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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, 1997
----------------------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-6533
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BOSTON LIFE SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 87-0277826
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
31 Newbury Street, Suite 300, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip code)
(617) 425-0200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(X) Yes ( ) No
As of May 12, 1997 there were 124,645,990 shares of Common Stock outstanding.
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BOSTON LIFE SCIENCES, INC.
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<CAPTION>
INDEX TO FORM 10-Q
Page(s)
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Part I - Financial Information:
Item 1 - Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of 1
March 31, 1997 and December 31, 1996
Condensed Consolidated Statements of Income 2
for the three months ended March 31, 1997 and 1996
Condensed Consolidated Statements of Cash Flows 3
for the three months ended March 31, 1997 and 1996
Notes to Condensed Consolidated Financial Statements 4-5
Item 2 - Management's Discussion and Analysis of 6-8
Financial Condition and Results of Operations
<CAPTION>
Part II - Other Information
<S> <C>
Item 1 - Legal Proceedings 9
Item 2 - Changes in Securities 9
Item 3 - Defaults Upon Senior Securities 9
Item 4 - Submission of Matters to a Vote of 9
Security Holders
Item 5 - Other Information 9
Item 6 - Exhibits and Reports on Form 8-K 9
Signature (s) 10
</TABLE>
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Part I -- Financial Information
Item 1 -- Financial Statements
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheet
--------------------------
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
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<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 6,643,311 $ 8,580,206
Short-term investments 13,603,700 12,995,022
Prepaid sponsored research & development expenses 40,000 431,000
Other current assets 129,196 430,231
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Total current assets 20,416,207 22,436,459
Fixed assets, net 95,743 100,997
Technology acquired 3,500,000 3,500,000
Other assets 115,674 115,674
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Total assets $ 24,127,624 $ 26,153,130
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses 1,638,476 1,907,912
Deferred revenue 33,060 83,060
Notes payable 24,266 61,752
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Total current liabilities 1,695,802 2,052,724
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Stockholders' equity:
Series A Convertible Preferred stock, $.01 par value 611 1,336
1,000,000 shares authorized
61,123 shares outstanding on March 31, 1997 and
133,610 shares outstanding on December 31, 1996
Common stock, $0.01 par value; 1,239,324 1,110,485
175,000,000 shares authorized
123,932,386 shares outstanding on March 31, 1997 and
111,048,538 shares outstanding on December 31, 1996
Additional paid-in-capital 48,467,777 48,521,331
Unrealized losses on investments (150,256) 0
Deferred compensation (168,290) (240,290)
Deficit accumulated during development stage (26,957,344) (25,292,456)
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Total stockholders' equity 22,431,822 24,100,406
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Total liabilities and stockholders' equity $ 24,127,624 $ 26,153,130
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
1
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Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Operations
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(Unaudited)
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<CAPTION>
From inception
Three Months Ended (October 16, 1992)
March 31, to March 31,
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1997 1996 1997
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<S> <C> <C> <C>
Revenues $ 50,000 $ 49,727 $ 666,940
Operating Expenses
Research and development expenses 973,992 315,373 7,996,872
Licensing fees 0 10,000 633,683
THERAFECTIN(R) related expenses 551,045 367,262 2,097,836
General and administrative expenses 517,000 775,421 6,566,570
Purchased research and development in-process 0 0 10,421,544
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Loss from operations (1,992,037) (1,418,329) (27,049,565)
Net interest income (expense) 327,149 (127,267) 92,221
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Net loss $(1,664,888) $(1,545,596) $(26,957,344)
============ ============ =============
Net loss per common share $ (0.01) $ (0.02)
============ ============
Weighted average shares outstanding 116,212,247 85,077,251
============ ============
</TABLE>
See notes to consolidated financial statements.
