<PAGE> 1
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 June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period _________ to _________
ANTEX BIOLOGICS INC.
-------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 52-1563899
------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Professional Drive, Gaithersburg, MD 20879
--------------------------------------------------------------------------------
(Address of principal executive offices)
(301) 590-0129
--------------------------------------------------------------------------------
(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
APPLICABLE ONLY TO CORPORATE USERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
10,339,743 shares of Antex Biologics Inc. Common Stock, $.01 par value, were
outstanding as of July 20, 2000 (after giving effect to a one-for-five reverse
stock split).
Transitional Small Business Disclosure Format (check one):
Yes No X
-------- --------
<PAGE> 2
ANTEX BIOLOGICS INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1999 and June 30,
2000 (Unaudited) 3
Consolidated Statements of Operations (Unaudited) for the three
months ended June 30, 1999 and 2000 4
Consolidated Statements of Operations (Unaudited) for the six
months ended June 30, 1999 and 2000 and the period August 3, 1991
(inception) to June 30, 2000 5
Consolidated Statements of Stockholders' Equity (Deficit) for the
period August 3, 1991 (inception) to December 31, 1999 and the
six months ended June 30, 2000 (Unaudited) 6-7
Consolidated Statements of Cash Flows (Unaudited) for the six
months ended June 30, 1999 and 2000 and the period August 3, 1991
(inception) to June 30, 2000 8-9
Notes to Consolidated Financial Statements 10-15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16-18
Part II. Other Information
Item 4. Submission of Matter to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 19
</TABLE>
2
<PAGE> 3
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,706,275 $14,020,569
Accounts and other receivables 104,766 56,804
Prepaid expenses 62,087 119,305
---------- ----------
Total current assets 1,873,128 14,196,678
Property and equipment, net 734,051 848,809
Restricted cash 146,600 146,600
Other 27,291 27,291
---------- -----------
$ 2,781,070 $15,219,378
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 297,171 $ 421,521
Deferred research and development revenue 558,156 558,156
Deferred gain on equipment 49,590 49,590
---------- ----------
Total current liabilities 904,917 1,029,267
Deferred gain on equipment 103,419 78,623
Other 44,701 30,583
---------- ----------
Total liabilities 1,053,037 1,138,473
---------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized; Series A convertible preferred stock -
none and 44,545 shares issued and outstanding - 857,945
Common stock, $.01 par value; 95,000,000 shares
authorized; 5,891,798 and 10,413,856 shares
issued (Note 2) 58,918 104,139
Additional paid-in capital 20,147,578 35,835,596
Deficit accumulated during the development stage (18,478,463) (21,286,440)
Treasury stock, none and 74,113 shares - (1,430,335)
---------- ----------
Total stockholders' equity 1,728,033 14,080,905
---------- ----------
$ 2,781,070 $15,219,378
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30
1999 2000
---- ----
<S> <C> <C>
Revenues $ 732,720 $ 27,108
----------- ----------
Expenses:
Research and development 1,103,182 1,301,191
General and administrative 449,817 571,506
----------- ----------
Total expenses 1,552,999 1,872,697
----------- ----------
Loss from operations (820,279) (1,845,589)
Interest income 36,654 235,438
----------- ----------
Net loss (783,625) (1,610,151)
Non-cash dividend accretion - (735,000)
------------ ----------
Net loss applicable to common stockholders $ (783,625) $(2,345,151)
=========== ==========
Loss per common share:
Basic and diluted $(0.15) $(0.23)
=========== ==========
Weighted average common shares outstanding:
Basic and diluted 5,172,745 9,993,741
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
TO
1999 2000 JUNE 30, 2000
---- ---- -------------
<S> <C> <C> <C>
Revenues $1,653,788 $ 156,871 $ 16,739,135
--------- ------- ----------
Expenses:
Research and development 2,143,449 2,308,149 24,185,507
General and administrative 914,395 1,004,704 12,600,215
---------- --------- ----------
Total expenses 3,057,844 3,312,853 36,785,722
--------- --------- ----------
Loss from operations (1,404,056) (3,155,982) (20,046,587)
Other income (expense):
Interest income 81,850 348,005 1,682,858
Expense recorded on issuance of warrants - - (502,540)
Cost of treasury shares in excess
of fair value - - (1,711,814)
Interest expense - - (708,357)
---------- ---------- -----------
Net loss (1,322,206) (2,807,977) (21,286,440)
Non-cash dividend accretion - (857,500) (857,500)
---------- ---------- -----------
Net loss applicable to common stockholders $ (1,322,206) $ (3,665,477) $ (22,143,940)
---------- ---------- -----------
Loss per common share:
Basic and diluted $(0.26) $(0.44)
======= =======
Weighted average common shares outstanding:
Basic and diluted 5,172,745 8,273,161
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
Antex Biologics Inc.
