VIRUS RESEARCH INSTITUTE INC
10-Q, 1998-05-13
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934.

     For the quarterly period ended       March 31, 1998
                                     -----------------------------------------
                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the transition period from _______________ to _______________ 

     Commission File number              0-20711
                            --------------------------------------------------


                         VIRUS RESEARCH INSTITUTE, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                              22-3098869
- --------------------------------------------------------------------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)


  61 Moulton Street, Cambridge, MA                                02138
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip code)


                                 (617) 864-6232
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
- --------------------------------------------------------------------------------
      (Former name, address and 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.

                              [X] Yes    [ ] No

As of April 30, 1998, there were 8,999,854 shares of Common Stock outstanding.



<PAGE>   2


                         VIRUS RESEARCH INSTITUTE, INC.

                                      INDEX



PART I - FINANCIAL INFORMATION                                             Page

  Item 1. Financial Statements:
            Balance Sheets as of March 31, 1998 and
              December 31, 1997...........................................   3
                                                                              
            Statements of Operations for the Three                            
              Months Ended March 31, 1998 and 1997, and for the               
              Period  from Inception through March 31, 1998...............   4
                                                                              
            Statements of Cash Flows for the Three Months Ended               
              March 31, 1998 and 1997 and for the period from                 
              Inception through March 31, 1998............................   5
                                                                              
            Notes to Financial Statements ................................   6
                                                                              
  Item 2. Management's Discussion and Analysis of Financial                   
                 Condition and Results of Operations......................   7
                                                                              
                                                                              
PART II - OTHER INFORMATION                                                   
                                                                              
  Item 1. Legal Proceedings...............................................  13
                                                                              
  Item 2. Changes in Securities...........................................  13
                                                                              
  Item 3. Defaults upon Senior Securities.................................  13
                                                                              
  Item 4. Submission of Matters to a Vote of Security Holders.............  13
                                                                              
  Item 5. Other Information...............................................  13
                                                                              
  Item 6. Exhibits and Reports on Form 8-K................................  13

SIGNATURES ...............................................................  14





                                      (2)
<PAGE>   3

                         VIRUS RESEARCH INSTITUTE, INC.
                          (a development stage company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                 March 31,        December 31,
                                                                   1998               1997
                                                               ------------       ------------
<S>                                                            <C>                <C>         

Current assets:
  Cash and cash equivalents                                    $  1,162,625       $  2,488,963
  Marketable securities                                          15,349,386         15,968,923
  Contract receivable                                             1,000,000          1,000,000
  Interest receivable                                               283,146            352,186
  Prepaid expenses                                                  322,421            273,224
  Other current assets                                               81,163             42,616
                                                               ------------       ------------
     Total current assets                                        18,198,741         20,125,912

Noncurrent assets:
  Leasehold improvements and equipment (net
    of accumulated depreciation and amortization
    of $2,508,530 at March 31, 1998 and
    $2,416,568 at December 31, 1997)                                665,226            715,234
  Other assets                                                       29,583             37,193
                                                               ------------       ------------
     Total noncurrent assets                                        694,809            752,427

                                                               ------------       ------------
     Total assets                                              $ 18,893,550       $ 20,878,339
                                                               ============       ============

Current liabilities:
  Accounts payable                                             $    172,337       $     24,769
  Accrued consulting and research fees                              784,441            709,295
  Accrued employee benefits                                          96,636             91,636
  Accrued legal                                                     195,120            192,453
  Other accrued expenses                                            463,590            377,987
  Current portion of lease obligation payable                        32,325             72,352
                                                               ------------       ------------
      Total current liabilities                                   1,744,449          1,468,492

Stockholders' equity:

  Preferred stock -- $.001 par value; 5,000,000 shares
    authorized, none issued                                              --                 --

  Common stock -- $.001 par value; 30,000,000 shares
    authorized; 8,979,029 shares issued at March 31, 1998
    and 8,928,314 shares issued at December 31, 1997                  8,979              8,928

  Additional paid-in capital                                     51,977,245         51,930,441

