Macrochem (MACM) 10-Q 2007 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 September 30, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ____ to ____

Commission file number 0-13634

MACROCHEM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	04-2744744
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

40 Washington Street, Suite 220, Wellesley Hills, Massachusetts 02481

(Address of principal executive offices, Zip Code)

781-489-7310

(Registrant’s telephone number, including area code)

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.

Yes X No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer X

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 2, 2007:
Common Stock, $.01 par value	22,461,997

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INDEX TO FORM 10-Q

			Page Number
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
		Condensed Balance Sheets September 30, 2007 (Unaudited) and December 31, 2006	3
		Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 (Unaudited)	4
		Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006 (Unaudited)	5-6
		Notes to Unaudited Condensed Financial Statements	7-17
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18-25
Item 3	Qualitative and Quantitative Disclosures about Market Risk		26
Item 4	Controls and Procedures		26
PART II	OTHER INFORMATION
Item 1A	Risk Factors		27
Item 6	Exhibits		28
SIGNATURES			29
EXHIBIT INDEX			30

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Item 1. Financial Statements

MACROCHEM CORPORATION

CONDENSED BALANCE SHEETS

	September 30, 2007 (Unaudited)			December 31, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$	258,114		$	738,264
Short-term investments		1,504,846			4,157,038
Prepaid expenses and other current assets		174,138			153,660
Total current assets		1,937,098			5,048,962
Property and equipment, net		25,664			37,391
Patents, net		529,036			567,604
Total assets	$	2,491,798		$	5,653,957
LIABILITIES
Current liabilities:
Accounts payable	$	52,250		$	85,473
Accrued expenses and other liabilities		271,728			183,362
Total current liabilities		323,978			268,835
Warrant liability (Note 5)		2,064,494			870,098
Total liabilities		2,388,472			1,138,933
Commitments and contingencies (Note 3)
Preferred stock, $.01 par value, liquidation value of $7,522,500 and $8,053,400; 6,000,000 shares authorized, 752 and 805 shares Series C Convertible issued and outstanding at September 30, 2007 and December 31, 2006, respectively (Note 5)		311,778			333,783
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.01 par value, 100,000,000 shares authorized; 3,999,010 and 2,620,679 shares issued at September 30, 2007 and December 31, 2006, respectively		39,990			26,206
Additional paid-in capital		86,640,034			85,599,924
Accumulated deficit		(86,829,366	)		(81,385,779	)
Less treasury stock, at cost, 529 shares at September 30, 2007 and December 31, 2006		(59,110	)		(59,110)
Total stockholders’ equity (deficit)		(208,452	)		4,181,241
Total liabilities and stockholders’ equity (deficit)	$	2,491,798		$	5,653,957

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MACROCHEM CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the three and nine months ended September 30, 2007 and 2006

(Unaudited)

		For the Three Months Ended September 30,					For the Nine Months Ended September 30,
		2007		2006			2007			2006
OPERATING EXPENSES:
Research and development	$	490,788		$	332,295		$	1,047,187		$	488,520
Marketing, general and administrative		851,925			828,472			2,754,187			2,946,159
TOTAL OPERATING EXPENSES		1,342,713			1,160,767			3,801,374			3,434,679
LOSS FROM OPERATIONS		(1,342,713	)		(1,160,767	)		(3,801,374	)		(3,434,679	)
OTHER INCOME:
Interest income		6,445			69,929			59,590			189,081
Gain (loss) on change in value of warrant liability		596,473			1,776,001			(1,194,396	)		6,349,833
Gain on sale of equipment		-----			-----			68,000			-----
TOTAL OTHER INCOME (LOSS) (NOTE 5)		602,918			1,845,930			(1,066,806	)		6,538,914
NET INCOME OR (LOSS)	$	(739,795	)	$	685,163		$	(4,868,180	)	$	3,104,235
BENEFICIAL CONVERSION FEATURE (NOTE 5)		-----			-----			-----			(11,985	)
DIVIDEND ON SERIES C CUMULATIVE PREFERRED STOCK		(189,608	)		(203,999	)		(575,407	)		(549,075	)
NET INCOME OR (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(929,403	)	$	481,164		$	(5,443,587	)	$	2,543,265
BASIC NET INCOME OR (LOSS) PER COMMON SHARE	$	(0.25	)	$	0.33		$	(1.63	)	$	2.15
DILUTED NET INCOME OR (LOSS) PER COMMON SHARE	$	(0.25	)	$	0.08		$	(1.63	)	$	0.38
WEIGHTED AVERAGE SHARES USED TO COMPUTE BASIC NET INCOME OR (LOSS) PER COMMON SHARE		3,680,875			1,461,192			3,334,612			1,184,572
WEIGHTED AVERAGE SHARES USED TO COMPUTE DILUTED NET INCOME OR (LOSS) PER COMMON SHARE		3,680,875			9,169,190			3,334,612			8,053,511

The accompanying notes are an integral part of these unaudited condensed financial statements

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MACROCHEM CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2007 and 2006

(Unaudited)

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(4,868,180	)	$	3,104,235
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		50,295			70,032
Stock-based compensation		456,482			804,489
Loss(Gain) on change in value of warrant liability		1,194,396			(6,349,833	)
Change in assets and liabilities:
Prepaid expenses and other current assets		(20,478	)		(149,281	)
Accounts payable and accrued expenses		55,144			90,621
Net cash used in operating activities		(3,132,342	)		(2,429,737	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of short-term investments		2,652,192			-----
Purchases of short-term investments		-----			(5,150,263	)
Expenditures for property and equipment		-----			(436	)
Additions to patents		-----			(40,334	)
Net cash provided by (used in) investing activities		2,652,192			(5,191,033	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Series C Cumulative Convertible Preferred Stock and Warrants		-----			5,186,908
Net cash provided by financing activities		-----			5,186,908
Net change in cash and cash equivalents		(480,150	)		(2,433,862	)
Cash and cash equivalents at beginning of period		738,264			3,023,436
Cash and cash equivalents at end of period	$	258,114		$	589,574

The accompanying notes are an integral part of these unaudited condensed financial statements.

(Continued)

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MACROCHEM CORPORATION

STATEMENTS OF CASH FLOWS (Continued)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

The Company did not pay any cash for interest expense or income taxes during the nine-month periods ended September 30, 2007 and 2006.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MACROCHEM CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

All references to share amounts, share prices and per share data in the Unaudited Condensed Financial Statements and these accompanying Notes reflect both the 1-for-7 reverse stock split effected on December 30, 2005 and the 1-for-6 reverse stock split effected on February 9, 2006. Accordingly, where appropriate, share amounts, share prices and per share data have been adjusted to give retroactive effect to the reverse splits.

