CYTOCLONAL PHARMACEUTICS INC /DE
10-Q, 2000-05-15
PHARMACEUTICAL PREPARATIONS
Previous: RE ADVISERS CORP, 13F-HR, 2000-05-15
Next: JENNA LANE INC, SC 13D/A, 2000-05-15



<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the quarterly period ended      March 31, 2000
                               -------------------

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from                to
                                     --------------    ----------------

Commission file number      0-26918
                       --------------------------------------------------------

                          CYTOCLONAL PHARMACEUTICS INC.
      ----------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


<TABLE>
<S>                                                  <C>
                 Delaware                                          75-2402409
- ----------------------------------------------       ---------------------------------------
(State or Other jurisdiction of incorporation        (I.R.S. Employer Identification Number)
             or Organization)
</TABLE>

           9000 Harry Hines Boulevard, Suite 621, DALLAS, TEXAS 75235
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (214)-353-2922
- --------------------------------------------------------------------------------
                (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
     ------------        ------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 15,648,494 shares of common
stock, $.01 par value, outstanding as of May 11, 2000.



<PAGE>   2


                          CYTOCLONAL PHARMACEUTICS INC.


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                      Page(s)
                                                                                      -------
<S>         <C>                                                                       <C>
PART I.  FINANCIAL INFORMATION

            Item 1. --  Financial Statements:

                        Balance Sheets as of March 31, 2000 (unaudited)
                          and December 31, 1999                                             3

                        Statements of Operations for the Three Months
                          Ended March 31, 2000 and 1999 (unaudited)                         4

                        Statements of Cash Flows for the Three Months
                          Ended March 31, 2000 and 1999 (unaudited)                         5

                        Notes to Financial Statements                                       6

            Item 2. --  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                               8


PART II.  OTHER INFORMATION

            Item 2. --  Changes in Securities and use of Proceeds                          11

            Item 6. -- Exhibits and Reports on Form 8-K                                    12

Signatures                                                                                 12

Exhibit 27  Financial Data Schedule
</TABLE>


<PAGE>   3
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                          CYTOCLONAL PHARMACEUTICS INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          MARCH 31
                                                                                            2000        DECEMBER 31,
                                    ASSETS                                              (unaudited)         1999
                                                                                        ------------    ------------
<S>                                                                                     <C>             <C>
Current assets:

   Cash (principally money market)                                                      $ 16,499,000    $  3,213,000

   Subscriptions receivable (collected in April)                                        $    575,000

   Prepaid expenses and other current assets                                                 171,000         135,000
                                                                                        ------------    ------------

          Total current assets                                                            17,245,000       3,348,000

Equipment, net                                                                               270,000         285,000

Patent rights, less accumulated amortization of
    $679,000 and $654,000                                                                    755,000         780,000

Notes receivable-officer/stockholder-9.75% due April 30, 2003                                137,000          74,000

Other assets                                                                                   4,000           4,000
                                                                                        ------------    ------------

          T O T A L                                                                     $ 18,411,000    $  4,491,000
                                                                                        ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

   Accounts payable and accrued expenses                                                     740,000         682,000
   Deferred revenue from research and development
     collaborative contract                                                                  387,000         207,000

   Current portion of royalties payable                                                      125,000         135,000
                                                                                        ------------    ------------

           Total current liabilities                                                       1,252,000       1,024,000
                                                                                        ------------    ------------

Royalties payable less current portion                                                       844,000         875,000
                                                                                        ------------    ------------

          Total liabilities                                                                2,096,000       1,899,000
                                                                                        ------------    ------------

Stockholders' equity:

    Preferred stock - $.01 par value, 10,000,000 shares authorized; 745,031 and
     728,903 shares of Series A convertible preferred issued and outstanding at
     March 31, 2000 and December 31, 1999, respectively (liquidation value
     $1,863,000 and $1,822,000 at March 31, 1000 and December 31,
     1999, respectively)                                                                       7,000           7,000

    Common Stock - $.01 par value, 30,000,000 shares authorized: 12,804,560 and
     10,377,753 shares issued and outstanding at March 31, 2000 and December 31,
     1999, respectively                                                                      128,000         104,000

Additional paid-in capital                                                                42,389,000      24,759,000