  Deficit accumulated during the development stage              (34,837,123)       (32,529,522)
                                                               ------------       ------------

      Total stockholders' equity                                 17,149,101         19,409,847


                                                               ------------       ------------
      Total liabilities and stockholders' equity               $ 18,893,550       $ 20,878,339
                                                               ============       ============

</TABLE>



                        See Notes to Financial Statements




                                      (3)
<PAGE>   4

                         VIRUS RESEARCH INSTITUTE, INC.
                          (a development stage company)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Three months ended            Cumulative
                                                              March 31,                  Since
                                                      1998               1997           Inception
                                                   ------------------------------------------------   
<S>                                                <C>               <C>               <C>            

Revenue:
Licensing and option revenue                       $    51,111       $         0       $  6,946,667   
Research and development revenue                             0           387,491          4,165,180   
Interest income                                        263,975           332,780          2,787,364   
                                                   ------------------------------------------------   
Total revenue                                          315,086           720,271         13,899,211   
                                                                                                      
Expenses:                                                                                             
Research and development                             1,853,839         1,700,476         33,420,374   
General and administrative                             663,649           712,018         11,972,646   
Depreciation                                            91,963           130,607          2,610,879   
Interest and other expense                              13,235            17,985            732,434   
                                                   ------------------------------------------------   
Total expenses                                       2,622,686         2,561,086         48,736,333   
                                                   ------------------------------------------------   
Net Loss                                           $(2,307,600)      $(1,840,815)      $(34,837,122)  
                                                   ================================================


Basic and diluted net loss per common share        $     (0.26)      $     (0.21)

Shares used in computing basic and diluted
        net loss per common share                    8,942,667         8,861,992

</TABLE>







                        SEE NOTES TO FINANCIAL STATEMENTS




                                      (4)
<PAGE>   5

                         VIRUS RESEARCH INSTITUTE, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED               CUMULATIVE
                                                                      MARCH 31,                     SINCE
                                                                1998             1997             INCEPTION
                                                            ------------------------------------------------- 
<S>                                                         <C>               <C>                <C>          

Cash flows from operating activities:

Net Loss                                                    $(2,307,600)      $ (1,840,815)      $(34,837,122)

Adjustments to reconcile net loss to net cash
 used in operating activities:
   Depreciation and amortization                                 93,295            132,606          2,662,737
   Conversion of accrued interest to preferred stock                  0                  0             58,373
   Changes in operating assets and liabilities:
     Contract receivable                                              0                  0         (1,000,000)
     Increase in prepaid expenses and other assets              (11,094)           (37,738)          (593,187)
     Increase in accounts payable and accrued
      expenses                                                  317,094            404,844          1,713,234
     Increase in deferred revenue                                (1,111)           537,491             (1,111)
                                                            ------------------------------------------------- 

   Net cash (used in) operating activities                   (1,909,416)          (803,612)       (31,997,076)

Cash flows from investing activities:
   Purchases of marketable securities, net                      619,537         (1,800,291)       (15,349,386)
   Capital expenditures                                         (41,956)           (87,303)        (3,191,203)
   Other                                                              0                  0            (46,182)
                                                            ------------------------------------------------- 

   Net cash provided by (used in) investing activities          577,581         (1,887,594)       (18,586,771)

Cash flows from financing activities:
   Proceeds from notes payable                                        0                  0          7,973,668
   Sale & leaseback related to capital acquisitions                   0                  0            751,311
   Principal payments on lease obligations                      (41,359)           (37,275)          (880,624)
   Sale of common stock                                          46,856             17,661         27,760,059
   Sale of preferred stock                                            0                  0         19,258,613
   Offering costs                                                     0                  0         (3,112,941)
   Founder's shares reacquired                                        0                  0               (846)
   Purchase of treasury stock                                         0                  0             (2,768)
                                                            ------------------------------------------------- 

   Net cash provided by (used in) financing activities            5,497            (19,614)        51,746,472

Net increase (decrease) in cash                              (1,326,338)        (2,710,820)         1,162,625

Cash and cash equivalents, beginning of period                2,488,963         15,209,180                  0