(1) Basis of Presentation and Operations

The financial statements included herein have been prepared by MacroChem Corporation (“MacroChem” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company at the dates and for the periods indicated. The unaudited condensed financial statements included herein should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

The Company has been engaged primarily in research and development since its inception in 1981 and has derived limited revenues from the commercial sale of its products, licensing of certain technology and feasibility studies. The Company has had no revenues relating to the sale of any products currently under development. The Company has incurred losses from operations every year since its inception and the Company anticipates that losses will continue for the foreseeable future. At September 30, 2007, the Company’s accumulated deficit was $86,829,366. At September 30, 2007, the Company believes that its existing cash, cash equivalents and short-term investments plus the funds raised on October 10, 2007 are sufficient to fund operations under the Company’s current operating plan through the first quarter of 2008. On October 10, 2007, the Company closed a private placement with gross proceeds of $3,535,000. See Footnote 8 – Subsequent Events to the Financial Statements. The Company’s continuation as a going concern depends on its ability to obtain additional financing, to consummate a strategic transaction or to make alternative arrangements to fund its operations. There can be no assurance that the Company will be able to obtain additional financing, to consummate a strategic transaction, or to make alternative arrangements to fund its operations. The Company’s cash requirements may vary materially from those now planned because of changes in the focus and direction of its research and development programs, identification of additional product candidates and technologies, competitive and technical advances, patent developments or other developments related to the status of fund raising.

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The Company organizes itself as one segment reporting to the Chief Executive Officer. Products and services consist primarily of research and development activities in the pharmaceutical industry.

The results disclosed in the Statement of Operations for the three and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year.

(2) Stock Based Compensation

Stock Incentive Plans

The Company has granted options to purchase the Company’s common stock to employees and directors under various stock incentive plans. Under the plans, employees and non-employee directors are eligible to receive awards of various forms of equity-based incentive compensation, including stock options, restricted stock, and performance awards, among others. The plans are administered by the Board of Directors or the Compensation Committee of the Board of Directors, which determine the terms of the awards granted. Stock options are generally granted with an exercise price equal to the market value of a share of common stock on the date of grant, have a term of ten years or less, and vest over terms of two to three years from the date of grant.

Stock Based Compensation

The Company has classified stock-based compensation within the same operating expense line items as cash compensation paid to employees. For the three and nine months ended September 30, 2007, the charge to operations for stock based compensation was $149,227 and $456,482, respectively. For the three and nine months ended September 30, 2006, the charge to operations for stock based compensation was $129,894 and $804,489, respectively.

Valuation Assumptions for Stock Options

The fair value of stock options granted during the three and nine months ended September 30, 2007 and 2006 was estimated using the Black-Scholes option-pricing model with the following assumptions:

	Three and Nine Months Ended September 30,
	2007	2006
Risk-free interest rate	4.16%	4.72%
Expected life of option grants	6 years	6 years
Expected volatility of underlying stock	113%	102%
Expected dividend payment rate, as a percentage of the stock price on the date of grant	0%	0%

The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts. The expected volatility is based on a combination of the Company’s historical stock price and volatility. The risk-free interest rate assumption is

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based upon the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding.

Stock option activity for the nine months ended September 30, 2007 was as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life		Aggregate Intrinsic Value
Outstanding, December 31, 2006	1,055,693		$	10.21		8.92
Granted	1,770,000		$	0.63		9.31
Exercised	-----			-----
Canceled or Expired	(111,634	)		-----
Outstanding, September 30, 2007	2,714,059		$	4.35		9.08	$	0
Exercisable, September 30, 2007	814,310		$	12.53		6.84	$	0

The weighted average grant date fair value of options granted during the nine months ended September 30, 2007 was $985,948. The remaining unrecognized compensation cost related to unvested awards at September 30, 2007 was approximately $963,833 and the weighted average period of time over which this cost will be recognized is 2.25 years.

(3) Commitments and Contingencies

Lease Commitments- In accordance with certain capital lease contracts, in the event that they are terminated early, approximately $232,300 would be owed as early termination payments.

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(4) Basic and Diluted Income or (Loss) Per Share

The following is a reconciliation of net income (loss) and weighted average common shares outstanding for purposes of calculating basic and diluted income (loss) per share:

	Three Months Ended September 30,					Nine Months Ended September 30,
		2007			2006		2007			2006
Basic income (loss) per common share computation: Numerator: Net income (loss) used for basic income (loss) per common share	$	(929,403	)	$	481,164	$	(5,443,587	)	$	2,543,265
Denominator: Weighted average shares used for basic income (loss) per common share		3,680,875		$	1,461,192		3,334,612			1,184,572
Basic income (loss) per common share	$	(0.25	)	$	0.33	$	(1.63	)	$	2.15
Diluted income (loss) per common share Computation:
Numerator:
Net income (loss) used for basic income (loss) per common share	$	(929,403	)	$	481,164	$	(5,443,587	)	$	2,543,265
Dividend on convertible preferred		-----			203,999		-----			549,075
Net income (loss) used for diluted income (loss) per common share	$	(929,403	)	$	685,163	$	(5,443,587	)	$	3,092,340
Denominator:
Weighted average shares used for basic income (loss) per common share		3,680,875			1,461,192		3,334,612			1,184,572
Effect of dilutive securities:
Convertible preferred stock and warrants		-----			7,707,998		-----			6,868,939
Weighted average shares used for diluted income (loss) per common share		3,680,875			9,169,190		3,334,612			8,053,511
Diluted income (loss) per common share	$	(0.25	)	$	0.08	$	(1.63	)	$	0.38

Potential common shares are not included in the per share calculations for diluted loss per share, because the effect of their inclusion would be anti-dilutive. Dilutive shares not included in the loss per share calculation for the three and nine months ended September 30, 2007 were 7,445,764 and 7,364,055, respectively.

