<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 0-26534
VION PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3671221
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4 Science Park, New Haven, CT 06511
(Address of Principal Executive Offices)
(203) 498-4210
(Issuer's Telephone Number, Including Area Code)
__________________________________________________________
(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 ______
The number of shares outstanding of the issuer's sole class of common
equity, as of September 30, 1996 is: 7,629,151 shares of common stock, $.01 par
value.
Transitional Small Business Disclosure Format (check one):
Yes _____ No X
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
VION PHARMACEUTICALS, INC. (Formerly OncoRx, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
ASSETS (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 2,405,888 $ 2,350,933
Short-term investments 8,361,553 2,291,108
Other current assets 84,427 18,825
------------ ------------
Total Current Assets 10,851,868 4,660,866
Net Property And Equipment 609,841 335,871
Other Assets:
Security deposits 31,851 50,658
Research contracts prepayments 603,208 416,945
------------ ------------
635,059 467,603
------------ ------------
Total Assets $ 12,096,768 $ 5,464,340
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Obligation under capital lease - current $ 17,036 $ 15,272
Accounts payable and accrued expenses 442,238 309,073
------------ ------------
Total Current Liabilities 459,274 324,345
Obligation under capital lease - long term 63,702 76,763
Common stock subject to put option 0 100,000
------------ ------------
Total Liabilities 522,976 501,108
Stockholders' Equity:
Preferred stock, $0.01 par value, authorized - 5,000,000 shares
Issued and outstanding - 1996-1,225,000 shares; 1995-None 12,250 0
Common stock, $0.01 par value, authorized - 20,000,000 shares
Issued and outstanding - 1996-7,629,151; 1995-7,530,288 shares 76,291 75,302
Additional paid-in capital 26,559,201 14,913,435
Accumulated deficit during the development stage (15,073,950) (10,025,505)
------------ ------------
Total Stockholders' Equity 11,573,792 4,963,232
------------ ------------
Total Liabilities and Stockholders' Equity $ 12,096,768 $ 5,464,340
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 2
<PAGE>
VION PHARMACEUTICALS, INC. (Formerly OncoRx, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The
Period From
May 1, 1994
Three Months Ended Nine Months Ended (Inception)
September 30, September 30, through
-------------------------- -------------------------- September 30,
1996 1995 1996 1995 1996
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
(Unaudited) (Unaudited) (Unaudited)
Operating Expenses:
Research and development $ 974,569 $ 695,804 $ 4,020,516 $ 1,442,580 $ 7,153,716
General and administrative 441,834 556,409 1,327,973 1,398,030 3,213,292
Purchased research and development 0 0 0 4,481,405 4,481,405
Amortization of finance charges 0 40,439 0 345,439 545,439
Interest income (165,272) (8,082) (307,467) (8,082) (391,511)
Interest expense 2,538 (150) 7,423 44,234 52,585
----------- ----------- ----------- ----------- ------------
Net Loss ($1,253,669) ($1,284,420) ($5,048,445) ($7,703,606) ($15,054,926)
=========== =========== =========== =========== ============
Net Loss Per Share ($0.16) ($0.21) ($0.64) ($1.50)
=========== =========== =========== ===========
Weighted Average Common Stock And Common
Stock Equivalents Outstanding 7,857,354 6,091,538 7,841,460 5,133,205
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 3
<PAGE>
VION PHARMACEUTICALS, INC. (Formerly OncoRx, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The
Period From
May 1, 1994
(Inception)
Nine Months Ended September 30, through
------------------------------ September 30,
1996 1995 1996
------------ ----------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Cash Flows Used For Operating Activities:
Net loss ($ 5,048,445) ($7,703,606) ($15,054,926)
Adjustments to reconcile net loss to cash
flows used in operating activities:
Purchased research and development 0 4,481,405 4,481,405
Amortization of financing costs 0 495,731 345,439
Depreciation and amortization 75,758 10,183 101,380
Decrease(increase) in other current assets (65,602) (351,414) (83,441)
Decrease(increase) in other assets (167,456) (28,236) (633,344)
Increase(decrease) in accounts payable
and accrued expenses 133,165 (94,978) 407,706
Stock issued for services 0 0 417
Stock options issued for compensation 0 540,000 540,000
------------ ----------- ------------
Net cash used in operating activities (5,072,580) (2,650,915) (9,895,364)