Unearned compensatory cost                                                                (1,601,000)        (89,000)

Accumulated Deficit                                                                      (24,608,000)    (22,189,000)
                                                                                        ------------    ------------

          Total Stockholders' Equity                                                      16,315,000       2,592,000
                                                                                        ------------    ------------

          T O T A L                                                                     $ 18,411,000    $  4,491,000
                                                                                        ============    ============
</TABLE>


                                       3
<PAGE>   4

                          CYTOCLONAL PHARMACEUTICS INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                    ----------------------------
                                                        2000            1999
                                                    ------------    ------------
                                                                      (note 4)
<S>                                                 <C>             <C>
Revenue:
  Licensing & research collaborative
     agreement                                      $    344,000    $    233,000
                                                    ------------    ------------
Operating Expenses:
  Research and development                          $    577,000    $    872,000
  General and administrative                           2,265,000         513,000
                                                    ------------    ------------
                                                       2,842,000       1,385,000
                                                    ------------    ------------

Operating (loss)                                      (2,498,000)     (1,152,000)
                                                    ------------    ------------

Other (Income) expenses:
  Interest (income)                                      (81,000)        (69,000)
  Interest expense                                         2,000           2,000
                                                    ------------    ------------
                                                         (79,000)        (67,000)

NET (LOSS)                                          $ (2,419,000)   $ (1,085,000)
Preferred stock dividend                            $    (47,000)        (49,000)
                                                    ------------    ------------
Net loss attributable to common shareholders          (2,466,000)     (1,134,000)
                                                    ============    ============
Net loss per share - basic and diluted              $      (0.22)   $      (0.11)
                                                    ============    ============
Weighted average number of
  shares outstanding - basic and
  diluted                                             11,156,000      10,268,000
                                                    ============    ============
</TABLE>


                                       4
<PAGE>   5

                         CYTOCLONAL PHARMACEUTICS INC.


                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                  ----------------------------
                                                                      2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Cash flows from operating activities:
   Net (loss)                                                     $ (2,419,000)   $ (1,085,000)
   Adjustments to reconcile net (loss) to net
      cash (used in) operating activities:
      Depreciation and amortization                                     40,000          30,000
      Value assigned to common shares and options                    1,347,000         291,000
      Changes in:
        Prepaid expenses and other current assets                      (36,000)        (90,000)
        Deferred revenue                                               180,000         266,000
        Accounts payable and accrued expenses                           58,000          57,000
                                                                  ------------    ------------
          Net cash (used in) operating activities                     (830,000)       (531,000)
                                                                  ------------    ------------

Cash flows from investing activities:
   Notes receivable - officer/shareholder                              (63,000)
   Purchase of equipment                                                               (47,000)
                                                                  ------------    ------------
          Net cash used in investing activities                        (63,000)        (47,000)
                                                                  ------------    ------------

Cash flows from financing activities:
   Proceeds from exercise of options and warrants                   14,220,000          24,000
   Payment of royalties                                                (41,000)        (31,000)
                                                                  ------------    ------------
           Net cash provided(used in)financing activities           14,179,000          (7,000)
                                                                  ------------    ------------

NET INCREASE (DECREASE) IN CASH                                     13,286,000        (585,000)
Cash at beginning of period                                          3,213,000       6,826,000
                                                                  ------------    ------------

CASH AT END OF PERIOD                                             $ 16,499,000    $  6,241,000
                                                                  ============    ============
</TABLE>



                                       5
<PAGE>   6



                          CYTOCLONAL PHARMACEUTICS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (unaudited)

(1)      FINANCIAL STATEMENT PRESENTATION

         The unaudited financial statements of Cytoclonal Pharmaceutics Inc., a
         Delaware corporation (the "Company"), included herein have been
         prepared in accordance with the rules and regulations promulgated by
         the Securities and Exchange Commission and, in the opinion of
         management, reflect all adjustments (consisting only of normal
         recurring accruals) necessary to present fairly the results of
         operations for the interim periods presented. Certain information and
         footnote disclosures normally included in financial statements,
         prepared in accordance with generally accepted accounting principles,
         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, 1999. The
         results for the interim periods are not necessarily indicative of the
         results for the full fiscal year.

