SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED: MARCH 31, 1996 COMMISSION FILE NO.: 0-20138
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PHARMAGENICS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3072524
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 PEARL COURT, ALLENDALE, NEW JERSEY 07401-1623
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(Address of Principal Executive Offices (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (201) 818-1000
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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 periods 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 ______
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Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date: Common Stock, $.01 par value,
451,608 Shares at May 1, 1996.
PHARMAGENICS, INC.
INDEX TO FORM 10-Q
Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets as of March 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . .. . . . . . . . 3
Statements of Operations for the Three Month
periods ended March 31, 1996 and March 31, 1995 . . . . . . . . 4
Statements of Cash Flows for the Three Month periods ended
March 31, 1996 and March 31, 1995. . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . 9
PART II. ITEM 6. Exhibits and Reports on Form 8-K.. . . . . . . . . . 11
-2-
PHARMAGENICS, INC.
BALANCE SHEETS
March 31, 1996 December 31, 1995
--------------- ------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,137,863 $ 1,639,182
Accounts receivable 106,842 --
Prepaid expenses 41,190 22,970
--------------- ---------------
Total current assets 4,285,895 1,662,152
Property and equipment, net of $1,793,695 and
$1,705,980 of accumulated depreciation 917,149 996,048
Other assets 35,425 35,425
--------------- ---------------
Total assets $ 5,238,469 $ 2,693,625
--------------- ---------------
--------------- ---------------
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 928,913 $ 942,736
Deferred revenue 854,400 1,038,400
Capital lease obligations - current 262,946 321,650
--------------- ---------------
Total current liabilities 2,046,259 2,302,786
Capital lease obligations - long-term 35,876 39,280
--------------- ---------------
Total liabilities 2,082,135 2,342,066
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Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock - $.01 par value;
10,000,000 shares authorized;
Series A convertible preferred stock
2,160,000 shares issued and outstanding,
liquidation preference $4,017,600 21,600 21,600
Series B convertible preferred stock
2,138,399 shares issued and outstanding,
liquidation preference $16,038,000 21,384 21,384
Series C convertible preferred stock
issued and outstanding 3,076,556 in 1996
and 1,356,592 shares in 1995,
liquidation preference $6,614,595 30,765 13,566
Common stock - $.01 par value,
15,000,000 shares authorized,
issued and outstanding 451,608 shares 4,516 4,516
Additional paid-in capital 26,070,690 22,394,917
Accumulated deficit (22,835,047) (21,939,837)
Deferred compensation (157,574) (164,587)
--------------- ---------------
Total stockholders' equity 3,156,334 351,559
--------------- ---------------
Total liabilities and stockholders' equity $ 5,238,469 $ 2,693,625
--------------- ---------------
--------------- ---------------
The accompanying notes are an integral part of these financial statements.
-3-
PHARMAGENICS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended March 31,
------------------------------------
1996 1995
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Revenues:
Research contracts $ 498,470 $ 525,000
License fees and royalties -- 477
Grants -- 9,000
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Total revenues 498,470 534,477
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Costs and expenses:
Research and development 1,090,645 1,033,308
General and administrative 330,708 336,058
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Total costs and expenses 1,421,353 1,369,366
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Loss from operations (922,883) (834,889)
Interest expense (14,488) (92,912)
Interest income 42,161 7,209
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NET LOSS $ (895,210) $ (920,592)
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-------------- -------------
Net loss per common share $ (1.98) $ (2.04)
-------------- -------------
-------------- -------------
Weighted average common
shares outstanding 451,608 451,208
-------------- -------------
-------------- -------------
The accompanying notes are an integral part of these financial statements.