(a development stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficit)
For the Period August 3, 1991 (Inception) to December 31, 1999
and the Six Months Ended June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
PREFERRED STOCK
----------------------------------------------
SHARES PAR VALUE
----------------------------------------------
<S> <C> <C>
Initial capitalization ($.20 per share), as previously reported - $-
Adjustment to reflect one-for-five reverse split of common shares - -
Net loss - -
----------------------------------------------
Balance at December 31, 1991 - -
Sale of common stock for cash, January 1992 ($23.05 per share) - -
Sale of common stock for cash, February 1992 ($34.50 per share) - -
Issuance of common stock for services, March 1992 to July 1992 ($10.00 per share) - -
Conversion of notes payable into preferred stock, September 1992 ($22.40 per share) 22,740 227
Sale of preferred stock for cash, September 1992 ($22.40 per share) 17,866 179
Issuance of preferred stock upon exercise of warrants, September 1992
($9.60 per share) 9,380 94
Issuance of common stock for cash ($5.00 per share) and services ($5.00 per share),
October 1992 - -
Conversion of preferred stock into common stock, December 1992 (49,986) (500)
Sale of common stock and warrants for cash, December 1992 ($24.18 per unit,
net of offering costs of $1,396,893 or $5.82 per unit) - -
Net loss - -
----------------------------------------------
Balance at December 31, 1992 - -
Sale of common stock and warrants for cash, January 1993 ($26.34 per unit, net
of offering costs of $131,723 or $3.66 per unit) - -
Compensation and consulting expense in connection with options granted - -
Net loss - -
----------------------------------------------
Balance at December 31, 1993 - -
Net loss - -
----------------------------------------------
Balance at December 31, 1994 - -
Sale of common stock and warrants for cash, March and April 1995 ($39,972 per
unit, net of offering costs of $706,971 or $10,028 per unit) - -
Registration of common stock and warrants, October 1995 ($1,525 per unit) - -
Net loss - -
----------------------------------------------
Balance at December 31, 1995 - -
</TABLE>
<TABLE>
<CAPTION>
COMMON STOCK
----------------------------- ADDITIONAL
SHARES PAR VALUE PAID-IN CAPITAL
-----------------------------------------------
<S> <C> <C> <C>
Initial capitalization ($.20 per share), as previously reported 390,830 $3,908 $74,093
Adjustment to reflect one-for-five reverse split of common shares (312,664) (3,126) 3,126
Net loss - - -
-----------------------------------------------
Balance at December 31, 1991 78,166 782 77,219
Sale of common stock for cash, January 1992 ($23.05 per share) 8,686 87 199,913
Sale of common stock for cash, February 1992 ($34.50 per share) 23,160 231 799,769
Issuance of common stock for services, March 1992 to July 1992 ($10.00 per share) - - 383,014
Conversion of notes payable into preferred stock, September 1992 ($22.40 per share) - - 508,882
Sale of preferred stock for cash, September 1992 ($22.40 per share) - - 400,010
Issuance of preferred stock upon exercise of warrants, September 1992
($9.60 per share) - - 89,906
Issuance of common stock for cash ($5.00 per share) and services ($5.00 per share),
October 1992 15,000 150 149,850
Conversion of preferred stock into common stock, December 1992 49,986 500 -
Sale of common stock and warrants for cash, December 1992 ($24.18 per unit,
net of offering costs of $1,396,893 or $5.82 per unit) 240,000 2,400 5,800,827
Net loss - - -
-----------------------------------------------
Balance at December 31, 1992 414,998 4,150 8,409,390
Sale of common stock and warrants for cash, January 1993 ($26.34 per unit, net
of offering costs of $131,723 or $3.66 per unit) 36,000 360 947,917
Compensation and consulting expense in connection with options granted - - 64,011
Net loss - - -
-----------------------------------------------
Balance at December 31, 1993 450,998 4,510 9,421,318
Net loss - - -
-----------------------------------------------
Balance at December 31, 1994 450,998 4,510 9,421,318
Sale of common stock and warrants for cash, March and April 1995 ($39,972 per
unit, net of offering costs of $706,971 or $10,028 per unit) 2,014,326 20,143 2,797,887
Registration of common stock and warrants, October 1995 ($1,525 per unit) - - (107,530)
Net loss - - -
-----------------------------------------------
Balance at December 31, 1995 2,465,324 24,653 12,111,675
</TABLE>
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TREASURY STOCK
DEVELOPMENT -----------------------
STAGE SHARES COST TOTAL
----------------------------------------------------
<S> <C> <C> <C> <C>
Initial capitalization ($.20 per share), as previously reported $- - $- $78,001
Adjustment to reflect one-for-five reverse split of common shares - - - -
Net loss (941,145) - - (941,145)
----------------------------------------------------
Balance at December 31, 1991 (941,145) - - (863,144)
Sale of common stock for cash, January 1992 ($23.05 per share) - - - 200,000
Sale of common stock for cash, February 1992 ($34.50 per share) - - - 800,000
Issuance of common stock for services, March 1992 to July 1992
($10.00 per share) - - - 383,014
Conversion of notes payable into preferred stock, September 1992
($22.40 per share) - - - 509,109
Sale of preferred stock for cash, September 1992 ($22.40 per share) - - - 400,189
Issuance of preferred stock upon exercise of warrants, September 1992
($9.60 per share) - - - 90,000
Issuance of common stock for cash ($5.00 per share) and services
($5.00 per share), October 1992 - - - 150,000
Conversion of preferred stock into common stock, December 1992 - - - -
Sale of common stock and warrants for cash, December 1992
($24.18 per unit, net of offering costs of $1,396,893 or
$5.82 per unit) - - - 5,803,227
Net loss (2,415,723) - - (2,415,723)
----------------------------------------------------
Balance at December 31, 1992 (3,356,868) - - 5,056,672
Sale of common stock and warrants for cash, January 1993
($26.34 per unit, net of offering costs of $131,723 or $3.66 per unit) - - - 948,277
Compensation and consulting expense in connection with options granted - - - 64,011
Net loss (2,725,902) - - (2,725,902)
----------------------------------------------------
Balance at December 31, 1993 (6,082,770) - - 3,343,058
Net loss (3,040,032) - - (3,040,032)
----------------------------------------------------
Balance at December 31, 1994 (9,122,802) - - 303,026
Sale of common stock and warrants for cash, March and April 1995 ($39,972 per
unit, net of offering costs of $706,971 or $10,028 per unit) - - - 2,818,030
Registration of common stock and warrants, October 1995 ($1,525 per unit) - - - (107,530)
Net loss (3,131,059) - - (3,131,059)
----------------------------------------------------
Balance at December 31, 1995 (12,253,861) - - (117,533)
</TABLE>
The accompanying notes are an integral part of these financial statements.