(2)      RESEARCH AND COLLABORATIVE AGREEMENT

         In June 1998, the Company entered into a license and research agreement
         with Bristol-Myers Squibb ("BMS") on two technologies related to
         production of paclitaxel, the active ingredient in BMS's largest
         selling cancer product, Taxol(R). The agreement includes fees,
         milestone payments, research and development support and minimum and
         sales based royalties.

(3)      LOSS PER COMMON SHARE

         Basic and diluted loss per common share is based on the net loss
         increased by dividends on preferred stock divided by the weighted
         average number of common shares outstanding during the year. No effect
         has been given to outstanding options, warrants of convertible
         preferred stock in the diluted computation as their effect would be
         antidilutive.

 (4)     REVENUE RECOGNITION AND CHANGE IN ACCOUNTING PRINCIPLE

         Revenue from research support agreements is recognized as the expenses
         for research and development activities performed under the terms of
         the agreements are incurred. Revenue resulting from the achievement of
         milestones is recognized when the milestone is achieved. Amounts
         received in advance of services to be performed are recorded as
         deferred revenue. In December 1999, the staff of the Securities and
         Exchange Commission issued an accounting bulletin on revenue
         recognition which


                                       6
<PAGE>   7
         provides, among other matters, that nonrefundable license fees should
         be recognized over the period of performance of related research and
         development activities. Accordingly, the Company changed its accounting
         policy from recognizing revenue from nonrefundable license fees at
         signing of agreement to deferring and recognizing such fees over the
         period of performance of related research and development activities.
         Effective January 1, 1999, the Company reflected this change in
         accounting principle as a cumulative effect on prior years of $422,000.
         Payments to third parties in connection with nonrefundable license fees
         are being recognized over the period of performance of related research
         and development activities. This change in accounting principle would
         have resulted in an increase in revenues and research and development
         expenses and a decrease in net loss of approximately $94,000, $24,000
         and $70,000, respectively for the three months ended March 31, 1999 if
         it was retroactively applied. The corresponding impact on net loss per
         share would be a decrease from $(0.11) to $(0.10) if this change in
         accounting principle were retroactively applied.

(5)      STOCKHOLDERS EQUITY

         On February 7, 2000, the Company gave notice to the holders of our
         Class C Warrants that it was exercising its right of redemption
         effective March 9, 2000. Through March 14, 2000 the Company received
         approximately $12,953,000 from the exercise of 1,992,829 such warrants.
         On March 13, 2000 the Company gave notice to the holders of its Class D
         Warrants that it was exercising its right of redemption effective April
         12, 2000. Through April 14, 2000 the Company received approximately
         $25,742,000 from the exercise of 2,941,905 such warrants. Additionally,
         through April 30, 2000 the Company received proceeds of approximately
         $945,000 from the exercise of 208,971 other warrants.

         In January 2000 the Board of Directors approved the 2000 Employee
         Option Plan (the "Plan") authorizing up to 1,000,000 shares, subject to
         approval of the plan by a majority of our shareholders.  We granted
         116,000 options to purchase shares of Common Stock under the Plan at an
         exercise price of $7.438 per share to officers, directors, employees
         and consultants of the Company.

         At the time of such stockholder approval, if the market value of the
         Company's stock exceeds the exercise price of the subject options noted
         above, the Company will incur a non-cash charge to earnings equal to
         the spread between the exercise price and the option and market price,
         times the number of options involved.

         The Company accounts for its stock-based compensation plans under
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees." In October 1995, the Financial Accounting
         Standards Board issued Statement No. 123, "Accounting for Stock-Based
         Compensation" ("SFAS No. 123"), which establishes a fair value-based
         method of accounting for stock-based compensation plans. The Company
         has adopted the disclosure-only alternative under SFAS No. 123. The
         Company accounts for stock based compensation to nonemployees using the
         fair value method in accordance with SFAS No. 123 and Emerging Issues
         Task Force (EITF) 96-18. The Company has recognized deferred stock
         compensation related to certain stock option and warrants grants.
         During the three months under March 31, 2000 the Company granted 25,000
         and 300,000 warrants to purchase shares of common stock at $12.00 and
         $15.00 per share, respectively in return for financial advisory
         services. The Company valued these warrants based on the Black-Scholes
         option pricing. In connection herewith the Company recorded a charge of
         $1,268,000 during the three months ended March 31, 2000. In connection
         with other option grants to consultants the Company recorded a charge
         of $79,000 during the three months ended March 31, 2000.