-4-
PHARMAGENICS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended March 31,
----------------------------
1996 1995
OPERATING ACTIVITIES: ------------ -----------
Net loss $ (895,210) $ (920,592)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 87,715 98,407
Amortization of deferred compensation expense 2,063 --
Expense incurred for warrants issued below
fair market value -- 55,000
Interest on loans converted into Series C
preferred stock -- 13,585
Changes in operating assets and liabilities:
(Increase) in accounts receivable (106,842) --
(Increase) in prepaid expenses (18,220) (36,079)
Decrease in other assets -- 15,840
(Decrease) in accounts payable and
accrued expenses (13,823) (154,134)
(Decrease) increase in deferred revenue (184,000) 280,000
------------ -----------
Net cash used in operating activities (1,128,317) (647,973)
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INVESTING ACTIVITIES:
Capital expenditures (8,816) (6,487)
------------ -----------
Net cash used in investing activities (8,816) (6,487)
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FINANCING ACTIVITIES:
Issuance of Series C convertible preferred stock 3,697,922 --
Payments on capital lease obligations (62,108) (62,558)
Proceeds from loan payable -- 1,000,000
------------ -----------
Net cash provided by financing activities 3,635,814 937,442
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NET INCREASE IN CASH AND CASH EQUIVALENTS 2,498,681 282,982
Cash and cash equivalents at beginning of period 1,639,182 753,038
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,137,863 $ 1,036,020
------------ -----------
------------ -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 14,488 $ 24,327
------------ -----------
------------ -----------
The accompanying notes are an integral part of these financial statements
-5-
PHARMAGENICS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - THE COMPANY
PharmaGenics, Inc. (the "Company"), a Delaware corporation, was
incorporated on August 11, 1989 and is an integrated drug discovery company
principally engaged in the discovery and development of therapeutics based upon
tumor suppressor genes and other cancer-related genes. The Company utilizes its
proprietary SAGE (Serial Analysis of Gene Expression) technology to evaluate and
identify genes that are abnormally expressed in cancer and other diseases,
designs assays and implements high-throughput screens for identification of
therapeutic lead compounds, and exploits its proprietary combinatorial chemistry
technology to generate drug candidates targeting proteins relevant to cancer as
well as other diseases.
The Company is subject to a number of risks similar to those of other
companies at this stage of development, including, among others, dependence on
key individuals; the development of commercially usable products and processes;
competition from substitute products or alternative processes; the impact of
research and product development activities of competitors of the Company, many
of whom have greater financial or other resources than those of the Company;
uncertainties related to clinical trials; uncertainties related to technological
improvements and advances; the ability to obtain adequate additional financing
necessary to fund operations and product development; uncertainties of obtaining
required regulatory approvals; and uncertainties of future profitability. The
Company expects to incur substantial additional costs before it can begin to
generate revenue from product sales, including costs related to ongoing research
and development activities, preclinical studies and regulatory compliance, and
for hiring additional management, manufacturing, scientific, sales and
administrative personnel.
The Company was able to obtain additional financing in 1995 and in the first
quarter of 1996. As a result, the Company believes that its current cash
resources and other available funding sources are sufficient to fund operations
into early 1997. Since the Company will require additional funds before it is
able to generate revenues sufficient to fund its operations beyond early 1997,
it is seeking additional financing through a variety of strategies, including
corporate collaborations and other financing vehicles, and might also seek to
access the public market. There is no assurance that continued funding will be
available to the Company or that, if available, the amounts will be sufficient
or the terms will be acceptable to the Company.
NOTE 2 - BASIS OF PREPARATION
The information presented at March 31, 1996 and for the three month
period then ended is unaudited, but includes all adjustments (consisting only of
normal recurring adjustments) which the Company's management believes to be
necessary for the fair presentation of results for the periods presented. These
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not contain certain of the information and footnotes required by generally
accepted accounting principles for annual financial statements. These financial
statements should, therefore, be read in conjunction with the Company's audited
financial statements for the year ended December 31, 1995, which were included
as part of the Company's Annual Report on Form 10-K. The December 31, 1995
balance sheet was derived from audited financial statements.
-6-
PHARMAGENICS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 - BASIS OF PREPARATION (CONTINUED)
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - ACCOUNTS RECEIVABLE
In March 1996, the Company billed a collaborator, Boehringer Mannheim,
GmbH, for contract research services performed. Payment in full was received in
April 1996.
NOTE 4 - SERIES C CONVERTIBLE PREFERRED STOCK
In February 1996, the Company held a final closing on 1,719,964
additional shares of Series C convertible preferred stock for proceeds to the
Company of approximately $3,698,000 in a private placement offering that
commenced in December 1995. The offering was made directly by the Company to
the holders of the Company's other preferred stock and new investors. Including
an initial closing in December 1995, total shares sold in the private placement
were 2,099,522 and proceeds to the Company were approximately $4,514,000.