                                                            ------------------------------------------------- 
Cash and cash equivalents, end of period                    $ 1,162,625       $ 12,498,360       $  1,162,625
                                                            =================================================

Supplemental disclosure of cash flow information:
     Interest paid during the period                        $     4,292       $      8,375       $    262,485



</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS





                                      (5)
<PAGE>   6

                         VIRUS RESEARCH INSTITUTE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998


(1) FINANCIAL STATEMENT PRESENTATION

         The unaudited financial statements of Virus Research Institute, Inc.
(the "Company") herein have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC) and, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary to present fairly the results of operations for the interim periods
presented. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principals have been condensed or omitted pursuant to such rules and
regulations; however, management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements and
the notes thereto should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997. The results for the interim period
presented are not necessarily indicative of the results for the full fiscal
year.

(2)  NET LOSS PER COMMON SHARE

         During 1997, the Company adopted Statement of Financial Accounting
Standard No. 128, "Earnings per Share" requiring certain changes in the
calculation of per share results. As the Company has reported net losses from
operations in the years presented, the computation for basic and diluted
earnings per share is identical.




                                      (6)
<PAGE>   7

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


The following discussion of the financial condition and results of operations of
the Company for the three months ended March 31, 1998 and 1997 should be read in
conjunction with the accompanying unaudited financial statements and the related
notes thereto.

This report may contain certain forward looking statements which involve risks
and uncertainties. Such statements are made in reliance upon safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and are
subject to certain factors which may cause the Company's plans and results to
differ significantly from the plans and results discussed in forward looking
statements. Factors that may cause such differences include, but are not limited
to: (i) the scope and results of preclinical and clinical testing, including the
progress and results of the Phase II rotavirus clinical trial and the further
review of the Phase I and Phase II Adjumer(TM) formulated influenza vaccine
results and further clinical or preclinical testing after evaluation of the
results; (ii) the progress of the Company's research and development programs,
including further development of Therapore(TM) and the Adjumer(TM) delivery
system; (iii) changes in existing and potential relationships with corporate
collaborators; (iv) the Company's ability to compete successfully with larger
companies; (v) risks of failure inherent in product development based on new
technologies and novel delivery systems; (vi) the Company's ability to attract
and retain qualified personnel; (vii) the time and costs of obtaining regulatory
approvals, patents, proprietary rights and licenses; (viii) the ability of the
Company to establish development and commercialization capacities or
relationships; (ix) the costs of manufacturing; and (x) the Company's ability to
secure future funding.


OVERVIEW
Virus Research Institute, Inc. (the "Company") is engaged in the discovery and
development of systems for the delivery of vaccines and immunotherapeutics, and
improved and novel vaccines for adults and children. The Company is developing a
portfolio of proprietary vaccine delivery systems designed to improve the
efficacy, lower the cost of administration and improve patient compliance for a
variety of vaccine products. The Company and its collaborators currently are
applying the Company's vaccine delivery systems to develop vaccines for the
prevention of influenza, Lyme disease, respiratory syncytial virus (RSV), and H.
pylori infections. The Company has entered into long-term collaboration
agreements with Pasteur Merieux Connaught (PMC), Pasteur Merieux-OraVax (PM-O)
and CSL, Ltd. pursuant to which they may utilize the Company's vaccine delivery
systems in developing a number of vaccines. During 1997, the



                                       (7)



<PAGE>   8



Company entered into a collaboration with SmithKline Beecham (SB) for the
development and commercialization of the Company's oral rotavirus vaccine. The
Company is also developing its own proprietary vaccine, utilizing antigens
licensed exclusively by the Company, for the virus causing genital herpes, HSV2.
In addition, the Company has acquired the exclusive license to Therapore(TM), a
novel delivery system for the delivery of immunotherapeutics for chronic viral
infections and cancers.

The Company is in the development stage and has devoted substantially all of its
resources to the research and development of its vaccine delivery systems and
vaccine candidates and general and administrative expenses. Through March 31,
1998 the Company has not generated any revenue from product sales, but has
received an aggregate of $13,899,000 in revenues from licensing and option
agreements, research and development agreements and grants, and interest income.
There can be no assurance that the Company will receive such revenue in the
future.