                                       7
<PAGE>   8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Financial Statements and the Notes thereto
included in this report. This discussion contains certain forward-looking
statements that involve substantial risks and uncertainties. When used in this
report, the words "anticipate," "believe," "estimate," "expect" and similar
expressions as they relate to the Company or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements could differ materially from those expressed in, or
implied by, these forward-looking statements. Historical operating results are
not necessarily indicative of the trends in operating results for any further
period.

         We were organized and commenced operations in September 1991, and until
July 1998 we were in the development stage. To this day, our efforts have been
principally devoted to research and development activities and organizational
efforts, including the development of products for the treatment of cancer and
infectious diseases, recruiting our scientific and management personnel and
advisors and raising capital.

         Our plan of operation for the next 12 months will consist of research
and development and related activities aimed at:

         o        Continued collaboration with Bristol-Myers Squibb on the
                  development of Paclitaxel production from Fermentation and
                  Paclitaxel-specific genes using genetic engineering.

         o        Further development of the treatment of polycystic kidney
                  disease with Paclitaxel or related compound, a potential new
                  Paclitaxel indication, and establishing a strategic
                  partnership.

         o        Development of our rational drug design program using Quantum
                  Core Technology(TM), which targets proteins.

         o        Further development of our OASIS(TM) optimized antisense
                  genome library, which targets genes.

         o        Development of an alternative production system for
                  glucocerebrosidase, the deficient enzyme in Gaucher's disease.

         o        Evaluation of potential new proprietary microbial anticancer
                  drugs with Bristol-Meyers Squibb.

         o        Further development of a diagnostic test using the patented
                  LCG gene and related MAb to test in vitro serum, tissue or
                  respiratory aspirant material for the presence of cells which
                  may indicate a predisposition to, or early sign of, lung or
                  other cancers.

         o        Further testing of peptide from UCLA for inhibition of breast
                  cancer via steroid receptors.

         o        Further analysis of the TNF-PEG technology as an anticancer
                  agent in animal studies.


                                       8
<PAGE>   9


         o        Testing proprietary vectors, which have been constructed for
                  the expression of specific proteins that may be utilizable for
                  vaccines for different diseases using Mycobacteria.

         o        Developing a humanized antibody specific or peptide specific
                  for the protein associated with the LCG gene and, if
                  successful, submission of an IND for clinical trials.

         o        Making improvements to the Company's laboratory facilities and
                  corporate facilities.

         o        Hiring additional technical and administrative staff.

         o        Seeking to establish strategic partnerships for the
                  development, marketing, sales and manufacturing of the
                  Company's proposed products.

         Our actual research and development and related activities may vary
significantly from current plans depending on numerous factors, including
changes in the costs of such activities from current estimates, the results of
our research and development programs, the results of clinical studies, the
timing of regulatory submissions, technological advances, determinations as to
commercial potential and the status of competitive products. The focus and
direction of our operations will also be dependent upon the establishment of
collaborative arrangements with other companies, the availability of financing
and other factors. The funded research and development program, if not renewed,
terminates during the year ended December 31, 2000 and thereafter our future
revenues depend upon the achievement of certain milestones related to product
development and royalties based on product sales.

RESULTS OF OPERATIONS

Revenue

         We recognized revenues of $344,000 and $233,000 for the three months
ended March 2000, and 1999, respectively. The increase in revenue from 1999 to
2000 was attributable to license and research and development payments from our
agreements with Bristol-Myers Squibb.

Research and Development Expenses

         We incurred research and development expenses of $577,000 and $872,000
for the three months ended March 2000 and 1999, respectively. The decrease in
research and development expenses in 2000 from 1999 was due to a $17,000
decrease in laboratory supply expenses, a $17,000 decrease in funding at the
Research & Development Institute, Inc., a $365,000 decrease in technology costs
associated with the acquisition of Quantum Core Technology(TM) and a $53,000
decrease in contract labor and payroll taxes, partially offset by a $20,000
increase in rent expense due to expansion of facilities a $28,000 increase in
funding for the research program at Washington State University and a $45,000
increase in expenses for contracted research.