(continued)
6
<PAGE> 7
Antex Biologics
(a development stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficit)
For the Period August 3, 1991 (Inception) to December 31, 1999
and the Six Months Ended June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
--------------------------------------------------------------
SHARES PAR VALUE SHARES PAR VALUE
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Issuance of exchange option, May 1996
($1.85 per share, net of costs of $351,082) - $- - $-
Issuance of common stock upon exercise of Class B
Warrants and stock options, May to August 1996,
($2.50 per share, net of related costs of $214,811) - - 2,030,612 20,306
Net income - - - -
--------------------------------------------------------------
Balance at December 31, 1996 - - 4,495,936 44,959
Issuance of common stock upon exercise of stock options,
October 1997 - - 125 1
Net loss - - - -
--------------------------------------------------------------
Balance at December 31, 1997 - - 4,496,061 44,960
Forfeiture of escrowed shares, May 1998 - - (58,332) (583)
Cashless exercise of Placement Agent's unit purchase option,
September 1998 ($121,430 per unit) - - 1,409,742 14,097
Issuance of common stock for services, October 1998
($1.45 per share) - - 10,000 100
Net loss - - - -
--------------------------------------------------------------
Balance at December 31, 1998 - - 5,857,471 58,574
Exercise of exchange option, September 1999 - - 719,053 7,191
Issuance of amended and restated warrant, September 1999 - - - -
Cancellation of treasury stock, September 1999 - - (684,726) (6,847)
Net loss - - - -
--------------------------------------------------------------
Balance at December 31, 1999 - - 5,891,798 58,918
Issuance of common stock upon exercise of stock options,
February and May 2000 - - 5,331 53
Sale of preferred stock, common stock, and warrants for
cash, March 2000 ($3.30 per unit, net of offering
costs of $211,862) 44,545 445 3,743,573 37,436
Consulting expense in connection with warrants issued (April 2000) - - - -
Cashless exercise of SmithKline's warrant, May 2000
($1.85 per warrant) - - 773,154 7,732
Dividend accretion on preferred Series A - 857,500 - -
Compensation expense in connection with options granted - - - -
Net loss for the period - - - -
--------------------------------------------------------------
Balance at June 30, 2000 44,545 $857,945 10,413,856 $104,139
==============================================================
</TABLE>
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TREASURY STOCK
ADDITIONAL DEVELOPMENT ---------------------------
PAID-IN CAPITAL STAGE SHARES COST
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Issuance of exchange option, May 1996
($1.85 per share, net of costs of $351,082) $979,166 $- - $-
Issuance of common stock upon exercise of Class B
Warrants and stock options, May to August 1996,
($2.50 per share, net of related costs of $214,811) 4,841,413 - - -
Net income - 535,435 - -
-----------------------------------------------------------------
Balance at December 31, 1996 17,932,254 (11,718,426) - -
Issuance of common stock upon exercise of stock options,
October 1997 428 - - -
Net loss - (442,676) - -
-----------------------------------------------------------------
Balance at December 31, 1997 17,932,682 (12,161,102) - -
Forfeiture of escrowed shares, May 1998 583 - - -
Cashless exercise of Placement Agent's unit purchase option,
September 1998 ($121,430 per unit) 2,981,577 - 68,473 (1,283,860)
Issuance of common stock for services, October 1998
($1.45 per share) 14,400 - - -
Net loss - (2,833,687) - -
-----------------------------------------------------------------
Balance at December 31, 1998 20,929,242 (14,994,789) 68,473 (1,283,860)
Exercise of exchange option, September 1999 (7,191) - - -
Issuance of amended and restated warrant, September 1999 502,540 - - -
Cancellation of treasury stock, September 1999 (1,277,013) - (68,473) 1,283,860
Net loss - (3,483,674) - -
-----------------------------------------------------------------
Balance at December 31, 1999 20,147,578 (18,478,463) - -
Issuance of common stock upon exercise of stock options,
February and May 2000 7,807 - - -
Sale of preferred stock, common stock, and warrants for
cash, March 2000 ($3.30 per unit, net of offering
costs of $211,862) 15,044,048 - - -
Consulting expense in connection with warrants issued (April 2000) 45,144 - - -
Cashless exercise of SmithKline's warrant, May 2000
($1.85 per warrant) 1,422,603 - 74,113 (1,430,335)
Dividend accretion on preferred Series A (857,500) - - -
Compensation expense in connection with options granted 25,916 - - -
Net loss for the period - (2,807,977) - -
-----------------------------------------------------------------