2
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Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows
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(Unaudited)
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<CAPTION>
Period from
Three Months Ended March 31, inception (October
--------------------------------- 16, 1992) through
1997 1996 March 31, 1997
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<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,664,888) $(1,545,596) $ (26,957,344)
Adjustments to reconcile net loss to net cash
used for operating activities:
Purchased research and development in-process 0 0 10,421,544
Compensation charge related to options and warrants granted 72,000 79,590 668,396
Amortization and depreciation 20,000 244,593 1,295,637
Loss on disposal of fixed assets 0 0 15,589
Changes in operating assets and liabilities:
Prepaid sponsored research & development expenses 391,000 81,201 (40,000)
Other current assets 301,035 99,589 366,332
Accounts payable and accrued expenses (269,436) 174,338 690,811
Deferred revenue (50,000) 150,273 33,060
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Net cash used for operating activities (1,200,289) (716,012) (13,505,975)
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Cash flows from investing activities:
Net cash provided by acquisition of Greenwich Pharmaceuticals 0 0 1,758,037
Increase in fixed assets (14,746) (2,444) (197,437)
Proceeds from sale of fixed assets 0 0 9,800
Increase in other assets 0 0 (115,674)
Short term investments:
Purchases (3,626,417) 0 (26,199,478)
Sales and maturities 2,867,483 248,320 12,445,522
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Net cash provided by (used in) investing activities (773,680) 245,876 (12,299,230)
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Cash flows from financing activities:
Proceeds from issuance of common stock 74,560 328,985 13,000,703
Proceeds from issuance of convertible preferred stock 0 23,991,000 20,872,170
Proceeds from issuance of notes payable 0 0 2,585,000
Proceeds from issuance of convertible debt 0 0 1,000,000
Principal payments of notes payable (37,486) (1,424,506) (2,772,201)
Payment of note issuance costs 0 0 (399,702)
Payment of stock issuance and merger transaction costs 0 (3,163,409) (1,837,454)
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Net cash provided by financing activities 37,074 19,732,070 32,448,516
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Net increase (decrease) in cash and cash equivalents (1,936,895) 19,261,934 6,643,311
Cash and cash equivalents at beginning of period 8,580,206 2,125,838 0
------------ ------------ ------------
Cash and cash equivalents at end of period $ 6,643,311 $ 21,387,772 $ 6,643,311
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
3
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Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Consolidated Financial Statements
(March 31, 1997)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, these
financial statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements.
The interim unaudited consolidated financial statements contained herein
include, in management's opinion, all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the financial
position, results of operations, and cash flows for the periods presented.
The results of operations for the interim period shown on this report are
not necessarily indicative of results for a full year. These financial
statements should be read in conjunction with the Company's consolidated
financial statements and notes for the year ended December 31, 1996,
appearing in the Company's Annual Report on Form 10-K for such year.
2. Net Loss Per Share
Net loss per share has been calculated by dividing net loss by the
weighted average number of common shares outstanding during the period.
All common stock equivalents have been excluded from the calculation of
weighted average common shares outstanding since their inclusion would be
anti-dilutive.
3. Supplemental disclosure of non-cash investing and financing activities:
During the three months ended March 31, 1997, the Company issued
12,712,560 shares of common stock resulting from the conversion of 72,487
shares of preferred stock.
During the three months ended March 31, 1996, $1 million of convertible
subordinated debentures were converted into 1,566,047 shares of common
stock. Also, $98,685 was ascribed to stock options issued to a consultant
as partial compensation for services. In addition, the Company issued
29,262 shares of common stock upon the exercise of a certain warrant which
was net of 5,305 shares with a market value of $7,293 surrendered to
satisfy the exercise price of such warrant.
4
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Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Consolidated Financial Statements
(March 31, 1997)
4. Investments
At March 31, 1996, the cost basis of short-term investments exceeded their
fair value by approximately $150,000. These investments, which are
classified as available-for-sale, are reported at fair value, with the
unrealized loss excluded from the statement of operations and reported as
a separate component of stockholders' equity.
5. New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings per Share".
The standard will be effective for the Company's fiscal year ending
December 31, 1997. The adoption of this standard is not expected to have a
material effect on the Company's financial statements.
5
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Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
(March 31, 1997)
This Quarterly Report on Form 10-Q contains forward-looking statements.