The Company has realized losses in every year since inception, principally as a
result of expenditures incurred in its research and development programs. The
Company expects to continue to incur significant operating losses over the next
several years due primarily to expanded research and development efforts,
preclinical and clinical testing of its product candidates, investment in new
technologies, investment in production capabilities for certain product
candidates and expenditures for commercialization activities. The Company's
results of operations may vary significantly from quarter to quarter and year to
year due to the timing of license and milestone payments, development
expenditures and other factors.


NEW DEVELOPMENTS
Preliminary results from the Company's Phase I/II clinical trial of its
rotavirus vaccine candidate became available during 1997. Rotavirus infections
are a major cause of acute diarrhea and dehydration in infants. The clinical
trial was a double-blinded, placebo controlled study designed to define the
optimal vaccine dose and optimal age for immunization. The results demonstrated
that the vaccine was generally well tolerated in younger infants and elicited
broad immune responses in all infants. Based on these findings and the results
of an earlier Phase I study, the Company initiated a Phase II efficacy study
during the second quarter of 1997. This trial, which is being conducted at four
U.S. medical centers, is designed to examine the vaccine's ability to prevent
rotavirus disease and to further study the safety of the vaccine. A total of 215
infants were enrolled




                                       (8)




<PAGE>   9


in the study and have been immunized with the vaccine. Results from the study
are expected to be available by mid-1998. The Company cautions investors that
the presence of statistically significant results in one clinical trial does not
ensure that these results will be repeated in subsequent trials.

During 1997, the Company established a collaboration with SB to develop and
commercialize the Company's rotavirus vaccine. The Company will be responsible
for the continuation of the Phase II efficacy study as discussed above.
Following successful completion of the Phase II trial, SB will assume
responsibility for and fund all subsequent clinical and other development
activities. The Company will be entitled to receive milestone payments and
royalties on vaccine sales under the agreement which grants SB exclusive
worldwide marketing rights to the rotavirus vaccine.

Based on the results of an earlier Phase I clinical trial, the Company's
collaborator, PMC, conducted a Phase II safety and immunogenicity clinical trial
of an Adjumer(TM)-formulated influenza vaccine during 1997. In the Phase I study
conducted in France, 48 young and 41 elderly adults were given single injections
of either the vaccine formulated with Adjumer(TM) or the same vaccine without
Adjumer(TM). A total of 430 elderly adults participated in the Phase II study,
which was conducted in Peru. Preliminary results of the Phase II clinical trial
confirmed that the Adjumer(TM)-formulated vaccine was well tolerated. However,
results of the Phase II study appear to be inconsistent in certain respects with
Phase I results. The degree of improvement in immune responses elicited by the
Adjumer(TM) influenza vaccine was less in comparison to the control group than
was elicited in the Phase I study. At the same time, certain control group
results also appear to be significantly higher in Phase II than in Phase I. The
Company and PMC are currently analyzing and assessing the results of the Phase
II study to determine the appropriate next steps to take with the clinical
development of the product. The Adjumer(TM) research and development program
with PMC, which encompasses a number of additional vaccine products, continues.

During 1997, the Company was granted an exclusive worldwide license by Harvard
University to Therapore(TM), a novel immunotherapeutic delivery system.
Therapore(TM) will initially be evaluated in therapies to deliver products for
the treatment of chronic viral infections and cancers. Under the terms of the
agreement, the Company will be obligated to pay license fees, milestone payments
and royalties to Harvard.





                                       (9)



<PAGE>   10



In January 1998, the Company entered into a license agreement with Heska
Corporation (Heska) to collaborate on the development and commercialization of a
number of Heska's animal health vaccines through the use of Adjumer(TM). Under
the terms of the agreement, based on progress in development, the Company will
be entitled to receive license fees, milestone payments and royalties.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997

Total revenue declined by $405,000 to $315,000 for the three months ended March
31, 1998 from $720,000 for the same period in 1997. Licensing and option revenue
consisted of $50,000 received in conjunction with the licensing agreement with
Heska. There was no licensing and option revenue in the first quarter of 1997.
Research and development revenue for the first quarter of 1997 consisted of
revenue associated with agreements with PMC and Chiron. No research and
development revenue was recorded during the three months ended March 31, 1998.
Interest income declined by $69,000 to $264,000 for the first quarter in 1998
from $333,000 in the 1997 quarter due to a reduction in cash, cash equivalents
and investments.

The Company's total expenses increased by $62,000 to $2,623,000 for the three
months ended March 31, 1998 from $2,561,000 in 1997. The increase is
attributable to a $154,000 increase in research and development expenses from
$1,700,000 in 1997 to $1,854,000 in the first quarter of 1998. The increase was
primarily attributable to costs associated with the polyphosphazene
manufacturing and scale up process and to increased costs related to the
Therapore(TM) research effort. General and administrative expenses declined by
$48,000 to $664,000 for the three months ended March 31, 1998 from $712,000 for
the 1997 quarter due to reduced compensation, legal and investor relations
costs. Depreciation expense declined $39,000 to $92,000 in the first quarter of
1998 from $131,000 in 1997 as a result of the full depreciation of various
equipment and leasehold improvements. Interest and other expense declined
slightly, by $5,000, to $13,000 in the 1998 quarter from $18,000 in 1997.





                                      (10)




<PAGE>   11



LIQUIDITY AND CAPITAL RESOURCES

From inception (February 11, 1991) through March 31, 1998, the Company's cash
expenditures have exceeded revenues. The Company's operations have been funded
principally through the sale of equity, loans from stockholders, equipment lease
financing and payments under licensing, option and research and development
agreements. Net cash used by the Company's operations since inception was
$31,997,000, primarily to fund research and development efforts and general and
administrative expenses. Since inception the Company has incurred $3,191,000 in
capital expenditures, primarily for leasehold improvements and equipment for the
Company's laboratories. During the three months ended March 31, 1998 the Company
incurred $42,000 in capital expenditures primarily on expenditures required for
the polyphosphazene manufacturing process. The Company anticipates incurring
approximately $400,000 in capital expenditures during 1998, primarily on
equipment necessary for the polyphosphazene manufacturing process.

From inception through March 31, 1998, the Company raised net proceeds of
approximately $51,876,000 through the sale of equity securities. Included in
this amount are net proceeds of $24,743,000 from the Company's initial public
offering in 1996 and the conversion to common stock of an aggregate of
$7,974,000 in notes payable to certain stockholders. In addition, from inception
the Company has funded $751,000 of capital expenditures through sale and
leaseback transactions.

The Company has undertaken an assessment of the cost and impact on operations of
addressing the Year 2000 issue in connection with its computer systems. As a
result of such assessment, the Company believes that all of its major software
will be Year 2000 compliant and the Company does not believe the Year 2000 issue
will have a material impact on its business, operations or financial condition.

The Company expects to incur substantial additional costs, including those
related to research and development activities, preclinical studies, clinical
trials, obtaining regulatory approvals, process scale up and manufacture, and
the expansion of its facilities. The Company anticipates that its existing
funds, which include the proceeds from its initial public offering and interest
earned thereon, should be sufficient to fund its operating and capital
requirements as currently planned for at least the next twelve months. However,
the Company's cash requirements may vary materially




                                      (11)





<PAGE>   12



from those now planned, due to many factors, including, but not limited to, the
progress of the Company's research and development programs, the scope and
results of preclinical and clinical testing, changes in existing and potential
relationships with corporate collaborators, the time and cost in obtaining
regulatory approvals, the costs involved in obtaining and enforcing patents,
proprietary rights and any necessary licenses, the ability of the Company to
establish development and commercialization capacities or relationships, the
costs of manufacturing and other factors. In the future, the Company may need to
raise substantial additional funds through further financing, including public
or private equity offerings and collaborations with corporate partners. There
can be no assurance that funds will be available on terms acceptable to the
Company, if at all. If adequate funds are not available, the Company may be
required to delay, scale back, or eliminate certain of its product development
programs or to license to others the right to commercialize products or
technologies the Company would otherwise seek to develop and commercialize
itself, any of which could have a material adverse effect on the Company.
