(5) Stockholders’ Equity

Authorized Capital Stock– Authorized capital stock consists of 100,000,000 shares of $.01 par value common stock of which 3,999,010 shares are issued (3,998,481 are outstanding) and 18,579,918 are reserved for issuance upon exercise of common stock options, warrants and conversion of Series C Cumulative Convertible Preferred Stock at September 30, 2007. Authorized preferred stock totals 6,000,000 shares, of which 500,000 shares have been designated Series A Preferred Stock, 600,000 shares have been

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designated Series B Preferred Stock and 1,500 shares have been designated Series C Cumulative Convertible Preferred Stock (752.25 shares were outstanding at September 30, 2007). The Series C Preferred Stock has a liquidation value of $10,000 per share, is entitled to a dividend of 10% per annum, payable in cash or shares of our common stock at our option, which dividend rate is subject to increase to 14% upon the occurrence of certain events. The Series C Preferred Stock is redeemable at the holder’s election in the event the Company fails or refuses to convert any shares of Series C Preferred Stock in accordance with the terms of the Certificate of Designation, Rights and Preferences of the Series C Preferred Stock. The number of shares of common stock into which each share of Series C Preferred Stock is convertible is determined by dividing the liquidation value per share plus all accrued and unpaid dividends thereon by $1.05. On October 10, 2007, the Series C Cumulative Preferred Stock was converted to common shares. See Footnote 8 - Subsequent Events to the Financial Statements.

During 1998, the Company’s Board of Directors authorized the repurchase of up to 23,809 shares of common stock at market price. The Company repurchased no shares in 2005, 2006 and 2007. At September 30, 2007, 529 repurchased shares remain available for future use and 16,180 shares are available to be repurchased.

Relevant Material Terms: The terms and provisions of the Series C Preferred Stock are set forth in the Certificate of Designations, Rights and Preferences of Series C Cumulative Convertible Preferred Stock (the “Certificate of Designations”). Certain material terms of the Series C Preferred Stock are summarized below:

Obligations to Register Shares: When issued, the securities offered and sold to the Purchasers in the Series C Preferred financing were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were sold in reliance upon the exemption from securities registration afforded by Regulation D under the Securities Act. All of the purchasers represented to MacroChem that they were “accredited investors”, as defined in Rule 501 of Regulation D. In connection with the Series C financing, MacroChem entered into an Investor Rights Agreement with the purchasers, pursuant to which MacroChem was required to file a registration statement with the Securities and Exchange Commission covering the resale of the common stock issuable upon conversion of the Series C Preferred Stock, issuable as payment of dividends on the Series C Preferred Stock and issuable upon exercise of the Warrants and the warrants issued to the placement agent. The registration statement was filed and became effective on April 18, 2006, was subsequently amended on April 30, 2007 and the amendment was declared effective on May 25, 2007.

Dividends:The Series C Preferred Stock accrues dividends at the rate of 10% of the stated price annually, payable quarterly in cash or common stock. All dividends payable to date have been paid in Common Stock.

Liquidation: Upon liquidation, dissolution or winding up, the holders of Series C Preferred Stock are entitled, before any distributions are made to the holders of the common stock, or any other class or series of capital stock of the Company ranking junior to the Series C Preferred Stock as to such distributions, to be paid an amount equal to $10,000 per share and any unpaid dividends thereon, subject to adjustment.

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Voting:The Certificate of Designations contains a provision that restricts a holder of Series C Preferred Stock from (i) converting Series C Preferred Stock into common stock to the extent that such conversion would result in the holder owning more than 4.95% of the issued and outstanding common stock of the Company or (ii) voting together with the common stock on an as-if-converted to common stock basis in respect of more than 4.95% of the issued and outstanding common stock of the Company. The Warrants issued pursuant to the purchase agreement contain a similar restriction (collectively, the “Beneficial Ownership Cap”). A holder of Series C Preferred Stock or a Warrant may elect, subject to certain conditions, to be exempt from the Beneficial Ownership Cap. Subject to the Beneficial Ownership Cap restrictions, as of the date of the second closing of the private placement financing in February 2006 (the “Second Closing”), the Series C Preferred Stock acquired by the purchasers was convertible into 4,967,920 shares of common stock and the holders of the Series C Preferred Stock vote on an as-converted basis with the holders of our common stock, and therefore held approximately 63.5% of the voting power of our outstanding securities. Assuming both the conversion of the Series C Preferred Stock and the exercise of all of the Warrants acquired by the purchasers, in each case subject to the Beneficial Ownership Cap restrictions, the purchasers would have held approximately 84.9% of the outstanding common stock of the Company as of the date of the Second Closing.

Redemption:If the Company fails or refuses to convert any shares of Series C Preferred Stock in accordance with the terms of the Series C Preferred Stock, the holders of the Series C Preferred Stock are entitled to elect to require the Company to redeem their Series C Preferred Stock. In the event of a redemption, the redemption price per share of Series C Preferred Stock is an amount in cash equal to the greater of (1) all accrued but unpaid dividends as of the date the holder makes the demand for redemption with respect to each share to be redeemed plus the $10,000 liquidation preference per share or (2) the total number of shares of common stock into which such Series C Preferred Stock is convertible multiplied by the then-current market price of the common stock.

Given that the redemption provision described above does not embody an unconditional obligation requiring the Company to redeem the instrument at a specified or determinable date or upon an event certain to occur, the Series C Preferred Stock is not a mandatorily redeemable financial instrument. Therefore, the Company determined that the guidance in FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which requires liability classification for mandatorily redeemable financial instruments, does not apply.

Rule 5-02.28 of Regulation S-X requires securities with redemption features that are not solely within the control of the issuer to be classified outside of permanent equity. The holders of the Series C Preferred Stock control a majority of the voting power of the Company’s common stock and, as a result of this control, could directly or indirectly influence the triggering of the redemption provision by, for example, refusing to approve an increase in the authorized but unissued shares of common stock of the Company if, in the future, such increase were necessary to effect the conversion of the Series C Preferred Stock. Accordingly, the redemption provision is not solely within the Company’s control, and thus the Series C Preferred Stock is not permanent equity.

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Because the Series C Preferred Stock did not qualify for treatment as a liability or as permanent equity as described above, the Company recorded the portion of the proceeds attributable to the Series C Preferred Stock as mezzanine equity pursuant to EITF Topic D-98, Classification and Measurement of Redeemable Securities. Because the Company has a substantial amount of authorized but unissued common stock (in excess of 95 million shares), the occurrence of a redemption event is not considered probable, and thus the carrying value of the Series C Preferred Stock is not being accreted to its redemption value.