Balance at June 30, 2000 $35,835,596 ($21,286,440) 74,113 ($1,430,335)
=================================================================
</TABLE>
<TABLE>
<CAPTION>
TOTAL
------------------
<S> <C>
Issuance of exchange option, May 1996
($1.85 per share, net of costs of $351,082) $979,166
Issuance of common stock upon exercise of Class B
Warrants and stock options, May to August 1996,
($2.50 per share, net of related costs of $214,811) 4,861,719
Net income 535,435
------------------
Balance at December 31, 1996 6,258,787
Issuance of common stock upon exercise of stock options,
October 1997 429
Net loss (442,676)
------------------
Balance at December 31, 1997 5,816,540
Forfeiture of escrowed shares, May 1998 -
Cashless exercise of Placement Agent's unit purchase option,
September 1998 ($121,430 per unit) 1,711,814
Issuance of common stock for services, October 1998
($1.45 per share) 14,500
Net loss (2,833,687)
------------------
Balance at December 31, 1998 4,709,167
Exercise of exchange option, September 1999 -
Issuance of amended and restated warrant, September 1999 502,540
Cancellation of treasury stock, September 1999 -
Net loss (3,483,674)
------------------
Balance at December 31, 1999 1,728,033
Issuance of common stock upon exercise of stock options,
February and May 2000 7,860
Sale of preferred stock, common stock, and warrants for
cash, March 2000 ($3.30 per unit, net of offering
costs of $211,862) 15,081,929
Consulting expense in connection with warrants issued (April 2000) 45,144
Cashless exercise of SmithKline's warrant, May 2000
($1.85 per warrant) -
Dividend accretion on preferred Series A -
Compensation expense in connection with options granted 25,916
Net loss for the period (2,807,977)
------------------
Balance at June 30, 2000 $14,080,905
==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
TO
1999 2000 JUNE 30, 2000
---- ---- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (1,322,206) $ (2,807,977) $ (21,286,440)
Adjustments to reconcile net loss to net
cash used in development stage activities:
Depreciation and amortization of
property and equipment, net of
amortization of deferred gain on
sale/leaseback and equipment 55,061 99,654 524,300
Amortization of deferred credits (14,118) (14,118) (457,769)
Expense recorded on cashless exercise
of common stock options and warrants - - 1,711,814
Writedown of construction in progress - - 174,400
Expense recorded on issuance and/or
vesting of common stock, warrants
and options - 71,060 1,119,234
Changes in operating assets and liabilities:
Accounts and other receivables (280,412) 47,962 (56,804)
Prepaid expenses (12,630) (57,218) (3,063)
Other assets - - (27,291)
Accounts payable and accrued expenses (56,582) 124,350 14,513
Deferred research and development (520,571) - 558,156
Due from affiliate - - 420,448
------------- ------------- ---------
Net cash used in development stage activities (2,151,458) (2,536,287) (17,308,502)
------------- ------------- ---------
INVESTING ACTIVITIES
Purchase of property and equipment (334,716) (239,208) (1,419,297)
Increase in restricted cash - - (146,600)
------------- ------------- ---------
Net cash used in investing activities (334,716) (239,208) (1,565,897)
------------- ------------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(Continued)
8
<PAGE> 9
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
TO
1999 2000 JUNE 30, 2000
---- ---- -------------
<S> <C> <C> <C>
FINANCING ACTIVITIES
Net proceeds from sales of common stock
and warrants and the exchange option $ - $15,081,929 $ 26,688,099
Net proceeds from exercise of warrants
and stock options - 7,860 4,870,008
Proceeds from sale and leaseback agreement - - 2,164,792
Principal repayments on sale and leaseback
agreement - - (2,164,792)
Proceeds from issuance of notes payable - - 500,000
Proceeds from sale of preferred stock - - 400,189
---------- ----------- ------------
Net cash provided by financing activities - 15,089,789 32,458,296
---------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents (2,486,174) 12,314,294 13,583,897
Cash and cash equivalents at beginning
of period 4,856,479 1,706,275 436,672
--------- --------- -----------
Cash and cash equivalents at end of period $2,370,305 $14,020,569 $14,020,569
========= ========== ==========
Supplemental cash flows disclosures:
Cashless exercise of common stock
options and warrants $ - $ 1,430,335 $ 4,426,009
Notes payable and accrued interest
converted to preferred stock $ - $ - $ 509,109
Sale and leaseback of property and
equipment $ - $ - $ 2,099,175
Capitalized equipment $ 50,015 $ - $ 247,957
Deferred compensation $ (264,920) $ - $ -
Interest paid $ - $ - $ 699,248
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE> 10
Antex Biologics Inc.
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND 2000
(UNAUDITED)
1. BUSINESS
Antex Biologics Inc. (the "Company") is a biopharmaceutical company
committed to improving human health by developing new products to prevent and
treat infections and related diseases. With respect to its human bacterial
vaccine research and development, the Company currently has strategic alliances
with SmithKline Beecham, Aventis Pasteur and the United States Navy.
The Consolidated Balance Sheet as of June 30, 2000, the Consolidated
Statements of Operations for the three-month and six-month periods ended June
30, 1999 and 2000 and for the period August 3, 1991 (inception) to June 30,
2000, the Consolidated Statement of Stockholders' Equity (Deficit) for the
period January 1, 2000 to June 30, 2000, and the Consolidated Statements of
Cash Flows for the six-month periods ended June 30, 1999 and 2000 and for the
period August 3, 1991 (inception) to June 30, 2000 have been prepared without
audit. However, such financial statements reflect all adjustments (consisting
solely of normal recurring adjustments) that are, in the opinion of management,
necessary for a fair presentation of the consolidated financial position of
Antex Biologics Inc. and its subsidiary at June 30, 2000, and the consolidated
results of their operations and their cash flows for the periods referred to
above.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements should be
read in conjunction with the financial statements and notes thereto for the
fiscal year ended December 31, 1999 included in the Company's Annual Report on
Form 10-KSB.
Certain reclassifications were made to the 1999 financial statements to
conform to the 2000 presentation.
The results of operations for the period ended June 30, 2000 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 2000.
Since inception, the Company's revenues have been generated solely in
support of its research and development activities and as of June 30, 2000, the
Company's research and products are not sufficiently developed to enable the
Company to generate sufficient revenues on an ongoing basis. As a result, the
Company is considered to be in the development stage.
10
<PAGE> 11
2. REVERSE STOCK SPLIT
At the 1999 Annual Meeting, the stockholders approved resolutions
authorizing the Board of Directors, at its discretion, to effect, by amendment
of the Certificate of Incorporation prior to the 2000 Annual Meeting, a reverse
stock split of the Company's common stock in the range of one-for-four to
one-for-ten. On July 7, 2000, the Board of Directors approved resolutions to
implement a one-for-five reverse stock split. The reverse stock split became
effective at the end of the day on July 19, 2000.
Under the terms of the reverse stock split, each five shares of the
Company's common stock held at the close of business on July 19, 2000 was
combined into one fully paid and nonassessable share of common stock. The
number of shares of preferred stock (5,000,000) and the number of shares of
common stock (95,000,000) that the Company is authorized to issue under its
Certificate of Incorporation were not changed as a result of the reverse stock
split.
The accompanying financial statements have been restated to reflect the
reverse stock split.
3. STRATEGIC ALLIANCE
Effective March 1996, the Company entered into definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline") which established a corporate joint venture, MicroCarb
Human Vaccines Inc. ("MCHV"), to develop and commercialize human bacterial
vaccines utilizing the Company's proprietary technologies. At August 31, 1999,
the agreements provided for the following: the option by SmithKline to provide
annual funding of research and development activities for future years; an
exchange option granted by the Company to SmithKline enabling SmithKline to
convert its 26.25% equity interest in MCHV for 719,053 (pre-split 3,595,264)
shares of the Company's common stock, under specified conditions; and a warrant
granted by the Company to SmithKline enabling SmithKline to acquire up to
1,146,160 (pre-split 5,730,802) shares of the Company's common stock, under
specified conditions. The agreements also provided for SmithKline to make
milestone payments and pay royalties to MCHV; and for SmithKline to reimburse
the Company for expenses the Company incurred for agreed upon production lots
of vaccines for clinical trials, the conduct of agreed upon clinical trials,
and agreed upon prosecution and maintenance of the Company's patents and patent
applications. As further stipulated in the agreements, SmithKline was
responsible for conducting additional clinical trials, manufacturing, and sales
and distribution.
Effective September 1, 1999, the agreements were terminated and/or
amended and the Company entered into an Omnibus Agreement with SmithKline
Beecham plc and SmithKline Beecham Biologicals Manufacturing s.a. ("SB") and
MCHV. Under the provisions of the Omnibus Agreement and several related
documents, the following occurred: SmithKline's equity interest in MCHV was
converted into 719,053 (pre-split 3,595,264) shares of the Company's common
stock and MCHV was merged into the Company; a new license agreement was
executed; and the Company granted an amended and restated warrant to SB to
purchase
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<PAGE> 12
773,154 (pre-split 3,865,769) shares of common stock at an exercise price of
$1.85 (pre-split $.37) per share exercisable on or before September 1, 2003.
The issuance of the warrant resulted in the recognition of a noncash expense of
$502,540 in 1999, as determined by using the Black-Scholes valuation model.
The new license agreement covers prophylactic and/or therapeutic vaccines
for certain designated infectious diseases and provides for the reversion to
the Company of all other technology rights previously licensed to SmithKline.
