000 shares of Common Stock Incorporated
of the Company issued to Joseph Giamenco, dated By Reference
February 2, 1996.(1)
<PAGE>
METHOD OF
EXHIBIT DESCRIPTION FILING
4.16 Warrant to purchase 25,000 shares of Common Stock Incorporated
of the Company issued to Gus A. Chafoulias, dated By Reference
February 2, 1996.(1)
4.17 Warrant to purchase 25,000 shares of Common Stock Incorporated
of the Company issued to JIBS Equities, dated By Reference
February 2, 1996.(1)
4.18 Warrant to purchase 25,000 shares of Common Stock Incorporated
of the Company issued to Land O'Lakes, Inc., dated By Reference
February 2, 1996.(1)
4.19 Bridge Note (Promissory Note Convertible into Series Incorporated
E Convertible Preferred Stock) payable to IAI By Reference
Investment Funds VI, Inc. (IAI Emerging Growth Fund),
in the amount of $375,000 dated January 30, 1996.(1)
4.20 Bridge Note (Promissory Note Convertible into Series Incorporated
E Convertible Preferred Stock) payable to IAI By Reference
Investment Funds IV, Inc. (IAI Regional Fund), in
the amount of $125,000 dated January 30, 1996.(1)
10.1 License Agreement between the Company and Incorporated
Land O'Lakes dated May 7, 1992.(1) By Reference
10.2 Royalty Agreement between the Company and Incorporated
Land O'Lakes dated May 7, 1992.(1) By Reference
10.3 Supply Agreement between the Company and Incorporated
Land O'Lakes dated May 7, 1992.(1) By Reference
10.4 Master Services Agreement between the Company Incorporated
and Land O'Lakes dated May 7, 1992.(1) By Reference
10.5 GalaGen Inc. 1992 Stock Plan.(1) Incorporated
By Reference
10.7 Stock and Warrant Purchase Agreement Incorporated
between the Company and Chiron Corporation By Reference
dated March 20, 1995.(1)
10.8 License and Collaboration Agreement between Incorporated
the Company and Chiron Corporation dated By Reference
March 20, 1995.(1)
10.9 GalaGen Inc. Employee Stock Purchase Plan Incorporated
By Reference
10.10 Credit Agreement between the Company and Incorporated
Norwest Bank Minnesota, N.A., dated as By Reference
of January 24, 1996.(1)
11.1 Statement re: computation of per share Electronic
earnings (loss) Transmission
27 Financial Data Schedule Electronic
Transmission
_______________________________
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration
No. 333-1032).
<PAGE>
GalaGen Inc. (A Development Stage Company)
Exhibit 11.1---Statement Re: Computation of Earnings Per Share (unaudited)
FOR THE THREE MONTHS ENDED
March 31, 1996 March 31, 1995
----------------- -----------------
Primary Loss Per Share
Average shares outstanding 1,955,569 1,888,482
SAB No. 83 shares - for stock
options granted at exercise
prices less than the initial
public offering price during
the 12 months preceding the
initial public offering using
the treasury method - 133,042
----------- ------------
Total 1,955,569 2,021,524
----------- ------------
Net loss $(1,471,233) $(1,554,959)
----------- ------------
----------- ------------
Net loss per share $(.75) $(.77)
----------- ------------
----------- ------------
Fully Diluted Loss Per Share:
Average shares outstanding 1,955,569 1,888,482
SAB No. 83 shares - for stock
options granted at exercise
prices less than the initial
public offering price during the
12 months preceding the initial
public offering using the
treasury method - 133,042
Assumed conversion of all series
of convertible preferred stock 3,126,159 2,509,799
----------- ------------
Total 5,081,728 4,531,323
----------- ------------
----------- ------------
Net loss $(1,471,233) $(1,554,959)
----------- ------------
----------- ------------
Net loss per share $(.29) $(.34)
----------- ------------
----------- ------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PERIOD END
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000889872
<NAME> GALAGEN INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 345,894
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,092,869
<PP&E> 231,975
<DEPRECIATION> 161,384
<TOTAL-ASSETS> 1,294,470
<CURRENT-LIABILITIES> 2,720,433
<BONDS> 0
0
47,045
<COMMON> 19,606
<OTHER-SE> (1,095,718)
<TOTAL-LIABILITY-AND-EQUITY> 1,294,470
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,172,109
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 304,204
<INCOME-PRETAX> (1,471,233)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,471,233)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,471,233)
<EPS-PRIMARY> (.75)
<EPS-DILUTED> (.29)
</TABLE>