Specifically, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. There
are a number of meaningful factors that could cause the Company's actual results
to differ materially from those indicated by any such forward-looking
statements. These factors include, without limitation, the duration and results
of clinical trials and their effect on the FDA regulatory process, uncertainties
regarding receipt of approvals for any possible products and any commercial
acceptance of such products, possible difficulties with obtaining necessary
patent protection, and uncertainties regarding the outcome of any of the
Company's collaborations or alliances with third parties. Other factors include
those set forth under the caption "Forward-Looking Statements" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 and the
documents referred to under such caption.
Results of Operations
Overview
The Company is a biotechnology company engaged in the research and
development of novel therapeutic and diagnostic products to treat chronic
debilitating diseases such as cancer, central nervous system disorders and
autoimmune diseases. The Company expects that its research and development costs
will continue to increase as the Company attempts to gain regulatory approval
for commercial introduction of its proposed products. At March 31, 1997, the
Company is considered a "development stage enterprise" as defined in Statement
of Financial Accounting Standards No. 7.
Three Months Ended March 31, 1997 and 1996
The Company's net loss was $1,664,888 during the three months ended
March 31, 1997 as compared with $1,545,596 during the three months ended March
31, 1996. Net loss per common share equaled $.01 per share for the 1997 period
as compared to $.02 per share for the 1996 period. The higher net loss in the
1997 period was primarily due to increased research and development expenses,
and higher costs associated with the Phase III clinical trial for
THERAFECTIN(R). These increased expenses were partially offset by lower general
and administrative expenses, and the recognition of net interest income in the
1997 period as compared to net interest expense in the 1996 period.
Revenue was $50,000 during the three months ended March 31, 1997 as
compared with $49,727 during the comparable 1996 period. Revenue for both
periods was attributable to a research and development agreement entered into
with Zeneca Pharmaceuticals, Ltd. ("Zeneca Pharmaceuticals") in 1995.
Research and development expenses were $973,992 during the three months
ended March 31, 1997 as compared with $315,373 during the three months ended
March 31, 1996. The increase was primarily attributable to an expansion in the
number of technologies under development as well as an increased level of
expenditures for technologies which were under development during both periods.
During the 1997 period, the Company incurred expenses totaling $359,000 for two
technologies which had not yet been licensed to the Company during the
comparable 1996 period. In addition, the Company increased the funding for one
of its programs from approximately $90,000 during the 1996 period to
approximately $320,000 during the 1997 period. Finally, the Company increased
the number of
6
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personnel supporting its research and development activities from
two to four. The majority of the Company's research and development expenses
were sponsored research obligations paid to Harvard University and its
affiliated hospitals. The Company expects to incur research and development
costs between $5 million to $6 million during 1997.
Licensing fees were zero during the three months ended March 31, 1997
as compared with $10,000 during the three months ended March 31, 1996. The
Company did not execute any new licensing agreements during the 1997 period or
incur any obligations under its existing licensing agreements. The Company
entered into one new licensing agreement during the 1996 period. The Company
expects to pay future licensing fees, the timing and amounts of which will
depend upon the terms of agreements which may be executed for technologies
currently being developed or which may be developed in the future. There can be
no assurance regarding the likelihood or materiality of any such future
licensing agreements.
THERAFECTIN(R) related expenses were $551,045 during the three months
ended March 31, 1997 as compared with $367,262 during the three months ended
March 31, 1996. This increase was primarily due to the higher number of patients
enrolled in the Phase III clinical trial for Therafectin(R) during the 1997
period as compared to the 1996 period. Enrollment in the trial, which began in
March 1996, was completed in March 1997. Before any commercially viable product
from Therafectin(R) may be developed, and any revenue generated therefrom, the
Company currently expects that at least $1 million to $1.5 million of additional
future expense will be necessary. There can be no assurance, however, that the
expenditure of these additional amounts will result in the regulatory approval
of any compounds or that such approval will ever be able to be obtained by the
Company.