NOTE 5 - AGREEMENTS WITH PAINEWEBBER R&D PARTNERS III, L.P.
In May 1994, the Company entered into a series of agreements (the
"R&D Agreements") with PaineWebber R&D Partners III, L.P. (the
"Partnership"), pursuant to which the Partnership paid a $250,000 license fee
and agreed, subject to certain conditions, to pay the Company up to
$5,750,000 to conduct research and development on behalf of the Partnership
on targets previously identified by the Company pursuant to a development
plan originally projected to extend through March 31, 1996. The Company has
continued research activities under such development plan beyond March 31,
1996. In March 1995 the R&D Agreements were modified to, among other things,
expand the area of research under the development plan and to provide for
acceleration of $750,000 of research funding under the R&D Agreements into
1995. In addition, in September 1995 the Company converted a $1,000,000 loan
from the Partnership into Series C convertible preferred stock of the Company
in lieu of repayment in cash, and thereby reduced by $1,000,000 research
funding from the Partnership under the R&D Agreements. As of December 31,
1995, all funding pursuant to the R&D Agreements had been received.
Furthermore, as of December 31, 1995 and March 31, 1996, $1,038,400 and
$854,400, respectively, of the funding received represents deferred revenue
under the R&D Agreements, which relate to research activities to be completed
in 1996.
The R&D Agreements grant to the Company an option (the "Purchase
Option"), which in certain cases must be exercised, to purchase certain or all
of the rights owned by the Partnership as a result of activities under the R&D
Agreements ("Partnership Rights"). The Purchase Option terminates December 31,
1998 or earlier upon the occurrence of certain events. The Purchase Option
exercise price to acquire the Partnership Rights begins at $9.4 million and
increases quarterly after June 30, 1996 in increments up to $19.2 million. The
option price may be paid in whole or in part in shares of the Company's common
stock provided that such shares are registered under the Securities Act of 1933
and are tradable on a national securities exchange or The Nasdaq Stock Market
National Market System.
-7-
PHARMAGENICS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - AGREEMENTS WITH PAINEWEBBER R&D PARTNERS III, L.P. (CONTINUED)
In consideration for the Purchase Option, the Company issued to the Partnership
a warrant to purchase up to 1,000,000 shares of the Company's common stock (the
"Core Warrant") and a warrant to purchase up to an additional 666,667 shares of
the Company's common stock (the "Purchase Option Warrant"). With the
modification of the R&D Agreements in March 1995, the exercise price on both the
Core Warrant and the Purchase Option Warrant was fixed at $2.15 per share,
subject to antidilution provisions and other adjustments. The Core Warrant is
exercisable for a period of five years beginning 180 days following an initial
public offering of the Company's common stock (the "IPO") but beginning no later
than July 1, 1996. The Purchase Option Warrant is exercisable for a period of
four years generally beginning ninety days following the termination of the
Purchase Option. If an IPO has occurred and the Company exercises the Purchase
Option, the Purchase Option Warrant is subject to partial or full cancellation.
If the Company undergoes a change in control, as defined in the R&D Agreements,
the Partnership has an option to convert the amounts provided to the Company
under the R&D Agreements into equity of the Company. If such a conversion
occurs, the Purchase Option Warrant will be cancelled and the Company will
acquire sole rights to all technology under the R&D Agreements.
-8-
PHARMAGENICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 1996 were $498,470, a
decrease of $36,000 compared to the three months ended March 31, 1995. Research
contracts were the sole source of revenues for the three months ended March 31,
1996 and were the primary component of revenues for the comparable period in
1995.
For the first quarter of 1996, fifty-eight percent of revenues were
from a collaborative agreement with Boehringer Mannheim GmbH, thirty-seven
percent were earned under the R&D Agreements with the Partnership and the
balance was from a research agreement with Genetic Therapy, Inc. ("GTI").
Furthermore, as of March 31, 1996, the Company had received $854,400 of deferred
revenue under the R&D Agreements, which relate to research activities to be
completed after March 31, 1996. See Note 5 of Notes to Financial Statements.
Additionally, all funding pursuant to the research agreement with GTI had been
received and earned as of March 31, 1996. During the first quarter of 1995
research contract revenues were $525,000, ninety-five percent of which were
earned under the R&D Agreements with the Partnership.