                                      (12)
<PAGE>   13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

             None

Item 2.  Changes in Securities and Use of Proceeds

Item 2(d) Use of Proceeds from the Company's Initial Public Offering (the "IPO")

(1) Effective date of Registration Statement on Form S-1: June 5, 1996;
Commission file number: 333-3378.

(4) (vii) The Company's use of proceeds from its IPO, as reported in its Annual
Report on Form 10-K for the year ended December 31, 1997, is updated as follows:

Purchase and installation of machinery and equipment:  $455,000
Repayment of indebtedness:  $1,000,000
Working Capital:  $11,076,000
Temporary investments (money market account and 
  short-term instruments):    $12,212,000


Item 3.  Defaults Upon Senior Securities

             Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

             Not applicable

Item 5.  Other Information

On May 12, 1998, the Company entered into a definitive merger agreement with T
Cell Science, Inc. (T Cell) whereby the Company will be acquired by T Cell.
Under the terms of the merger agreement, which is subject to shareholder and
regulatory approval, T Cell will issue 1.55 shares of its common stock and 0.2
warrants for each share of the Company's common stock. Each warrant represents
the right to purchase one share of T Cell's common stock for $6.00 per share and
will expire five years from the closing date. The number of shares of common
stock outstanding on May 12, 1998 was 28,531,285 and 9,039,355 for T Cell and
the Company, respectively.

Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits:

                    11.1 Statement regarding computation of earnings per share

                    27.1 Financial Data Schedule

               (b)  No reports on Form 8-K were filed by the Company during the
                    quarter ended March 31, 1998.





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<PAGE>   14



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.


Dated:  May 14, 1998




                                        VIRUS RESEARCH INSTITUTE, INC.
                                        a Delaware Corporation
                                        (Registrant)





                                        By: /s/ J. Barrie Ward
                                            -----------------------------------
                                            J. Barrie Ward
                                            Chief Executive Officer





                                        By: /s/  William A. Packer
                                            -----------------------------------
                                            William A. Packer
                                            President, Chief Financial Officer










                                      (14)

<PAGE>   1

ITEM 6


EXHIBIT 11.1    STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE


                         VIRUS RESEARCH INSTITUTE, INC.
                          (a development stage company)
                    COMPUTATION OF NET LOSS PER COMMON SHARE

<TABLE>
<CAPTION>

                                                                   Three months ended
                                                                        MARCH 31,
                                                                 1998              1997
                                                              -----------------------------
<S>                                                           <C>               <C>         

Net loss                                                      $(2,307,600)      $(1,840,815)

  Shares used in computing net loss per common share:
     Weighted average common stock
         outstanding during the period                          8,942,667         8,861,992
     Common stock equivalents (1)                                     N/A               N/A

                                                              -----------------------------
Weighted average common shares outstanding                      8,942,667         8,861,992

Basic and diluted net loss per common share                   $     (0.26)      $     (0.21)
                                                              =============================

</TABLE>


(1)  Common stock equivalents representing potential issuances of 1,117,150 and
     1,153,830 at March 31, 1998 and March 31, 1997, respectively, have been
     excluded as their effect would be anti-dilutive.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VIRUS
RESEARCH INSTITUTE 1998 FIRST QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K 12/31/97
</LEGEND>
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<EXCHANGE-RATE>                                      1
<CASH>                                       1,162,625
<SECURITIES>                                15,349,386
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            18,198,741
<PP&E>                                       3,173,756
<DEPRECIATION>                               2,508,530
<TOTAL-ASSETS>                              18,893,550
<CURRENT-LIABILITIES>                        1,744,449
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,979
<OTHER-SE>                                  17,140,122
<TOTAL-LIABILITY-AND-EQUITY>                18,893,550
<SALES>                                              0
<TOTAL-REVENUES>                               315,086
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,622,686
<LOSS-PROVISION>                                     0
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