Conversion: Each convertible preferred share is convertible into shares of common stock. The number of shares of common stock into which each share of Series C Preferred Stock is convertible is determined by dividing the liquidation value per share plus all accrued but unpaid dividends thereon by $1.05.

The Company evaluated whether the embedded conversion feature in the Series C Preferred Stock required bifurcation and determined, in accordance with paragraph 12 of SFAS 133, that the economic characteristics and risks of the embedded conversion feature in the Series C Preferred Stock were clearly and closely related to the underlying common stock. In conducting this evaluation, the Company recognized that the cumulative fixed dividend and the potential redemption requirement of the Series C Preferred Stock are characteristics of debt. The Company also recognized, however, that the Series C Preferred Stock had the following equity like characteristics: the Series C Preferred Stock clearly gives the stockholders both existing and ongoing rights of ownership (i.e., a residual interest), as the holders of Series C Preferred Stock are entitled to vote on an as-converted basis with the holders of our common stock; the dividend, while fixed, is payable quarterly in cash or common stock at the Company’s election, and, to date, the Company’s Board of Directors has declared each quarterly dividend to be paid in shares of common stock; the redemption rights of the Series C preferred stock are perpetual and do not have a stated maturity or redemption date, unlike debt instruments; and the right of the holders of the Series C Preferred stock to receive payments, including the liquidation preference, is not secured by any collateral. Consequently, when all of the economic characteristics and risks of the Series C Preferred Stock are considered as a whole, the Company concluded that the Series C Preferred Stock is more akin to equity than to debt and, as a result, the Company concluded that bifurcation was not required under SFAS 133.

Pursuant to the guidance in paragraph 5 of EITF 00-27, Application of Issue No.98-5 to Certain Convertible Instruments, we allocated the proceeds from the Series C financing between the Series C Preferred Stock and the warrants based upon their estimated fair values as of the closing date. We then calculated the intrinsic value of the beneficial conversion feature embedded in the Series C Preferred Stock. As the amount of the beneficial conversion feature exceeded the value allocated to the Series C Preferred Stock, the amount of the beneficial conversion feature recorded was limited to the proceeds allocated to the Series C Preferred Stock. The beneficial conversion value of $330,243 was recognized as an additional discount on the Series C Preferred Stock which amount was immediately accreted and treated as a deemed dividend to the holder of the

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shares of Series C Preferred Stock as all of the Series C Preferred Stock was eligible for conversion upon issuance.

Stock Sales –In March 2004, the Company sold 128,619 shares of common stock and warrants to purchase 25,723 shares of common stock to primarily institutional investors. Gross proceeds were $7,292,700 ($6,681,274 net of issuance costs) and were allocated between the common stock and the warrants based on the relative fair value of the warrants and common stock. In April 2005, the Company sold approximately 65,040 shares of common stock and warrants to purchase 32,520 shares of common stock to institutional investors and to certain executive officers and directors of the Company. Gross proceeds were $815,000 ($601,342 net of cash issuance costs) and were allocated between the common stock and the warrants based on the relative fair value of the warrants and common stock. In December 2005, the Company sold 250 shares of Series C Cumulative Convertible Preferred Stock and warrants to purchase 2,380,951 shares of common stock to institutional investors. Gross proceeds were $2,500,000 ($2,125,943 net of cash issuance costs) and were allocated between the Series C Cumulative Convertible Preferred Stock and the warrants based on the fair value of the warrants. In February 2006, the Company sold 575.5 shares of Series C Cumulative Convertible Preferred Stock and warrants to purchase 5,480,952 shares of common stock to institutional investors. Gross proceeds were $5,755,000 ($5,186,908 net of cash issuance costs) and were allocated between the Series C Cumulative Convertible Preferred Stock and the warrants based on the fair value of the warrants.

Warrants – On February 13, 2006, the Company closed a private placement in which institutional investors received six-year warrants to purchase 5,480,961 shares of the Company’s common stock at an exercise price of $1.26 per share (“Investor Warrants”). As of September 30, 2007, none of the $1.26 Investor Warrants had been exercised. The placement agent in the transaction received a warrant to purchase approximately 548,095 shares of common stock at a purchase price of $1.05 for a period of six years (“Placement Agent Warrants”). As of September 30, 2007, none of these $1.05 Placement Agent Warrants had been exercised. On December 23, 2005, the Company closed a private placement in which institutional investors received warrants to purchase 2,380,951 shares of common stock at an exercise price of $1.26 per share for a period of six years (“Investor Warrants”). As of September 30, 2007, none of these $1.26 Investor Warrants had been exercised. The placement agent in this transaction received a warrant to purchase approximately 238,905 shares of common stock at a purchase price of $1.05 for a period of six years (“Placement Agent Warrants”). As of September 30, 2007, none of the $1.05 Placement Agent Warrants had been exercised. In accordance with EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” the Investor Warrants and the Placement Agent Warrants are included as a liability and valued at fair market value until the Company meets the criteria under EITF 00-19 for permanent equity. Changes in the fair value of such warrants are recorded as a charge or credit to operations each reporting period. The Company valued the Investor Warrants and the Placement Agent Warrants at $2,064,494 on September 30, 2007 using the Black-Scholes method with the following assumptions: a risk-free interest rate of 4.16%, volatility of 113%, and a dividend yield of 0%.

On April 19, 2005, the Company closed a private placement in which institutional investors and certain executive officers and directors of the Company received warrants

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to purchase approximately 32,520 shares of common stock for a period of five years. The exercise price of the warrants is $14.70 per share for the institutional investors and $21.84 for the participating executive officers and directors. As of September 30, 2007, approximately 6,012 of the $14.70 warrants issued to the institutional investors had been exercised and none of the $21.84 warrants issued to participating executive officers and directors had been exercised. The placement agent in this transaction received a warrant to purchase approximately 1,190 shares of common stock at a purchase price of $14.70 for a period of five years. As of September 30, 2007, none of the $14.70 warrants issued to the placement agent had been exercised.

During 2004, the Company conducted a private placement in which primarily institutional investors received warrants to purchase an aggregate of 25,723 shares of common stock at a purchase price of $87.78 per share for a period of five years. As of September 30, 2007, none of the $87.78 warrants had been exercised.

Stock Option Plans – The Company has two stock option plans, the 1994 Equity Incentive Plan (1994 Plan) and the 2001 Incentive Plan (the 2001 Plan).

Under the terms of the 1994 Plan, the Company may no longer award any options. All options previously granted under the 1994 Plan may be exercised at any time up to ten years from the date of award. During the nine-month period ended September 30, 2007, no options were granted or exercised and 47 options were cancelled under the 1994 Plan.

Under the terms of the 2001 Plan, the Company may grant options to purchase up to a maximum of 2,373,809 shares of common stock to certain employees, directors and consultants. During the nine months ended September 30, 2007, 1,770,000 options were granted, no options were exercised and 46,587 options were cancelled under the 2001 Plan.

Stock and Stock Option Issuances Outside the Stock Option Plans – During the nine months ended September 30, 2006, options to purchase an aggregate of 945,000 shares of common stock were granted to executive officers and directors of the Company, during the nine months ending September 30, 2007, 65,000 options have been cancelled. One third of the options vested on the date of grant and the remaining options vest over a two year period with an exercise price of $1.62 per share.

During the nine months ended September 30, 2006, 75,000 shares of restricted stock were granted to Robert J. DeLuccia, the Company’s Chief Executive Officer. The restricted stock vests if and when the Company’s common stock trades at or above $4.00 per share for thirty consecutive trading days.

No stock or stock options were issued outside the Stock Option Plans during the nine month period ended September 30, 2007.

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(6) Comprehensive Loss

Comprehensive loss is equal to the Company’s net loss for the nine months ended September 30, 2007 and 2006.

(7) Recent Accounting Pronouncements

In June of 2006, the FASB issued Financial Interpretation (“FIN”) 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS 109, “Accounting for Income Taxes”. The interpretation was effective for fiscal years beginning after December 15, 2006. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows.

On September 15, 2006, the FASB issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”). This statement provides enhanced guidance for using fair value to measure assets and liabilities. This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 does not expand the use of fair value in any new circumstances. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently assessing the impact of SFAS 159 on our financial results.

(8) Subsequent Events

In July 2007, the Company entered into an option agreement with Genaera Corporation pursuant to which the Company paid $250,000 for an option to acquire exclusive worldwide license rights for drug uses of Suponex™ (pexiganan acetate), a novel, small peptide anti-infectivefor topical treatment of patients with mild diabetic foot infection, from Genaera Corporation pursuant to a license agreement. On October 3, 2007, the Company exercised the Option and entered into the license agreement thereby acquiring the exclusive worldwide license rights for the drug uses of Suponex (pexiganan acetate).

Under the terms of the license agreement, the Company will pay Genaera a fee of $1 million through February 1, 2008. The deal terms also include payments of $7 million to Genaera upon the achievement of certain clinical and regulatory milestones through

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approval, sales-based milestones of up to $35 million, and 10% royalty payments on net sales. In addition, the Company will assume all clinical development, manufacturing and regulatory activities for Suponex (pexiganan acetate). The Company will require additional funding to fully develop the product.

On October 10, 2007, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued in a private placement 5,891,667 shares of its common stock and five-year warrants to purchase 1,767,500 shares of the Company’s common stock at an exercise price of $0.60 per share, for aggregate proceeds of $3,535,000. In connection with the private placement, all of the 752.25 then outstanding shares of the Company’s Series C Cumulative Convertible Preferred Stock were converted into a total of 12,571,850 shares of common stock. In addition, outstanding warrants to purchase 8,648,102 shares of common stock previously issued with the Series C Preferred have been reset to purchase 17,885,848 shares of common stock at an exercise price of $.60 per share, pursuant to anti-dilution provisions of those warrants.

In connection with the private placement, the Company entered into a Director Designation Agreement dated as of October 1, 2007 with SCO Capital Partners, LLC ("SCO"), a current stockholder and a purchaser in the private placement, pursuant to which, for so long as SCO holds 20% of the Company’s outstanding common stock, SCO has the right to designate two individuals to serve on the Company’s board of directors. SCO previously held the right to designate two individuals to serve on the Company’s board of directors for so long as it held 20% of the Company’s outstanding Series C Preferred.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Note Regarding Forward Looking Statements

This report and the documents incorporated in this report by reference may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “intend,” “look forward,” “may,” “planned,” “potential,” “should,” “will,” and “would.” These forward-looking statements reflect our current expectations and are based upon currently available data. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors include, but are not limited to: our history of operating losses, our decision to discontinue research and development activities and our need for additional external financing; our need for significant additional product development efforts and additional financing; technological uncertainty relating to transdermal drug delivery systems; the early stage of development of our proposed products; the lack of success of our prior development efforts; uncertainties related to clinical trials of our proposed products; uncertainties relating to government regulation and regulatory approvals; our dependence on third parties for the FDA application process; uncertainties regarding market acceptance of our product candidates; uncertainties regarding the potential health risks of hormone replacement therapies; our ability to identify and obtain rights to products or technologies in order to build our portfolio of product candidates; our ability to recruit additional key employees; our limited personnel and our dependence on continued access to scientific talent; no assurance of our entering into license arrangements; our lack of laboratory facilities and scientific personnel and uncertainties regarding our reliance on third parties to conduct research and development activities for our technologies and product candidates; uncertainties relating to competition, patents and proprietary technology; our dependence on third parties to conduct research and development activities; our dependence on third-party suppliers and manufacturers; uncertainties relating to risks of product liability claims, lack of product liability insurance, and expense and difficulty of obtaining adequate insurance coverage; our majority shareholders, who own a large portion of our voting stock, could control company decisions and could substantially lower the market price of our common stock if they were to sell large blocks of our common stock in the future; uncertainty of pharmaceutical pricing and related matters; volatility of our stock price; the effect that our quotation on the OTC Bulletin Board will have on the liquidity of our common stock; and dilution of our shares as a result of our contractual obligation to issue shares in the future. Additional information on these and other factors which could affect the Company’s actual results and experience are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and, in particular, the section entitled “Risk Factors”.

These or other events or circumstances could cause our actual performance or financial results in future periods to differ materially from those expressed in the forward-looking statements. We undertake no obligation to make any revisions to the forward-looking statements contained in this report or the documents incorporated by reference in this report, or to update

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the forward-looking statements to reflect events or circumstances occurring after the date of this report.

General

On December 30, 2005 we implemented a 1-for-7 reverse stock split of our common stock and on February 9, 2006 we implemented a subsequent 1-for-6 reverse stock split of our common stock. Unless otherwise noted, data used throughout this Quarterly Report on Form 10-Q has been adjusted to reflect these reverse splits.