------------ ----------- ------------
Cash Flows Used For Investing Activities:
Purchase of marketable securities (6,070,445) 0 (8,361,553)
Acquisition of fixed assets (349,729) (128,380) (600,144)
Cash portion of MelaRx acquisition 0 4,061 4,061
------------ ----------- ------------
Net cash used in investing activities (6,420,174) (124,319) (8,957,636)
------------ ----------- ------------
Cash Flows Provided By Financing Activities:
Initial public offering 0 9,695,450 9,696,210
Net proceeds from issuance of common stock 0 206,000 313,055
Repurchase of common stock 0 (720) (720)
Net proceeds from bridge financing 0 1,704,269 1,704,269
Repayments of bridge financing 0 (2,000,000) (2,000,000)
Advances from stockholder 0 0 250,000
Repayments to stockholders 0 (250,000) (250,000)
Receipts from sale of unit purchase option 0 250 250
Issuance of common stock 102,721 0 103,222
Issuance of convertible preferred stock 11,556,285 0 11,556,285
Conversion of put option (100,000) 0 (100,000)
Repayment of equipment capital lease (11,297) (4,836) (13,683)
------------ ----------- ------------
Net cash provided by financing activities 11,547,709 9,350,413 21,258,888
------------ ----------- ------------
Net Increase In Cash 54,955 6,575,179 2,405,888
Cash - Beginning 2,350,933 5,380 0
------------ ----------- ------------
Cash - Ending $ 2,405,888 $ 6,580,559 $ 2,405,888
============ =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 4
<PAGE>
VION PHARMACEUTICALS, INC. (Formerly OncoRx, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 1, 1994 (Inception) THROUGH SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Convertible Accumulated
Preferred Stock Common Stock Additional Deficit During Total
------------------- ------------------ Paid-in Development Stockholders'
Shares Amount Shares Amount Capital Stage Equity
---------- ------- --------- ------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common stock issued for cash -
July 1994 2,693,244 $26,932 (19,877) $ 7,055
Common stock issued for
services - August 1994 159,304 1,593 (1,176) 417
Net loss (475,946) (475,946)
---------- ------- --------- ------- ---------- ------------ -----------
Balances - December 31, 1994 0 0 2,852,548 28,525 0 (496,999) (468,474)
Stock options issued for
compensation - February 1995 540,000 540,000
Reverse acquisition of MelaRx
Pharmaceuticals, Inc. -
April 1995 2,000,000 20,000 4,300,000 4,320,000
Shares repurchased pursuant to
employment agreements -
April 1995 (274,859) (2,749) 2,029 (720)
Private placement of common
stock - April 1995 76,349 763 205,237 206,000
Warrants issued with bridge
notes - April 1995 200,000 200,000
Initial public offering of
units of one common share, one
A warrant and one B warrant at
$4.00 per unit - August 1995
and September 1995 2,875,000 8,750 9,667,460 9,696,210
Receipts from sale of unit
purchase option 250 250
Issuance of common stocks 1,250 13 488 501
Net loss (9,530,535) (9,530,535)
---------- ------- --------- ------- ----------- ------------ -----------
Balances at December 31, 1995 0 0 7,530,288 75,302 14,913,435 (10,025,505) 4,963,232
Issuance of convertible
preferred stock 1,250,000 12,500 11,543,785 11,556,285
Conversion of convertible
preferred stock (25,000) (250) 69,445 695 (445) 0
Issuance of common stock 29,418 294 102,426 102,720
Net loss (5,048,445) (5,048,445)
---------- ------- --------- ------- ----------- ------------ -----------
Balances at September 30, 1996 1,225,000 $12,250 7,629,151 $76,291 $26,559,201 ($15,073,950) $11,573,792
========== ======= ========= ======= =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 5
<PAGE>
VION PHARMACEUTICALS, INC. (Formerly OncoRx, Inc.)
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Note A) - The Company:
Vion Pharmaceuticals, Inc., formerly OncoRx, Inc., (the "Company") was
incorporated in May 1993 and began operations on May 1, 1994. The Company is in
the development stage and is principally devoted to the research and development
of therapeutic products for the treatment of cancer and cancer related
disorders.
On April 20, 1995, the Company merged into OncoRx Research Corp., a
wholly-owned subsidiary of MelaRx Pharmaceuticals Inc. (MelaRx), which was
renamed OncoRx, Inc. after the merger. The stockholders of the Company were
issued 2,654,038 common and 23,859 preferred shares of MelaRx in exchange for
2,000,000 shares of common stock of the Company valued at $2.16 per share (fair
value). In August 1995, the Company completed an initial public offering ("IPO")
resulting in net proceeds to the Company of approximately $9,696,000. In April
1996 the Company changed its name to Vion Pharmaceuticals, Inc.