Research and development expenses were $1,090,645 for the three months
ended March 31, 1996 compared to $1,033,308 for the three months ended March 31,
1995. Research expenses to support programs at collaborators increased by
approximately $96,000 and the Company paid bonuses to its research and
development staff in the first quarter of 1996 totalling approximately $69,000
in an effort to reduce employee turnover. Research staffing decreased to 27 at
March 31, 1996 from 35 at March 31, 1995 and from 32 at December 31, 1995,
resulting in a decrease of approximately $55,000 in compensation expense
(excluding the aforementioned bonuses) for the first quarter of 1996 compared to
the same period in 1995. Bonuses (other than sign-on bonuses at start of
employment) to research staff were not paid in 1995. As a result of lower
staffing, expenses for research supplies decreased by $17,500 in the first
quarter of 1996 compared to the first quarter of 1995. Depreciation and
amortization expense for equipment and leasehold improvements decreased by
approximately $16,000 as a result of such assets nearing full depreciation.
Research and development expenses also reflect a decrease totalling
approximately $12,000 in travel and equipment maintenance expenses in the first
quarter of 1996 compared to the same period in 1995.
General and administrative expenses were $330,708 for the three
months ended March 31, 1996 compared to $336,058 for the three months ended
March 31, 1995, a decrease of one and one-half percent primarily due to lower
professional fees. A decrease of approximately $34,000 in legal fees was
partially offset by the payment of bonuses to the Company's administrative
staff in the first quarter of 1996 totalling approximately $25,000, excluding
the bonus paid to the Company's president which was charged to expense in
the fourth quarter of 1995, and the amortization of approximately $4,000 of
deferred compensation expense in the first quarter of 1996. Bonuses (other
than sign-on bonuses at start of employment) to employees other than the
Company's president were not paid in 1995.
The Company's interest expense decreased to $14,488 for the first
quarter of 1996 from $92,912 for the first quarter of 1995, reflecting
borrowings of $1,000,000 under loan agreements in February 1995 and the related
issuance of warrants. The principal and accrued
-9-
PHARMAGENICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS(CONTINUED)
interest under the loan agreements were converted into Series C convertible
preferred stock as of September 30, 1995. Interest income increased in 1996 due
to higher cash and cash equivalent balances as a result of proceeds from the
private placement offering completed in February 1996.
Net losses were $895,210 for the three months ended March 31, 1996 and
$920,592 for the three months ended March 31, 1995. The decrease was due to the
swing from net interest expense of $85,703 in the first quarter of 1995 to net
interest income of $27,673 in the first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1996, the Company had cash and cash equivalents of
$4,137,863, an increase of $2,498,681 compared to December 31, 1995. In
February 1996, the Company held a final closing on 1,719,964 additional shares
of Series C convertible preferred stock for proceeds to the Company of
approximately $3,698,000 in a private placement offering that commenced in
December 1995. The offering was made directly by the Company to the holders of
the Company's other preferred stock and new investors. Including an initial
closing in December 1995, total shares sold in the private placement were
2,099,522 and proceeds to the Company were approximately $4,514,000.
During the first three months of 1996 cash used in operations increased to
$1,128,317 as compared to $647,973 used in operations during the same period
of 1995. The increase was primarily due to a reduction in funding under
research agreements. As of December 31, 1995, all funding pursuant to the
R&D Agreements had been received by the Company. Furthermore, as of March
31, 1996, all research funding pursuant to the research agreement with GTI
had been received by the Company. Funding required for operating activities
during the first quarter of 1996 was primarily provided by the use of cash
reserves and proceeds received from the private placement offering. Funding
required for operating activities during the same period of 1995 was provided
by the use of cash reserves, research contract revenues and funding received
under loan agreements. The loans were converted into Series C convertible
preferred stock as of September 30, 1995.
The Company expects to continue to finance its anticipated operating
losses and its capital expenditures from existing cash reserves and at least
$190,000 of grant funding in 1996 from the U.S. National Cancer Institute as the
Company's share under the Cooperative Agreement award received in September
1995. In addition, the Company might receive additional research payments in
1996 pursuant to the collaborative agreement with Boehringer Mannheim GmbH. The
amount and timing of such payments, however, are uncertain.