We are a specialty pharmaceutical company that develops and seeks to commercialize pharmaceutical products. Currently, our portfolio of proprietary product candidates includes formulations based on our drug delivery technologies: SEPA^®, MacroDerm^TM, and DermaPass^TM, as well as other product formulation technologies. Our SEPA topical drug delivery technology (SEPA is an acronym for "Soft Enhancement of Percutaneous Absorption," where "soft" refers to the reversibility of the skin effect of the technology, and "percutaneous" means "through the skin") enhances the efficiency and rate of diffusion of drugs into and through the skin.

Our lead product candidate is EcoNail^®, a topically applied SEPA-based econazole lacquer for the treatment of onychomycosis, a condition commonly known as nail fungus. We recently acquired exclusive worldwide license rights to Suponex (pexiganan acetate), a novel topical anti-infective for the treatment of diabetic foot infection, which has already completed two Phase 3 trials. Our other clinical stage product candidate, Opterone^®, is a topically applied SEPA-based testosterone cream designed to treat male hypogonadism. In addition to EcoNail, Suponex (pexiganan acetate) and Opterone, our pipeline of early-stage product candidates is based on our SEPA, MacroDerm and DermaPass drug delivery technologies.

Key elements of our strategy to become a leading provider of specialty pharmaceuticals include: continuing clinical development of our lead product candidates, EcoNail and Suponex (pexiganan acetate); creating value through strategic partnerships; in-licensing selected products and technologies; and leveraging and expanding our existing technologies to develop new products.

Since inception, we have been engaged primarily in research and development. We have not generated any meaningful revenues from operations and we have sustained significant operating losses. We anticipate that we will continue to incur significant losses for the foreseeable future. We cannot guarantee that we will be successful in commercializing our products, or that we will ever become profitable. As of September 30, 2007, we had an accumulated deficit of $86,829,366. Our product candidates are in discovery or developmental stages and must undergo a rigorous regulatory approval process, which includes costly and extensive pre-clinical and clinical testing, to demonstrate safety and efficacy before we can market any resulting product. To date, neither the FDA nor any of its international equivalents has approved any of our product candidates for marketing.

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Our results of operations can vary significantly from year-to-year and quarter-to-quarter, and depend, among other factors, on:

• the progress of clinical trials we conduct;

• the degree of our research, marketing and administrative efforts;

• our ability to raise additional capital;

• the signing of licenses and product development agreements;

• the timing of revenues recognized pursuant to license agreements; and

• the achievement of milestones by licensees.

The timing of our revenues may not match the timing of our associated product development expenses. To date, our research and development expenses generally have exceeded our revenues in any particular period or fiscal year.

We expect to continue to spend significant amounts on developing and seeking regulatory approval of our lead products, EcoNail and Suponex (pexiganan acetate). Ultimately, if we receive regulatory approval for either EcoNail or Suponex (pexiganan acetate), significant expenses may be incurred in connection with its commercialization. In addition, we also plan to identify and develop, internally, through in-licensing, or through other collaborative arrangements, additional product candidates and technologies that fit within our growth strategy. If we identify and license potential product candidates, we will incur additional costs in connection with acquisition, development, testing and seeking regulatory approval of those product candidates.

We believe that our existing cash, cash equivalents and short term investments of $1,762,960 as of September 30, 2007, plus the funds raised on October 10, 2007 will be sufficient to meet our current operating expenses and capital expenditure requirements through the first quarter of 2008. On October 10, 2007, the Company closed a private placement with gross proceeds of $3,535,000. See Footnote 8 – Subsequent Events to the Financial Statements. The Company’s continuation as a going concern depends on its ability to obtain additional financing, to consummate a strategic transaction or to make alternative arrangements to fund its operations. There can be no assurance that the Company will be able to obtain additional financing, to consummate a strategic transaction, or to make alternative arrangements to fund its operations. The Company’s cash requirements may vary materially from those now planned because of changes in the focus and direction of its research and development programs, identification of additional product candidates and technologies, competitive and technical advances, patent developments or other developments related to the status of fund raising.

Research and Development Expenses. Research and development expenses consist of:

• payments to consultants, investigators, contract research organizations and

manufacturers in connection with our pre-clinical and clinical trials;

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• costs associated with conducting our clinical trials;

• costs of developing and obtaining regulatory approvals; and

• allocable costs, including occupancy and depreciation.

Because a certain portion of our research and development expenses (including contract research organization costs, manufacturing costs, consulting costs and allocable costs such as occupancy and depreciation) benefit multiple projects or our drug delivery technologies in general, we do not track these expenses by project. For the three month period ended September 30, 2007, we spent $490,788 on research and development, including $127,913 in costs associated with a clinical trial for EcoNail, and $314,284 in costs associated with the in licensing of Suponex (pexiganan acetate) and $48,591 in costs not specifically tracked to a project. For the three month period ended September 30, 2006, we spent $332,295 on research and development, including $271,504 in costs associated with a clinical trial for EcoNail and $60,791 in costs not specifically tracked to a project. For the nine-month period ended September 30, 2007, we spent $1,047,187 on research and development, including $592,742 in costs associated with a clinical trial for EcoNail, and $314,284 in costs associated with the in licensing of Suponex (pexiganan acetate) and $140,161 in costs not specifically tracked to a project. For the nine month period ended September 30, 2006, we spent $488,520 on research and development, including $419,351 in costs associated with a clinical trial for EcoNail and $69,169 in costs not specifically tracked to a project.

Each of our research and development programs is subject to risks and uncertainties, including the requirement to seek regulatory approval, that are outside of our control. Moreover, the product candidates identified in these research and development programs, which currently are in developmental stages, must overcome significant technological, manufacturing and marketing challenges before they can be successfully commercialized. As a result of these risks and uncertainties, we are unable to predict with any certainty the period in which material net cash inflows from these projects could be expected to commence or the completion date of these programs. For example, we are seeking a partner to advance development of our Opterone product candidate. We cannot predict whether our efforts to find a partner will be successful nor can we predict the manner and timing in which any eventual partner may elect to pursue development of Opterone. Moreover, we may elect not to develop Opterone further if we cannot find a partner. In addition, these risks and uncertainties also prevent us from estimating with any certainty the specific timing and future costs of our clinical development programs, although historical trends at similarly situated companies indicate that research and development expenses tend to increase in later stages of clinical development. Our failure to obtain requisite governmental approvals timely or at all will delay or preclude us from licensing or marketing our products or limit the commercial use of our products, which could adversely affect our business, financial condition and results of operations.

Marketing, General and Administrative Expenses. Marketing, general and administrative expenses consist primarily of salaries and other related costs for personnel, marketing and promotion, professional fees and facilities costs. Assuming we are able to raise sufficient capital, we anticipate that marketing, general and administrative expenses will increase over the next several years as we begin, when appropriate, to license, partner, or market our product candidates if and when they receive regulatory approval.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to our financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2006, includes a summary of the significant accounting policies and methods we use in the preparation of our financial statements. The following is a brief discussion of the more significant accounting policies and methods that affect the judgments and estimates used in the preparation of our financial statements.

Patent Assets. We defer costs and expenses incurred in connection with pending patent applications. We amortize costs related to successful patent applications over the estimated useful lives of the patents using the straight-line method. We charge accumulated patent costs and deferred patent application costs related to patents that are considered to have limited future value to operations. Estimates we use to determine the future value of deferred patent costs include analysis of potential market size, time and cost to complete clinical trials, anticipated interest in our products and potential value for licensing or partnering opportunities. We recognize revenues derived or expected to be derived from the sale, assignment, transfer, or licensing of patents or other intellectual property based upon the terms of the relevant agreement.

Research and Development. Research and development costs are expensed in the period in which they are incurred.

Warrants Liability. Based on certain terms in the warrants that we issued in connection with the sale of our Series C Cumulative Convertible Preferred Stock, we determined that the warrants should be classified as a liability and valued at fair market value each reporting period, with the changes in fair value recorded in earnings, in accordance with EITF 00-19, “Accounting for Derivative Financial Investments Indexed to, and Potentially Settled in, a Company’s Own Stock.” We will continue to evaluate the warrants under EITF 00-19 to determine when, if ever, they meet certain criteria under EITF 00-19 for permanent equity.

Results of Operations

We had no revenues for the three and nine month periods ending September 30, 2007 and September 30, 2006. For the year ending December 31, 2007, we do not expect to have any revenues.

For the three month period ended September 30, 2007, research and development costs increased by $158,493, or 47.7% to $490,788 from $332,295 in the three month period ended September 30, 2006. The increase is primarily attributable to the in licensing costs of the Suponex (pexiganan acetate) product of $314,284, offset in part by a decrease in spending on the EcoNail clinical trial of $143,591 in the three month period ended September 30, 2007 compared with the same period in 2006. There was also a decrease in general research and development costs of approximately $12,200 for the three months ended September 30, 2007.

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For the nine month period ended September 30, 2007, research and development costs increased by $558,667, or 114.4%, to $1,047,187 from $488,520 in the nine month period ended September 30, 2006. The increase is primarily attributable to the increase in spending on the EcoNail clinical trial of $173,391 in the nine month period ended September 30, 2007 compared with the same period in 2006, as well as an increase in general research and development consulting costs of approximately $71,000, in addition to costs of $314,284 associated with the in licensing of Suponex (pexiganan acetate). We expect research and development spending to increase for the last quarter from the level seen in the first three quarters of 2007 as we continue the clinical trial for EcoNail and formulation development of Suponex (pexiganan acetate).

For the three month period ended September 30, 2007, marketing, general and administrative costs increased by $23,453, or 2.8% to $851,925 from $828,472 in the three month period ended September 30, 2006. The increase is attributable to increases in legal, audit and patent related costs of $87,335, investor relations of $56,636 and an increase in stock based compensation of $19,333. The increase was partially offset by decreases in salary and related expenses of $32,640, insurance of $10,284, travel and conferences of $39,304, and rent and other office related expenses of $38,888.

For the nine month period ended September 30, 2007, marketing, general and administrative costs decreased by $191,972, or 6.5%, to $2,754,187, from $2,946,159 in the nine month period ended September 30, 2006. The decrease is primarily attributable to the expensing of stock options granted to employees based on the fair value on the date of the grant. The amount expensed for the nine month period ended September 30, 2007 was $456,482 compared to $804,489 for the nine month period ended September 30, 2006, resulting in a decrease in the expense of $348,007. There was also a decrease in salary and related expenses of $54,523, shareholder related expenses of $99,860, travel and conferences of $62,719, office related expenses of $19,806 and insurance costs of $29,150. The decrease was partially offset by increases in legal, audit and patent related costs of $229,088 and consulting and investor relations expenses of $205,061. For the last quarter of 2007, we expect the marketing, general and administrative spending to approximate the same level as seen in the first three quarters of 2007.

Other income and expense decreased by $1,243,012 to a gain of $602,918 in the three month period ended September 30, 2007 from a gain of $1,845,930 in the three month period ended September 30, 2006. The decrease is primarily attributable to a decrease in the gain associated with the change in value of the warrant liability of $1,179,528 for the three month period ended September 30, 2007. Interest income also decreased by $63,484, or 90.8% to $6,445 in the three month period ended September 30, 2007 from $69,929 in the three month period ended September 30, 2006. The decrease in interest expense is due to less cash available for investing purposes during the three month period ended September 30, 2007.

Other income and expense decreased by $7,733,310 to a loss of $1,066,806 in the nine month period ended September 30, 2007 from a gain of $6,538,914 in the nine month period ended September 30, 2006. The decrease is primarily attributable to an increase in the loss associated with the change in value of warrant liability of $7,544,229. Interest income also decreased by $129,491, or 68.5%, to $59,590 in the nine month period ended September 30, 2007 from $189,081 in the nine month period ended September 30, 2006. The decrease in

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interest income is due to less cash available for investing purposes during the nine month period ended September 30, 2007.

For the reasons described above, the Company’s financial statements reflect a net loss of $739,795 in the three month period ended September 30, 2007 compared with a net gain of $685,163 in the three month period ended September 30, 2006. For the nine month period ended September 30, 2007, the Company’s financial statements reflect a net loss of $4,868,180 compared to a net gain of $3,104,235 in the nine month period ended September 30, 2006.

Liquidity and Capital Resources

Since inception, our primary source of funding for our operations has been the private and public sale of our securities, and, to a lesser extent, the licensing of our proprietary technology and products, research collaborations, feasibility studies, government grants and the limited sales of products and test materials. During the first nine months of 2007, we did not receive any proceeds from the exercise of options or warrants or from the sale of our securities. During the first nine months of 2006, we received gross proceeds of $5,755,000 ($5,186,908 net of cash issuance costs) as a result of the sale of our Series C Cumulative Convertible Preferred Stock in a private placement financing transaction, but no proceeds from the exercise of options and warrants.