The terms of the license agreement provide for the following: funding for
research and development of $1,333,334 for the period July 1, 1999 to December
31, 1999 with SB having the option to provide annual funding of research and
development activities in the future; milestone payments and royalties; and,
subject to mutual agreement in the future, the reimbursement by SB of expenses
incurred by the Company for production lots of vaccines, the conduct of
clinical trials, and the prosecution and maintenance of the Company's patents
and patent applications pertaining to the licensed technology. As further
stipulated in the agreement, SB will be responsible for conducting clinical
trials, manufacturing, and sales and distribution for the licensed vaccines.
Provision was made in the new agreements for the number of shares of
common stock purchasable by SB under the amended and restated warrant agreement
to be increased by an additional 173,238 (pre-split 866,189) shares, provided
that SB made the scheduled research and development funding payment of $666,667
on or before October 1, 1999. The payment was received subsequent to October 1,
1999, and accordingly, no increase occurred. SB has subsequently notified the
Company it disagrees that the delay in receipt of the payment should have
negated SB's right to the increase. The Company and SB are in discussions on
this matter and the ultimate outcome is unknown.
In 2000, SB notified the Company that it was executing a cashless
exercise of the entire amended and restated warrant that was not in dispute,
and subsequently in May 2000, the Company issued 699,041 (pre-split 3,495,204)
shares of its common stock to SB.
The Company recognized revenue related to human bacterial vaccine
research and development and qualifying reimbursable expenses pursuant to these
agreements of $732,720 and $27,108 for the three-month periods ended June 30,
1999 and 2000, and of $1,653,788, $106,873 and $12,468,977 for the six-month
periods ended June 30, 1999 and 2000, and for the period August 3, 1991
(inception) to June 30, 2000, respectively.
4. FINANCING
On March 15, 2000, the Company completed a private placement resulting in
gross proceeds to the Company of $15,293,790. Pursuant to the terms of the
private placement, the Company offered and sold 3,743,573 (pre-split
18,717,864) A Units and 4,454,545 B Units, in each case at a price of $3.30
(pre-split $0.66) per Unit, on an "as if" converted basis, as applicable.
Each A Unit post-split consists of one share of common stock and five
Class A Warrants. Each Class A Warrant has a five-year term and is exercisable
immediately upon issuance to
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<PAGE> 13
purchase 1/5 of a share of common stock at an exercise price of $1.50 (or $7.50
per share). At the election of the Company, the Class A Warrants may be
redeemed, upon 30 days prior written notice to the holders, at a redemption
price of $0.10 per warrant, if (i) after September 15, 2001, the average market
price of the common stock exceeds $37.50 (pre-split $7.50) per share for 20
consecutive trading days or (ii) after March 15, 2002, the average market price
of the common stock exceeds $22.50 (pre-split $4.50) per share for 20
consecutive trading days.
Each B Unit post-split consists of (i) one-one hundredth (1/100) of a
share of Series A Convertible Preferred Stock and (ii) one Class B Warrant.
Effective March 15, 2001, each one-one hundredth (1/100) of a share of preferred
stock is convertible, at the option of the holder, into 1/5 of a share of common
stock. The preferred stock has no dividend rights, has no voting rights (except
as required by law), and is entitled to participate in a dissolution and
liquidation of the Company with the holders of common stock on an "as converted"
basis. The Class B Warrants are identical to the Class A Warrants, except that
the Class B Warrants do not become exercisable until March 15, 2001. Since each
B Unit was sold at a price of $3.30 (pre-split $0.66) on an "as if" converted
basis when the common stock on March 15, 2000 had a closing bid price of $13.75
(pre-split $2.75), the Series A Convertible Preferred Stock is being accounted
for giving effect to its beneficial conversion features. Under such accounting,
the Company is recording a preferred stock dividend of $2,940,000 over the
one-year period.
The redemption of the Class A Warrants and the Class B Warrants is
contingent upon the effectiveness of a registration statement registering for
resale the shares of common stock issuable upon the exercise of the warrants.
The Company has agreed to file such a registration statement with the
Securities and Exchange Commission, and to use its best efforts to have it
declared effective.
In connection with the financing, the Company paid total compensation of
consisting of: (i) 1,666,666 B Units; (ii) 3,409,091 Class C Warrants, each
having a five-year term and exercisable March 15, 2001 to purchase post-split
1/5 of a share of common stock at an exercise price of $0.66 (or $3.30 per
share); (iii) 3,409,091 Class D Warrants, each having a five-year term and
exercisable March 15, 2001 to purchase post-split 1/5 of a share of common
stock at an exercise price of $1.50 (or $7.50 per share); and (iv) $100,000.
Neither the Class C Warrants nor the Class D Warrants are redeemable by the
Company.
5. OPERATING SEGMENTS
Prior to 1998, the Company devoted substantially all its efforts to a
single product segment, bacterial vaccines. In 1998, the Company established a
second reportable product segment, therapeutics. The therapeutics segment
focuses on research and development of drugs for infections and related
diseases. For 1999 and 2000, only direct costs and fixed asset acquisitions
were attributed to the therapeutics segment.