The Company believes that its current cash resources and the
aforementioned sources of funding are sufficient to fund operations into early
1997. The Company expects to incur substantial additional costs, however,
before it might begin to generate revenue from product sales, including costs
related to ongoing research and development activities, preclinical studies and
regulatory compliance, and for hiring additional management, manufacturing,
scientific, sales and administrative personnel. Since the Company will require
additional funds before it is able to generate revenues sufficient to fund
operations beyond early 1997, it is currently seeking
-10-
PHARMAGENICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
additional financing through a variety of strategies, including corporate
collaborations and other financing vehicles, and might also seek to access the
public market. There is no assurance that continued funding will be available
to the Company or that, if available, the amounts will be sufficient or the
terms will be acceptable.
The discussion above includes certain forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995,
regarding the Company's expectations of research and collaborative agreements,
operating expenses and access to capital. As such, actual results may vary
materially from such expectations. Among the meaningful factors that may affect
realization of such expectations are: dependence on key individuals; the
development of commercially usable products and processes; competition from
substitute products or alternative processes; the impact of research and product
development activities of competitors of the Company, many of whom have greater
financial or other resources than those of the Company; uncertainties related to
clinical trials; uncertainties related to technological improvements and
advances; the ability to obtain adequate additional financing necessary to fund
operations and product development; uncertainties of obtaining required
regulatory approvals; and uncertainties of future profitability. For additional
information concerning these and other important factors which may cause the
Company's actual results to differ materially from expectations, please refer to
the Company's Annual Report on Form 10-K and other reports filed by the Company
with the Securities and Exchange Commission.
PART II -- OTHER INFORMATION
-11-
EXHIBIT# DESCRIPTION AND METHOD OF FILING
- - -------- --------------------------------
3.1. Third Restated Certificate of Incorporation.(7)
3.1(a) Amendment to Third Restated Certificate of Incorporation.(8)
3.1(b) Certificate of Designation of Series C Convertible Preferred Stock.(9)
3.2. By-laws, as amended.(1)
4.1. Warrant Agreement dated November 14, 1991 by and between the Company
and American Stock Transfer & Trust Company, as Warrant Agent.(1)
4.2. Form of Warrant Certificate.(1)
4.3. Form of Common Stock Certificate and Series B Preferred Stock
Certificate.(1)
10.1. Lease dated November 20, 1990, as amended, between AETNA Life
Insurance Company and the Company.(1)
10.1(a) Third Amendment to Exhibit 10.1.(2)
10.1(b) Fourth Amendment to Exhibit 10.1.(8)
10.2. Letter Agreement dated June 8, 1990 between the Company and Michael I.
Sherman.(1)
10.3. Non-Transferable, Non-Qualified Stock Option Agreement dated March 27,
1991 between the Company and Michael I. Sherman.(1)
10.4. Restricted Stock Purchase Agreement dated April 24, 1991 between the
Company and Michael I. Sherman.(1)
10.5. Incentive Stock Option Agreement dated September 27, 1991 between the
Company and Michael I. Sherman.(1)
10.6. Letter Agreement dated February 15, 1991 between the Company and
Murray A. Goldberg.(1)
10.6(a) Letter Agreement dated November 17, 1994 between the Company and
Murray A. Goldberg.(1)
10.7. Non-Transferable, Non-Qualified Stock Option Agreement dated March 27,
1991 between the Company and Murray A. Goldberg.(1)
10.8. Incentive Stock Option Agreement dated September 27, 1991 between the
Company and Murray A. Goldberg.(1)
10.9. Letter Agreement dated July 27, 1990 between the Company and Alan F.
Cook.(2)
10.9(a) Letter Agreement dated November 17, 1994 between the Company and
Alan F. Cook.(2)
10.10. Convertible Preferred Stock and Warrant Purchase Agreement dated
April 24, 1991 among the company and HealthCare Ventures II, L.P. and
Everest Trust.(1)
10.11. Non-Transferable, Non-Qualified Stock Option Agreement dated March 27,
1991 between the Company and Alan F. Cook.(2)
10.12. Stockholders' Agreement dated April 24, 1991 among the Company and
HealthCare Ventures II, L.P. and Everest Trust.(1)
10.12(a) Amendment to Stockholders' Agreement.(5)
10.12(b) Amendment to Stockholders' Agreement.(7)
10.13. Warrant to Purchase Shares of Common Stock dated September 27, 1991
issued to HealthCare Ventures II, L.P.(1)
10.14. Warrant to Purchase Shares of Common Stock dated September 27, 1991
issued to Everest Trust.(1)
10.15. Consent and Agreement to Amend dated September 27, 1991.(1)
10.15(a) Amendment to Exhibit 10.15.(2)
10.16. Sales Agency Agreement dated as of October 7, 1991, as amended
November 13, 1991, between the Company and PaineWebber Incorporated.