         We anticipate that we will incur increased research and development
expenses as we move products from pre-clinical to clinical trials and as we
expand our drug discovery efforts. We also expect to hire additional technical
staff to aid in the fulfillment of these goals.


                                       9
<PAGE>   10


General and Administrative Expenses

         We incurred general and administrative expenses of $2,265,000 and
$513,000 for the three months ended March 2000, and 1999, respectively. The
increase in general and administrative expenses in 2000 from 1999 was
attributable to a $1,556,000 increase in public and financial relations costs
including $1,267,000 in value assigned to warrants granted to our financial
advisors, $21,000 increase in consulting fees, and a $189,000 increase in legal
and professional fees.

         We anticipate that we will incur increased general and administrative
expenses as we expand our administrative staff to aid in our business
development.

Interest Income

         Interest income was $81,000 and $69,000 for the three months ended
March 2000 and 1999, respectively. The increase in interest income is due to
the increase in available cash balances resulting from the exercise of warrants.

Change in accounting principle - Revenue recognition

         In December 1999, the staff of the Securities and Exchange Commission
issued an accounting bulletin on revenue recognition which provides, among other
matters, that nonrefundable license fees should be recognized over the period of
performance of related research and development activities. Accordingly, we
changed our accounting policy from recognizing revenue from nonrefundable
license fees at signing of agreement to deferring and recognizing such fees over
the period of performance of related research and development activities.
Effective January 1, 1999, we reflected this change in accounting principle as a
cumulative effect on prior years of $422,000, which is shown in the statement of
operations. Payments to third parties in connection with nonrefundable license
fees are being recognized over the period of performance of related research and
development activities.

         This change in accounting principle would have resulted in an increase
in revenues and research and development expenses and a decrease in net loss of
approximately $94,000, $24,000 and $70,000, respectively for the three months
ended March 31, 1999 if it was respectively applied. The corresponding impact on
net loss per share would be a decrease from $(0.11) to $(0.10) if this change in
accounting principle were respectively applied.

Net Losses

         We incurred net losses of $2,419,000 and $1,085,000 for the three
months ended March 2000 and 1999, respectively. The increase in net losses in
2000 from 1999 was attributable to increased operating expenses, partially
offset by in increase in revenue from the Bristol-Myers Squibb license and
research and development agreements and an increase in interest income.

Liquidity and Capital Resources

         At March 31, 2000, we had cash of approximately $16,499,000. Since
inception we have financed our operations from debt and equity financings as
well as fees received from licensing and research and development agreements.
During the three months ended March 31, 2000, we used cash of approximately
$830,000 to fund our operating activities, principally caused by the net loss of
$2,419,000. In addition, during the three months ended 2000 we used
approximately $63,000 to fund our investing activities, principally caused by a
loan to an officer/shareholder of $63,000.



                                       10
<PAGE>   11

         On February 7, 2000, the Company gave notice to the holders of our
Class C Warrants that it was exercising its right of redemption effective March
9, 2000. Through March 14, 2000 the Company received approximately $12,953,000
from the exercise of 1,992,829 such warrants. On March 13, 2000 the Company
gave notice to the holders of its Class D Warrants that it was exercising its
right of redemption effective April 12, 2000. Through April 14, 2000 the
Company received approximately $25,742,000 from the exercise of 2,941,905 such
warrants. Additionally, through April 30, 2000 the Company received proceeds of
approximately $945,000 from the exercise of 208,971 other warrants.

         In January 2000 the Board of Directors approved the 2000 Employee
Option Plan (the "Plan") authorizing up to 1,000,000 shares, subject to approval
of the plan by a majority of our shareholders.  We granted 116,000 options to
purchase shares of Common Stock under the Plan at an exercise price of $7.438
per share to officers, directors, employees and consultants of the Company.

         At the time of such stockholder approval, if the market value of the
Company's stock exceeds the exercise price of the subject options noted above,
the Company will incur a non-cash charge to earnings equal to the spread between
the exercise price and the option and market price, times the number of options
involved.