The following tables present information regarding the two segments for
the three-month and six-month periods ended June 30, 1999 and 2000:
13
<PAGE> 14
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
--------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
---------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 598,137 $ - $ 134,583 $ 732,720
Research and development
expenses $ 808,860 $ 294,322 $ - $1,103,182
Loss from operations $(210,723) $(294,322) $ (315,234) $ (820,279)
Fixed asset acquisitions $ 38,632 $ 4,466 $ 211,277 $ 254,375
</TABLE>
Reconciling items include reimbursable patent costs of $134,583; general and
administrative expenses, net of reimbursable patent costs, of $315,234; and
corporate fixed asset acquisitions and construction in progress expenditures of
$211,277.
<TABLE>
<CAPTION>
Three Months Ended June 30, 2000
--------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
---------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ - $ - $ 27,108 $ 27,108
Research and development
expenses $ 1,089,631 $ 211,560 $ - $ 1,301,191
Loss from operations $(1,089,631) $(211,560) $ (544,398) $(1,845,589)
Fixed asset acquisitions $ 26,097 $ 37,456 $ 113,404 $ 176,957
</TABLE>
Reconciling items include reimbursable patent costs of $27,108; general and
administrative expenses, net of reimbursable patent costs, of $544,398; and net
corporate fixed asset acquisitions and construction in progress transfers of
$113,404.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
---------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues $1,361,537 $ - $ 292,251 $1,653,788
Research and development
expenses $1,642,049 $ 501,400 $ - $2,143,449
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C>
Loss from operations $(280,512) $(501,400) $ (622,144) $(1,404,056)
Fixed asset acquisitions $ 93,199 $ 9,371 $ 232,146 $ 334,716
</TABLE>
Reconciling items include reimbursable patent costs of $292,251; general and
administrative expenses, net of reimbursable patent costs, of $622,144; and
corporate fixed asset acquisitions and construction in progress expenditures of
$232,146.
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
---------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 49,998 $ - $ 106,873 $ 156,871
Research and development
expenses $ 1,879,986 $ 428,163 $ - $ 2,308,149
Loss from operations $(1,829,988) $(428,163) $ (897,831) $(3,155,982)
Fixed asset acquisitions $ 129,705 $ 37,456 $ 72,047 $ 239,208
</TABLE>
Reconciling items include reimbursable patent costs of $106,873; general and
administrative expenses, net of reimbursable patent costs, of $897,831; and net
corporate fixed asset acquisitions and construction in progress transfers of
$72,047.
6. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed by
dividing net income (loss) available to common shareholders by the weighted
average number of common shares outstanding after giving effect to all dilutive
potential common shares that were outstanding during the period. The Company
did not have any dilutive potential common shares during the three-month and
six-month periods ended June 30, 1999 and 2000. The Company excluded 3,045,944
and 9,008,002 shares (post-split) for 1999 and 2000, respectively, represented
by warrants, stock options and/or convertible preferred stock from the earnings
per share calculation as they are anti-dilutive. Net loss as reported was
adjusted for a non-cash dividend accretion to determine the net loss applicable
to common shareholders for the computation of basic or diluted earnings per
share.
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The Company commenced operations in August 1991.
Effective March 1996, the Company executed definitive agreements with
SmithKline Beecham which established a corporate joint venture, MicroCarb Human
Vaccines Inc., to develop and commercialize human bacterial vaccines utilizing
the Company's proprietary technologies. Effective September 1, 1999, these
agreements were terminated and/or amended and new definitive agreements were
entered into to develop and commercialize related human bacterial vaccines (see
Note 3 to the financial statements).
The strategic alliances with SmithKline Beecham and Aventis Pasteur are
consistent with one aspect of the Company's overall strategy which, since its
inception, has been to establish strategic partnerships and to focus on
researching technologies with the goal of developing new products to prevent
and treat infectious diseases and their related disorders. The Company is
operating as a development stage enterprise.
RESULTS OF OPERATIONS
Revenues for the second quarter of 2000 consisted of $27,108 of
reimbursable patent expenses pursuant to the strategic alliance with SmithKline
Beecham. Revenues for the six months ended June 30, 2000 totaled $156,871 and
consisted of $106,873 of reimbursable patent expenses pursuant to the
SmithKline strategic alliance and $49,998 from a Small Business Technology
Transfer contract.
Revenues for the second quarter of 1999 totaled $732,720 and consisted of
the recognition of human bacterial vaccine research and development support of
$458,337 and reimbursable expenses incurred to $274,383 pursuant to the
strategic alliance with SmithKline. Revenues for the six months ended June 30,
1999 totaled $1,653,788 and consisted of the recognition of human bacterial
vaccine research and development support of $1,187,237 and reimbursable
expenses incurred of $466,551 pursuant to the SmithKline strategic alliance.
The decreases in human bacterial vaccine research and development support
and reimbursable expenses were due to the substantial reduction in the services
requested by SmithKline Beecham and a reduction in reimbursable patent
expenses.
Research and development expenses increased 17.9% to $1,301,191 for the
second quarter of 2000 in comparison to $1,103,182 for the comparable period in
1999, and increased 7.7% to $2,308,149 for the six months ended June 30, 2000
in comparison to $2,143,449 for the six months ended June 30, 1999. Increased
personnel expenditures and increased facility costs resulting from the recently
completed renovation and expansion of the laboratories were offset in part by
the nonrecurrence of a license fee incurred in June 1999.