As the shareholders of the Company obtained a majority interest in the
merged company for accounting purposes, the Company is treated as the acquirer.
Therefore, the transaction is recorded as a purchase in the Company's financial
statements which include the results of operations of the Company from inception
and MelaRx from the date of acquisition. The excess of cost over the fair value
of MelaRx's net tangible assets, $4,481,405, was treated as purchased research
and development and expensed immediately.
(Note B) - Basis of Presentation:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month and nine month periods ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996. For further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report for the fiscal year ended
December 31, 1995 on Form 10-KSB (File No. 0-26534).
Page 6
<PAGE>
(Note C) - Stock Option Plan:
In July, 1995, the Board of Directors of the Company amended its stock
option plan to adopt the MelaRx stock option plan inclusive of options
previously granted by MelaRx under which incentive stock options or nonstatutory
stock options to acquire a maximum of 534,750 shares of the Company's common
stock may be granted to employees, officers, directors and consultants of the
Company. Options to purchase 134,750 shares of common stock had previously been
granted by MelaRx under the plan.
Through December 31, 1995, options to purchase an aggregate of 532,750
shares had been granted under the plan. On January 31, 1996, the Board of
Directors adopted, subject to stockholder approval, an amendment to the plan
increasing the number of shares which may be issued under the plan from 534,750
to 1,000,000. At the same meeting, the Board of Directors made grants of
options, subject to stockholder approval of this proposal, to purchase an
aggregate of 140,500 shares of Common Stock under the plan. The amendment to the
plan was adopted by the stockholders at the Company's annual meeting on April
18, 1996.
(Note D) - Private Placement of Common Stock:
In April 1995, the Company issued 200,000 shares of common stock for net
proceeds of $206,000 after deducting placement fees of $14,000.
(Note E) - Bridge Financing:
In April 1995, the Company issued $2,000,000 in 10% promissory notes and
warrants to purchase 1,000,000 shares of common stock at $3.00 per share for net
proceeds of $1,704,000. The notes were paid at the closing of the initial public
offering of the Company's securities described below and the warrants, which are
exercisable until August 13, 2000, converted into Class A warrants at that time.
(Note F) - Public Offering:
On August 17, 1995 the Company sold 2,500,000 Units, consisting of an
aggregate of 2,500,000 shares of common stock, 2,500,000 redeemable Class A
warrants and 2,500,000 redeemable Class B warrants, pursuant to a public
offering at an offering price of $4.00 per Unit. On September 6, 1995 the
Company sold an additional 375,000 Units pursuant to the underwriter's
overallotment option. The net proceeds to the Company of the public offering
were approximately $9,696,000 before repayment of the bridge financing.
(Note G) - Private Placement of Class A Convertible Preferred Stock
On May 22, 1996, the Company completed a private placement of 1,250,000
shares of Class A convertible preferred stock, at $10.00 per share, resulting in
net proceeds to the Company of $11,556,000. Each share of Class A preferred
stock is initially convertible into 2.777777 shares of the Company's common
stock. The shares of Class A preferred stock pay semi-annual dividends of 5% per
annum, payable in additional shares of Class A preferred stock, and
Page 7
<PAGE>
a 15% one time dividend if the Company redeems the issue within 3 years. The
issue also contains a provision for a special dividend after 2 years under
certain conditions if the Company's common stock price falls below the
conversion price of the Class A preferred stock. The issuance of the Class A
preferred stock at closing also triggered certain adjustment provisions of the
Company's outstanding warrants, resulting in the issuance of additional
warrants.
(Note H) - Antidilution Adjustment
As a result of the sale on May 22, 1996 of 1,250,000 shares of Class A
Convertible Preferred Stock, and pursuant the Warrant Agreement governing the
rights of the Class A Warrants and the Class B Warrants, an adjustment was made
to the exercise price of the Class A Warrants and the Class B Warrants and there
was a corresponding distribution of additional Class A Warrants and Class B
Warrants. Specifically, on July 12, 1996 (the "Payment Date") each holder of a
Class A Warrant at the close of business on July 3, 1996 (the "Record Date") was
issued an additional 0.1 Class A Warrants and the exercise price of the Class A
Warrants was reduced from $5.20 to $4.73. In addition, on the Payment Date each
holder of a Class B Warrant on the close of business on the Record Date was
issued an additional 0.1 Class B Warrants and the exercise price of the Class B
Warrants was reduced from $7.00 to $6.37.
(Note I) - Authorized Shares
At a Special Meeting of Stockholders held on August 14, 1996, stockholders
approved a proposal to increase the authorized Common Stock of the Company from
20,000,000 shares to 35,000,000 shares. On July 31, 1996, there were 7,554,206
shares of Common Stock outstanding. In addition, there were 4,262,383 shares of
Common Stock issuable upon exercise of outstanding Class A Warrants, 4,262,383
shares issuable upon exercise of Class B Warrants underlying such Class A
Warrants, 3,162,605 shares issuable upon exercise of outstanding Class B
Warrants, 1,075,000 shares issuable upon exercise in full of a unit purchase
option granted to the underwriter of the Company's August 1995 public offering,
3,472,242 shares issuable upon conversion of Class A Preferred Stock, 749,721
shares issuable upon exercise in full of other warrants issued in connection
with previous private placements, 1,186,812 shares issuable pursuant to options
granted, including 782,750 options granted under the company's Amended and
Restated 1993 Stock Option Plan and 217,250 shares reserved for issuance under
the Company's Amended and Restated 1993 Stock Option Plan, representing an
aggregate of 25,942,242 shares of Common Stock outstanding or reserved for
issuance. The increase in the authorized Common Stock will allow the Company to
satisfy its obligations to the holders of its Class A Preferred Stock to allow
for its conversion into Common Stock, and provides the Company with greater
flexibility to issue Common Stock for other appropriate corporate purposes.
At a Board of Directors' Meeting held on July 25, 1996, the directors of
the Company resolved to amend the Company's Certificate of Incorporation to
eliminate the Series A Convertible Preferred Stock which had been issued
pursuant to a previous private placement. All shares of Series A Convertible
Preferred Stock have been previously converted into Common Stock.
Page 8
<PAGE>
(Note J) - Continuation of Research and Licensing Agreement
The Company has agreed to a five month extension of a research agreement
with The Regents of the University of California on behalf of the Berkeley
Campus ("Berkeley"). The extension continues through February 28, 1997 at a
total level of funding of $250,000, in payments of $50,000 per month.
Pursuant to an agreement with Berkeley providing for an option to obtain
licenses for certain inventions resulting from the research, the Company has
entered into negotiations to license some of these inventions, and is
negotiating to obtain options to license others.
Page 9
<PAGE>
Item 2. Plan of Operations.
General
The Company is a development stage biopharmaceutical company. Its
activities to date have consisted primarily of research and development
sponsored by it pursuant to two separate license agreements with Yale
University, negotiating and obtaining other collaborative agreements, recruiting
management and other personnel, securing its facilities and raising equity and
debt financing. The Company has not generated any revenues and has incurred
substantial operating losses from its activities.
The Company intends to use a substantial portion of the net proceeds of its
May, 1996 private financing and its initial public offering, which was
consummated in August 1995, to fund its plan of operations, which includes the
following elements through October, 1997:
o Continue to support research and development being performed at Yale
University and by other collaborators and seek additional collaborative
agreements.
o Develop internal research and development capabilities and conduct
research and development with respect to the Company's core technologies
and other product candidates which may be identified by the Company. The
Company expects to incur substantial expenditures for expansion of its
scientific staff and related research and development expenses. In
addition, the Company expects to purchase or lease laboratory and office
equipment worth approximately $358,000. During the next three months, the
Company plans to hire approximately five additional employees, including
four scientists.
o Seek to acquire, generally through in-licensing, oncology-related
products that can be marketed without significant additional development
activities.
o Conduct Phase III clinical studies in the U.S. and Europe of porfiromycin
for treatment of cancer of the head and neck.
The Company currently estimates that the net proceeds of its private
placement in May, 1996 and its existing cash and equivalents will be sufficient
to fund its planned operations for approximately 16 months thereafter. In the
event of delays or unexpected problems in product development, cost overruns, or
other unanticipated expenses commonly associated with a company in an early
stage of development, the Company will require additional funds. In addition,
the Company will need substantial additional financing, beyond this period to
fund further research and development and the Company's working capital
requirements.
Page 10
<PAGE>
Liquidity and Capital Resources
At September 30, 1996, the Company had working capital of $10,392,594. The
Company's principal sources of funds through September 30, 1996 have been
$11,556,285 net proceeds from private financing through issuance of 1,250,000
convertible preferred shares; $9,696,210 from its initial public offering, and
$5,478,280 in net proceeds from private placements of common stock in 1992 and
1993 by its predecessor, MelaRx Pharmaceuticals Inc.