(1)
10.17. Subscription Agreement dated November 14, 1991 among the Company and
HealthCare Ventures II, L.P., Everest Trust and Norma Sarofin.(1)
10.18. Registration Agreement dated November 14, 1991.(1)
10.19. Registration Agreement dated November 14, 1991.(1)
10.20. Warrant to purchase Common Stock dated November 14, 1991 issued to
PaineWebber Incorporated.(1)
10.21. 1991 Stock Option Plan, as amended.(7)
10.22. Equipment Lease Agreement, including Warrant Agreement, as amended,
between the Company and Comdisco, Inc.(1)
10.23.+ Research Agreement dated March 1, 1989 among The Johns Hopkins
University, Hoffmann-La Roche Inc. and the Company.(10)
12
10.24.+ License Agreement dated February 5, 1992 among The Johns Hopkins
University, Hoffmann-La Roche Inc. and the Company.(10)
10.25.+ Agreement dated April 30, 1991 between Hoffmann-La Roche Inc. and the
Company.(10)
10.26.+ Agreement dated April 1, 1990 between Georgetown University and the
Company.(1)
10.26(a) Letter Agreement dated January 25, 1993 modifying Exhibit 10.26.(2)
10.27.+ Agreement dated November 1, 1990 between Georgetown University and the
Company.(1)
10.28. Consulting Agreement dated November 24, 1990 between the Company and
Richard Schlegel.(1)
10.29. Consulting Agreement dated April 3, 1991 between the Company and Bert
Vogelstein.(1)
10.30.+ License Agreement dated January 15, 1993 between the Company and
Genetic Therapy, Inc.(2)
10.31. Incentive Stock Option Agreement dated February 17, 1993, between the
Company and Michael I. Sherman.(2)
10.32. Incentive Stock Option Agreement dated February 17, 1993, between the
Company and Murray A. Goldberg.(2)
10.32(a) Incentive Stock Option Agreement dated March 7, 1994, between the
Company and Murray A. Goldberg.(2)
10.33. Incentive Stock Option Agreement dated February 17, 1993, between the
Company and Alan F. Cook.(2)
10.33(a) Incentive Stock Option Agreement dated March 7, 1994, between the
Company and Alan F. Cook.(2)
10.34.+ Research Agreement effective April 1, 1993 between the Company and
Genetic Therapy, Inc.(2)
10.35. Form of Indemnification Agreement.(2)
10.36. 1993 Stock Option Plan, as amended.(7)
10.37. Letter Agreement dated June 15, 1993, between the Company and
Michael I. Sherman.(4)
10.38. Master Equipment Lease Agreement, including Warrant Agreement, dated
September 10, 1993, between the Company and MMC/GATX Partnership
No. 1.(4)
10.39. 1994 Independent Directors Stock Option Plan, as amended.(7)
10.40(a) Letter Agreement dated December 22, 1993, between the Company and
Paul P. Trotta.(5)
10.40(b) Incentive Stock Option Agreement dated March 7, 1994, between the
Company and Paul P. Trotta.(5)
10.40(c) Separation Agreement dated October 28, 1994, between the Company and
Paul P. Trotta.(10)
10.41(a) Letter Agreement dated May 10, 1991, between the Company and Arthur H.