General and administrative expenses in the second quarter of 2000
increased 27.1% to $571,506 in comparison to $449,817 in the comparable period
in 1999, and increased 9.9% to
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<PAGE> 17
$1,004,704 for six months ended June 30, 2000 in comparison to $914,395 for the
comparable period in 1999. Increased expenditures in the second quarter of 2000
related to investor relations and increased facility and personnel costs were
offset by decreases in patent and general legal fees.
The increase in interest income in the second quarter and first six
months of 2000 reflects the increase in cash available for investing resulting
from the recently completed equity financing.
LIQUIDITY AND CAPITAL RESOURCES
As a development stage company, the Company's operating activities have
been limited primarily to research and development involving its proprietary
technologies, and accordingly, have generated limited revenues.
For 2000, the Company will rely primarily upon the net proceeds of
approximately $15,000,000 from the private placement completed in March 2000 to
fund its operations (see Note 4 to the financial statements). During 2000, the
Company will continue to assess to which human bacterial vaccine projects and
antibacterials projects resources will be allocated. The Company anticipates
that its research and development expenses related to these projects will be
substantial for the foreseeable future. It is anticipated that in 2000
SmithKline Beecham will limit its funding to the reimbursement of certain
agreed upon patent-related expenses. The Company intends to pursue additional
strategic alliances, technology licenses, and grants and contracts to help fund
its research and development expenses.
The Company currently anticipates that it will increase its total
employees and contract personnel from its 1999 year-end total of 28 to
approximately 35 in 2000. The annual rent and pro-rata share of building
operating expenses and administrative charges for the Company's facility are
estimated at approximately $882,000 for 2000.
In order to sustain its research and development programs beyond 2001, as
well as to fund its future operations, the Company will continue to seek
additional financing. The Company has no lines of credit. In seeking additional
funding, the Company continues to examine a range of possible transactions,
including: additional strategic alliances; additional equity or debt public
offerings and private placements; the exercise of currently outstanding
warrants; additional grants and contracts; the sale and leaseback of existing
assets; and research and development funding from third parties. However, there
is no assurance that additional funds will be available from these or any other
sources or, if available, that, with the exception of the warrants, the terms
on which such funds can be obtained will be acceptable to the Company.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued a new standard.
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting
for Derivative Instruments and Hedging Activities, which becomes effective for
years beginning after June 15, 2000, requires that every derivative instrument
be recorded in the balance sheet as either an asset or
17
<PAGE> 18
liability measured at its fair value. The statement requires that changes in
the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. The Company believes that the effect of adoption
of SFAS 133 will not be material to the Company's financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB No. 101"), Revenue Recognition in Financial
Statements, which summarizes certain of the staff's views on revenue
recognition. The Company's revenue recognition policies have been and continue
to be in accordance with SAB No. 101.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements contained herein that are not historical facts may be
forward-looking statements that are subject to a variety of risks and
uncertainties. There are a number of important factors that could cause actual
results to differ materially from those expressed in any forward-looking
statements made by the Company. These factors include, but are not limited to:
(i) the Company's ability to fund its future operations; (ii) the Company's
ability to successfully complete product research and development, including
preclinical and clinical studies and commercialization; (iii) the Company's
ability to obtain required governmental approvals; (iv) the Company's ability
to attract and/or maintain manufacturing, sales, distribution and marketing
partners; and (v) the Company's ability to develop and commercialize its
products before its competitors.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
On July 21, 2000, the Company held its Annual Meeting of Stockholders.
One matter was voted on at the meeting:
Election to the Board of Directors of the Company's nominee - Donald
G. Stark - (pre-split shares):
For 27,563,203
Withheld 571,210
The directors not elected at the Annual Meeting whose tenure continued
after the Annual Meeting are:
Charles J. Coulter, Robert L. Curry and V. M. Esposito.
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<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
REPORTS ON FORM 8-K
The Company filed a Form 8-K (Item 4) on May 5, 2000 disclosing that
effective April 28, 2000, the Company's independent accountants,
PricewaterhouseCoopers LLP, resigned. The Form 8-K cited that during the last
two calendar years, and to the date of resignation, there were no disagreements
with PricewaterhouseCoopers LLP on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure that,
if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have
caused PricewaterhouseCoopers LLP to refer to the matter in its report on the
Company's audited financial statements. The Audit Committee of the Company is
conducting a search for new independent accountants.
The Company filed a Form 8-K (Item 4) on July 11, 2000 indicating that
the Company had engaged Richard A. Eisner & Company, LLP as its independent
accountants for calendar year 2000.
The Company filed a Form 8-K (Item 4) on July 31, 2000 indicating that
the Company had implemented a one-for-five reverse stock split that was
effective at the end of the day on July 19, 2000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C>
ANTEX BIOLOGICS INC.
Date: August 10, 2000 By: /s/V. M. Esposito
------------------------------------
V. M. Esposito, Chief Executive Officer
Date: August 10, 2000 By: /s/Gregory C. Zakarian
------------------------------------
Gregory C. Zakarian, Treasurer and Chief
Financial Officer
</TABLE>
19