         The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." In October 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"),
which establishes a fair value-based method of accounting for stock-based
compensation plans. The Company has adopted the disclosure-only alternative
under SFAS No. 123. The Company accounts for stock based compensation to
nonemployees using the fair value method in accordance with SFAS No. 123 and
Emerging Issues Task Force (EITF) 96-18. The Company has recognized deferred
stock compensation related to certain stock option and warrants grants.
During the three months under March 31, 2000 the Company granted 25,000 and
300,000 warrants to purchase shares of common stock at $12.00 and $15.00 per
share, respectively in return for financial advisory services. The Company
valued these warrants based on the Black-Scholes option pricing. In connection
herewith the Company recorded a charge of $1,268,000 during the three months
ended March 31, 2000. In connection with other option grants to consultants the
Company recorded a charge of $79,000 during the three months ended March 31,
2000.

         We have agreed to fund scientific research at academic institutions and
to make minimum royalty payments for licensing and collaborative agreements of
approximately $700,000 in 2000. We do not expect these arrangements to have a
significant impact on our liquidity and capital resources. We intend to continue
to maintain and develop relationships with academic institutions and to
establish licensing and collaborative agreements.

         We have no material capital commitments for the year ended December 31,
2000.

         We believe that we have sufficient cash on hand at March 31, 2000 and
from the exercise of warrants in April 2000 to finance our plan of operation
through December 31, 2000. However, there can be no assurance that we will
generate sufficient revenues, if any, to fund its operations after such period
or that any required financings will be available, through bank borrowings, debt
or equity offerings, or otherwise, on acceptable terms or at all.



                           PART II. OTHER INFORMATION


Item 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

         In January 2000, we issued 72,856 shares of Series A Preferred Stock as
full payment of the dividend due on the Series A Preferred Stock for the year
ended December 31, 1999 to the holders of such preferred stock. Such issuance
was pursuant to Section 3(a)(9) promulgated under the Securities Act based on
the fact that it involved an exchange by the issuer exclusively with its
existing security-holders and no commission or other remuneration was paid or
given directly or soliciting such exchange.

         In January 2000 the Board of Directors approved the 2000 Employee
Option Plan authorizing up to 1,000,000 shares, subject to approval of the plan
by a majority of our shareholders. We granted 116,000 options to purchase
shares of Common Stock at an exercise price of $7.438 per share to officers,
directors, employees and consultants of the company. The shares of Common Stock
were granted pursuant to the exemption afforded by Section 4(2) promulgated
under the Securities Act based on the fact that the issuance was to a single
individual not involving a public offering.

         In February 2000, the Company granted 25,000 and 300,000 warrants to
purchase shares of Common Stock at $12.00 and $15.00 per share to Southwest
Securities, Inc. and Gruntal & Co., L.L.C., respectively in return for financial
advisory and investment banking services. The shares of Common Stock were
granted pursuant to the exemption afforded by Section 4(2) promulgated under the
Securities Act based on the fact that the issuance was to a single individual
not involving a public offering.


                                       11
<PAGE>   12


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibit 27 Financial Data Schedule


         (b) Reports on Form 8-K - None



                                   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.



                                        CYTOCLONAL PHARMACEUTICS INC.



Date: May 15, 2000                       /s/ Daniel M. Shusterman
                                        -------------------------------
                                        Daniel M. Shusterman
                                        Vice President of Operations,
                                        Treasurer and Chief Financial
                                        Officer



                                       12
<PAGE>   13
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                  DESCRIPTION
- -----------               -----------
<S>                 <C>
Exhibit 27          Financial Data Schedule
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          16,499
<SECURITIES>                                         0
<RECEIVABLES>                                      575
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                17,245
<PP&E>                                             642
<DEPRECIATION>                                     372
<TOTAL-ASSETS>                                  18,411
<CURRENT-LIABILITIES>                            1,252
<BONDS>                                              0
                                0
                                          7
<COMMON>                                           128
<OTHER-SE>                                      16,180
<TOTAL-LIABILITY-AND-EQUITY>                    18,411
<SALES>                                              0
<TOTAL-REVENUES>                                   344
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 2,842
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   2
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,419)
<EPS-BASIC>                                      (.22)
<EPS-DILUTED>                                    (.22)


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission