1 EXHIBIT 11 TECHNICLONE CORPORATION COMPUTATION OF NET INCOME (LOSS) PER SHARE Year Ended April 30, -------------------------------------------- 1997 1996 1995 ------------ ----------- ----------- NET LOSS PER SHARE: Net Loss Attributable to Common Stock $(33,725,766) $(5,562,664) $(6,911,635) ------------ ----------- ----------- Weighted average number of common shares outstanding(1) 21,429,858 18,466,359 15,794,811 ------------ ----------- ----------- Net (loss) per share $ (1.57) $ (.30) $ (.44) ============ =========== =========== CALCULATION OF NET LOSS PER SHARE ASSUMING INCLUSION OF COMMON STOCK EQUIVALENTS: Net Loss Attributable to Common Stock $(33,725,766) $(5,562,664) $(6,911,635) ------------ ----------- ----------- Weighted average number of common shares outstanding(1) 21,429,858 18,466,359 15,794,811 Common equivalent shares assuming issuance of shares represented by outstanding stock options and warrants(3) 1,673,849 1,852,300 1,339,842 ------------ ---------- ----------- Weighted average number of common and common equivalent shares outstanding 23,103,707 20,318,659 17,134,653 ------------ ----------- ----------- Net (loss) per share(2) $ (1.46) $ (.27) $ (0.40) ============ =========== =========== CALCULATION OF FULLY DILUTED NET INCOME (LOSS) PER SHARE, ASSUMING CONVERSION OF PREFERRED STOCK AT THE BEGINNING OF THE RESPECTIVE YEAR: Net Loss Attributable to Common Stock $(33,725,766) $(5,562,664) $(6,911,635) Dividend accretion on Class B and Class C Preferred Stock 544,481 560,467 Accretion of Class B Preferred Stock discount 5,327,495 ------------ ----------- ----------- Adjusted net income (loss) assuming conversion of Class B and Class C Preferred Stock at beginning of year $(33,181,285) $ 325,298 $(6,911,635) ------------ ----------- ----------- Weighted average number of common shares outstanding(1) 21,429,858 18,466,359 15,794,811 Common equivalent shares assuming issuance of shares represented by outstanding stock options and warrants(3) 1,673,849 1,852,300 1,339,842 Common equivalent shares assuming conversion of convertible debt and issuance of shares upon conversion of preferred stock(4) 1,119,864 1,342,946 573,000 ------------ ----------- ----------- Weighted average number of common and common equivalent shares outstanding 24,223,571 21,661,605 17,707,653 ------------ ----------- ----------- Net income (loss) per share(2) $ (1.37) $ .02 $ (.39) ============ =========== =========== - ----------------------- (1) The weighted average number of common shares outstanding during each of the periods was calculated by dividing the sum of each days actual shares outstanding by the number of days in the year. (2) As the indicated calculations result in the dilution of the loss per common share or income per common share (i.e: antidilutive), the amounts were not presented in the accompanying financial statements. (3) Amounts represent the incremental shares that would have to be issued for outstanding stock options and warrants utilizing the treasury stock method. (4) Amounts were calculated assuming conversion of convertible notes payable (1995) or preferred stock at the beginning of the year or at the issuance date, if later (1996 and 1997). Additionally, the stock was assumed to be converted rather than redeemed, as it is the Company's intention not to redeem the preferred stock for cash. The preferred stock is not considered a common stock equivalent.