Bertelsen.(5)
10.41(b) Incentive Stock Option Agreements dated September 27, 1991,
February 17, 1993, November 22, 1993 and March 7, 1994, between the
Company and Arthur H. Bertelsen.(5)
10.41(c) Non-transferable Non-Qualified Stock Option Agreement dated June 17,
1991 between the Company and Arthur H. Bertelsen.(5)
10.42. Amendment dated March 23, 1994, to Agreement of April 30, 1991 between
Hoffmann-La Roche Inc. and the Company including Stock Purchase
Agreement and Warrants to purchase an aggregate of 150,000 shares of
Common Stock.(5)
10.43.+ Program Agreement dated as of April 1, 1994 between the Company and
PaineWebber R&D Partners III, L.P. (the "Partnership").(6)
10.43(a)+ First Amendment to Program Agreement, including Amended and Restated
Glossary.(10)
10.44.+ Development Agreement dated as of April 1, 1994 between the Company
and the Partnership.(6)
10.44(a)+ Amended and Restated Development Agreement.(10)
10.45.+ Purchase Option Agreement dated as of April 1, 1994 between the
Company and the Partnership.(6)
10.45(a)+ Amended and Restated Purchase Option Agreement.(10)
10.46. Technology Agreement dated as of April 1, 1994 between the Company and
the Partnership.(6)
10.46(a) Amended and Restated Technology Agreement.(10)
10.47.+ Core Warrant dated as of April 1, 1994 issued by the Company to the
Fund.(6)
10.47(a) Amended and Restated Core Warrant.(10)
10.48.+ Purchase Option Warrant dated as of April 1, 1994 issued by the
Company to the Partnership.(6)
10.48(a)+ Amended and Restated Purchase Option Warrant.(10)
10.49.+ Stock Purchase Agreement dated as of March 15, 1995 between the
Company and the Partnership.(10)
10.50.+ Loan Agreement dated as of February 13, 1995 among the Company,
HealthCare Ventures III, L.P., HealthCare Ventures IV, L.P., Everest
Trust and Larry Abrams.(10)
13
10.50(a) Amendment No. 1 to Exhibit 10.50(8)
10.51.+ Letter Agreement dated September 13, 1994 between the Company and
Boehringer Mannheim GmbH, as supplemented December 7, 1994.(10)
10.52.+ License Agreement dated as of September 1, 1995 between the Company
and The Johns Hopkins University.(8)
10.53 Letter Agreement dated June 8, 1995 between the Company and A. Steven
Franchak.(8)
10.54 Non-Qualified Stock Option Agreement dated July 6, 1995 between the
Company and A. Steven Franchak.(8)
10.55 Convertible Note dated June 8, 1995 between the Company and the
Partnership.(8)
27 Financial Data Schedule(11)
_______________
* Confidential treatment is being requested. The copy filed as an exhibit
omits the information subject to the request for Confidential Treatment.
+ Confidential treatment has been granted by the Commission. The copy filed
as an exhibit omits the information subject to the Grant of Confidential
Treatment.
(1) Incorporated by reference to the corresponding Exhibit number of
Registrant's Registration Statement on Form 10, No. 0-20138.
(2) Incorporated by reference to the corresponding Exhibit number of
Registrant's Annual Report on Form 10-K for the year ended December 31,
1992.
(3) Incorporated by reference to Exhibit A of the Registrant's definitive Proxy
Statement filed with the Securities and Exchange Commission on August 17,
1993.
(4) Incorporated by reference to the corresponding Exhibit number of
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
(5) Incorporated by reference to the corresponding Exhibit number of
Registrant's Annual Report on Form 10-K for the year ended December 31,
1993.
(6) Incorporated by reference to the corresponding Exhibit number of
Registrant's Quarterly Report on Form 10-Q or 10-Q/A for the quarter ended
March 31, 1994.
(7) Incorporated by reference to the corresponding Exhibit number of
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.
(8) Incorporated by reference to the corresponding Exhibit number of
Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1995.
(9) Incorporated by reference to the corresponding Exhibit number of
Registrant's Annual Report on Form 10-K for the year ended December 31,
1995.
(10) Incorporated by reference to the corresponding Exhibit number of
Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
(11) Filed herewith.
Reports on Form 8-K:
The Registrant filed a report on Form 8-K, dated February 23, 1996 to
report the completion of a private placement.
14
SIGNATURE
---------
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.
PHARMAGENICS, INC.
/s/ Michael I. Sherman
------------------------
Michael I. Sherman, President
and Chief Executive Officer
/s/ A. Steven Franchak
-------------------------
A. Steven Franchak, Vice President,
Chief Financial Officer and Treasurer
Date: May 13, 1996