At September 30, 2007, working capital was approximately $1.6 million, compared to $5.5 million at September 30, 2006. The decrease in our working capital reflects use of funds in operations. Until such time as we obtain agreements with third-party licensees or partners to provide funding for our anticipated business activities, or otherwise generate revenue from the commercialization of our products, we will use our working capital to fund our operating activities.

Pursuant to a plan approved by our Board of Directors in 1998, we are authorized to repurchase 23,809 shares of our common stock to be held as treasury shares for future use. During the nine month period ended September 30, 2007, we did not repurchase any shares of common stock. At September 30, 2007, 529 repurchased shares remain available for future use and 16,180 shares remain available for repurchase under the plan.

The Company had no capital expenditures or patent development costs for the three and nine month periods ended September 30, 2007. Capital expenditures and patent development costs were $40,770 for the nine month period ended September 30, 2006. We anticipate additional capital and patent expenditures will be approximately $25,000 for the remainder of the fiscal year ending December 31, 2007.

As of September 30, 2007, we had $1,762,960 in cash, cash equivalents and short-term investments. We believe that our existing cash, cash equivalents and short-term investments, plus the funds raised on October 10, 2007 will be sufficient to meet our current operating expenses and capital expenditure requirements through the first quarter of 2008. On October 10, 2007 the Company closed a private placement with gross proceeds of $3,535,000. See Footnote 8 – Subsequent Events to the Financial Statements. The Company’s continuation as a going concern depends on its ability to obtain additional financing, to consummate a strategic transaction or to make alternative arrangements to fund its operations. There can be no assurance that the

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Company will be able to obtain additional financing, to consummate a strategic transaction, or to make alternative arrangements to fund its operations. Our cash requirements may vary materially from those now planned because of changes in the focus and direction of our research and development programs, identification of additional product candidates and technologies, competitive and technical advances, patent developments or other developments related to the status of fund raising. We will require additional financing to continue operations after we exhaust our current capital resources and to continue our long-term plans for clinical trials and new product development. We expect to continue financing our operations through sales of our securities, strategic alliances or other financing vehicles, if any, that might become available to us on terms that we deem acceptable.

We do not enter into financial instrument transactions for trading or speculative purposes. We do not intend to establish any special purpose entity and do not have any material off balance sheet financing transactions. We do not believe that inflation will have any significant effect on the results of our operations.

At September 30, 2007, the Company had no long term commitments. On October 5, 2007 the Company entered into a one year lease for office facilities commencing on February 1, 2008 and expiring on January 31, 2009, for a total commitment of $118,503.

Recent Accounting Pronouncements

In June of 2006, the FASB issued Financial Interpretation (“FIN”) 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS 109, “Accounting for Income Taxes”. The interpretation was effective for fiscal years beginning after December 15, 2006. The adoption of this new standard did not have a material impact on our financial position, results of operations or cash flows.

On September 15, 2006, the FASB issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”). This statement provides enhanced guidance for using fair value to measure assets and liabilities. This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 does not expand the use of fair value in any new circumstances. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently assessing the impact of SFAS 159 on our financial results.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Cash, Cash Equivalents and Short-Term Investments

As of September 30, 2007, we were exposed to market risks, which relate primarily to changes in U.S. interest rates. Our cash equivalents and short-term investments are subject to interest rate risk and will decline in value if interest rates increase. Due to the short duration of these financial instruments, generally one year or less, changes in interest rates would not have a material effect on our financial position. A hypothetical 10% change in interest rates would not have a material effect on our Statement of Operations or Cash Flows for the nine months ending September 30, 2007.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out a review, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in the SEC rules promulgated under the Securities Exchange Act of 1934, as amended), which are designed to ensure that information required to be disclosed in our Securities and Exchange Commission reports is properly and timely recorded, processed, summarized and reported. Based upon that review, our Chief Executive Officer and Chief Financial Officer concluded that while our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic filings with the Securities and Exchange Commission, there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. This constitutes a significant deficiency in financial reporting. However, at this time management has decided that, considering the employees involved and the control procedures in place, the risks associated with such lack of segregation are insignificant, and the potential benefits of adding additional employees to clearly segregate duties do not justify the expenses associated with such increases. Management will continue to evaluate this segregation of duties.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A. Risk Factors.

Except as set forth below, there have been no material changes to the risk factors included in Item 1A of Part I of our annual Report on Form 10-K for the year ended December 31, 2006.

Federal regulatory reforms may create additional burdens that would cause us to incur additional costs and may adversely affect our ability to commercialize our products.

From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. For example, on September 27, 2007, the Food and Drug Administration Amendments Act of 2007 (the “FDAAA”) was enacted, giving the FDA enhanced post-market authority, including the authority to require post-market studies and clinical trials, labeling changes based on new safety information, and compliance with a risk evaluation and mitigation strategy approved by the FDA. The FDA’s post-market authority takes effect 180 days after the enactment of the law. Failure to comply with any requirements under the FDAAA may result in significant penalties. The FDAAA also authorizes significant civil money penalties for the dissemination of false or misleading direct-to-consumer advertisements and allows the FDA to require companies to submit direct-to-consumer television drug advertisements for FDA review prior to public dissemination. Additionally, the new law expands the clinical trial registry so that sponsors of all clinical trials, except for Phase I trials, are required to submit certain clinical trial information for inclusion in the clinical trial registry data bank. In addition to the FDAAA, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is impossible to predict whether further legislative changes will be enacted, or FDA regulations, guidance or interpretations will change, and what the impact of such changes, if any, may be.

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Item 6. Exhibits.

The following is a list of exhibits to this Quarterly Report on Form 10-Q:

3.1	Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-13634).
3.2	Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 5 to the Company’s Current Report on Form 8-K dated August 13, 1999 (File No. 0-13634).
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MacroChem Corporation

(Registrant)

November 13, 2007	/s/  Robert J. DeLuccia
	Robert J. DeLuccia President and Chief Executive Officer (Principal Executive Officer)

/s/  Bernard R. Patriacca

Bernard R. Patriacca

Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

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EXHIBIT INDEX

The following is a list of exhibits to this Quarterly Report on Form 10-Q:

3.1	Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-13634).
3.2	Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 5 to the Company’s Current Report on Form 8-K dated August 13, 1999 (File No. 0-13634).
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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