General and administrative expenses were $517,000 during the three
months ended March 31, 1997 as compared with $775,421 during the comparable 1996
period. This decrease was primarily due to (i) the incurrence, during the 1996
period, of contractual obligations totaling $175,000 associated with the
employment contract between the Company and its Chief Executive Officer and (ii)
lower professional services costs.
Net interest income was $327,149 during the three months ended March
31, 1997 as compared with net interest expense of $127,267 during the three
months ended March 31, 1996. The net interest income recognized during the 1997
period primarily related to higher cash balances associated with the Company
raising net proceeds of approximately $25.7 million from two private placements
completed in 1996. The net interest expense incurred during the 1996 period
related to (i) the issuance of $2.175 million of notes payable during the first
quarter of 1995, (ii) the issuance of $1.0 million of convertible subordinated
debentures during the fourth quarter of 1995, and (iii) the amortization of the
debt issuance costs associated with both financings. The debentures were
converted into common stock in February 1996 and the Company paid the remaining
principal on its notes payable at the beginning of the second quarter of 1996.
Liquidity and Capital Resources
Since its inception, the Company has satisfied its working capital
requirements from the sale of the Company's securities through private
placements. In January and February 1996, the Company raised approximately $20.7
million of net proceeds by completing a private placement of units consisting of
(i) shares of its Series A Convertible Preferred Stock and (ii) warrants to
purchase shares of the Company's common stock. In June 1996, the Company raised
approximately $5 million of net proceeds by completing a private placement of 5
million shares of common stock (See Notes 8 and 9 of Notes to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996). In the future, the Company's ability to meet, and the
level of, its working capital and capital requirements will depend on numerous
factors, including the progress of the Company's
7
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research and development activities, the level of resources that the Company
devotes to the developmental, clinical, and regulatory aspects of its products,
and the extent to which the Company enters into collaborative relationships with
pharmaceutical and biotechnology companies.
At March 31, 1997, the Company had available cash, cash equivalents and
short term investments of approximately $20.2 million and working capital of
approximately $18.7 million. The Company believes that the level of financial
resources available at March 31, 1997 will provide sufficient working capital to
meet its anticipated expenditures for more than the next twelve months. The
Company may raise additional capital in the future through collaboration
agreements with other pharmaceutical or biotechnology companies, debt financings
and equity offerings. There can be no assurance, however, that the Company will
be successful in such efforts or that additional funds will be available on
acceptable terms, if at all.
8
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PART II -- OTHER INFORMATION
----------------------------
ITEM 1: LEGAL PROCEEDINGS.
-----------------
None.
ITEM 2: CHANGES IN SECURITIES.
---------------------
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
-------------------------------
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
None.
ITEM 5: OTHER INFORMATION.
-----------------
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K: The Registrant filed the following
reports on Form 8-K during the quarter ended March 31, 1997
and through May 14, 1997.
Date of Report Item Reported
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1 Form 8-K filed January 13, 1997 5, 7
2 Form 8-K filed January 23, 1997 5, 7
9
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SIGNATURE(S)
------------
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.
Boston Life Sciences, Inc.
--------------------------
(Registrant)
DATE: May 14, 1997 /s/ S. David Hillson
---------------------------
S. David Hillson
President and Chief Executive Officer
/s/ Joseph Hernon
--------------------------
Joseph Hernon
Chief Financial Officer
10
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1997 FINANCIAL STATEMENTS AS REPORTED ON FORM 10-Q AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,643,311
<SECURITIES> 13,603,700
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,416,207
<PP&E> 203,694
<DEPRECIATION> 107,951
<TOTAL-ASSETS> 24,127,624
<CURRENT-LIABILITIES> 1,695,802
<BONDS> 0
0
611
<COMMON> 1,239,324
<OTHER-SE> 21,191,887
<TOTAL-LIABILITY-AND-EQUITY> 24,127,624
<SALES> 50,000
<TOTAL-REVENUES> 50,000
<CGS> 0
<TOTAL-COSTS> 2,042,037
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,114
<INCOME-PRETAX> (1,664,888)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,664,888)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,664,888)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