The Company used the proceeds of its initial public offering to repay a
previous bridge financing and used the remaining funds and the proceeds of its
sale of convertible preferred stock to implement its business plan, which
includes hiring of additional personnel; capital expenditures for the purchase
of equipment, principally for laboratory facilities; costs of research and
development; payment of license fees due under sponsored research agreements;
and grants to Yale University to fund certain research, including research in
Dr. Yung-Chi Cheng's laboratory. During the twelve months ending December 31,
1996, the Company will be required to make payments of an aggregate of
$1,640,000 to Yale University and the University of California, Berkeley, under
sponsored research and license agreements.
The Company requires substantial new revenues and other sources of capital
in order to meet such budgeted expenditures and to continue its operations
beyond October, 1997. The Company is seeking to enter into one or more
significant strategic partnerships with pharmaceutical companies for the
development of its core technologies, through which it would anticipate
receiving some of the substantial revenues and financing. The Company has
entered into preliminary discussions with several major pharmaceutical companies
concerning such a strategic alliance, but there can be no assurance that the
Company will be successful in achieving such an alliance, nor can the Company
predict what funds might be available to it if it can achieve such an alliance.
The Company is also seeking to raise funds through additional means, including
(1) spin-off, refinancing, or partial sale or disposition of its rights to
certain of its non-core technologies; (2) equipment lease financing; and (3)
private placements and recapitalization of its securities. No assurance can be
given that the Company will be successful in arranging financing through any of
these alternatives.
Failure to obtain such financing will require the Company to delay,
renegotiate, or omit payment on its outside research funding commitments causing
it to substantially curtail its operations, resulting in a material adverse
effect on the Company.
The Company is planning to adopt the disclosure provisions of Statement of
Financial and Accounting Standards No. 123 "Accounting and Disclosure of
Stock-Based Compensation" in 1996. Accordingly, operating results will not be
impacted by the adoption.
Page 11
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Settlement of Litigation
On August 31, 1995 Oncor, Inc. filed an action in the United States
District Court for the District of Delaware entitled Oncor, Inc. v. OncoRx, Inc.
The action sought injunctive relief and an undetermined amount of damages for
federal trademark infringement, deceptive trade practices and unfair competition
arising from the similarity between the names of the plaintiff and OncoRx, Inc.
OncoRx, Inc. filed an answer to the complaint. In February 1996, the parties
agreed to settle the litigation and in July 1996 the case was dismissed.
Pursuant to the settlement, the Company agreed to discontinue the use of the
OncoRx name and further agreed to take actions to change its name to Vion
Pharmaceuticals, Inc. The Company changed its name after receiving stockholder
approval at its annual stockholders' meeting in April 1996.
Item 4. Submission of Matters to a Vote of Security Holders
At the Special Meeting of Stockholders of the Company held on August 14,
1996, one proposal was voted upon by the Company's stockholders. A brief
description of such proposal voted upon at the Special Meeting and the number of
votes cast for, against and the number of abstentions and broker non-votes to
such proposal is set forth below.
A vote was taken at the Special Meeting on the proposal to increase the
authorized common stock of the Company from 20,000,000 shares to 35,000,000
shares. The aggregate numbers of shares of Common Stock and Class A Preferred
Stock in person or by proxy which: (a) voted for, (b) voted against or (c)
abstained from the vote on such proposal were as follows:
For Against Abstained
--------- ------- ---------
5,776,132 94,581 10,248
The foregoing proposal is described more fully in the Company's definitive
proxy statement dated July 2, 1996, filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
Page 12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. Article 5 Financial Data Schedule for third quarter 1996.
(b) Reports on Form 8-K.
The Company filed a current report on Form 8-K dated June 28, 1996 and
filed July 1, 1996 with regard to its private placement of Class A
Convertible Preferred Stock.
Page 13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VION PHARMACEUTICALS, INC.
(Registrant)
By: /s/ Thomas E. Klein
Thomas E. Klein
Vice President - Finance
(Duly authorized signatory and
Chief Financial Officer)
Date: November 12, 1996
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,405,888
<SECURITIES> 8,361,553
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,851,868
<PP&E> 609,841
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,096,768
<CURRENT-LIABILITIES> 459,274
<BONDS> 0
0
12,250
<COMMON> 76,291
<OTHER-SE> 11,485,251
<TOTAL-LIABILITY-AND-EQUITY> 12,096,768
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,348,489
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,423
<INCOME-PRETAX> (5,048,445)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,048,445)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,048,445)
<EPS-PRIMARY> (0.64)
<EPS-DILUTED> (0.64)
</TABLE>
