SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR [ ] 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 0-21972 INNOVIR LABORATORIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 13-3536290 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 510 EAST 73RD STREET, NEW YORK, NEW YORK 10021 ---------------------------------------------- (Address of principal executive offices) (212) 249-4703 ---------------------------------------------------- (Registrant's telephone number, including area code) FORMER ADDRESS: NOT APPLICABLE ----------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the registrant's common stock outstanding as of August 12, 1997 was 26,750,529. INDEX INNOVIR LABORATORIES, INC. AND SUBSIDIARIES Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets (unaudited) at June 30, 1997 and December 31, 1996 ................. 3 Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 1997 and 1996 and for the period from January 6, 1995 (inception) through June 30, 1997 ........................................ 4 Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (unaudited) for the six months ended June 30, 1997 ................... 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 1997 and 1996 and for the period from January 6, 1995 (inception) through June 30, 1997 .................... 6 Notes to Condensed Consolidated Financial Statements .... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .................. 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders ..... 11 Item 6. Exhibits and Reports on Form 8-K ........................ 11 -2- PART I. FINANCIAL INFORMATION Item 1. Financial Statements -------------------- INNOVIR LABORATORIES, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 1997 and December 31, 1996 1997 1996 ASSETS: ----------- ----------- Current assets: Cash and cash equivalents $ 1,807,000 $ 6,412,000 Prepaid expenses and other current assets 146,000 203,000 ----------- ----------- Total current assets 1,953,000 6,615,000 Fixed assets less accumulated depreciation and amortization 2,805,000 2,439,000 Amount due from VIMRx Pharmaceuticals Inc. -- 535,000 Goodwill 1,030,000 1,236,000 Other assets 234,000 249,000 ----------- ----------- Total assets $ 6,022,000 $11,074,000 =========== =========== LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIT): Current liabilities: Accounts payable and accrued expenses $ 1,023,000 $ 1,319,000 Capital lease - current portion 492,000 472,000 Term note payable - warrantholder; current portion includes accrued interest of $5,000 36,000 36,000 Other liabilities 96,000 -- ----------- ----------- Total current liabilities 1,647,000 1,827,000 Amount due to VIMRx Pharmaceuticals Inc. 135,000 Term note payable -- warrantholder; includes accrued interest of $39,000 227,000 227,000 Capital leases 333,000 463,000 ----------- ----------- Total liabilities 2,342,000 2,517,000 ----------- ----------- Commitments and contingencies Stockholders' equity: Preferred stock, par value $.06; 15,000,000 shares authorized: Class B Convertible Preferred Stock; 2,500,000 shares designated; 295,000 shares issued and outstanding at June 30, 1997, 297,000 shares issued and outstanding at December 31, 1996 (liquidation value, $1,475,000 and $1,485,000 at June 30, 1997 and December 31, 1996, respectively) 18,000 18,000 Class D Convertible Preferred Stock; 8,667,000 shares designated, issued and outstanding at June 30, 1997 and December 31, 1996 (liquidation value, $13,000,000) 520,000 520,000 Common stock, par value $.013; 70,000,000 shares authorized; 18,061,000 shares issued and outstanding at June 30, 1997, 17,946,000 shares issued and outstanding at December 31, 1996 235,000 233,000 Additional paid-in capital 29,694,000 29,667,000 Cumulative translation adjustment (64,000) (8,000) Unearned compensation -- (181,000) Deficit accumulated during the development stage (26,723,000) (21,692,000) ----------- ----------- Total stockholders' equity (deficit) 3,680,000 8,557,000 Total liabilities and stockholders' equity $ 6,022,000 $11,074,000 =========== =========== -3- INNOVIR LABORATORIES, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Six Months Ended June 30, 1997 PERIOD JANUARY 6, 1995 (INCEPTION) THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 THROUGH 1997 1996 1997 1996 JUNE 30, 1997 ---------- ----------- ----------- ----------- ------------- Revenue: Interest income $ 58,000 -- $ 131,000 -- $ 144,000 Other 151,000 ----------- ----------- ----------- ----------- ------------ Total revenue 58,000 -- 131,000 -- 295,000 ----------- ----------- ----------- ----------- ------------ Expenses: Research and development $ 1,671,000 $ 382,000 $ 3,334,000 $ 610,000 $ 6,715,000 General and administrative 770,000 236,000 1,537,000 332,000 2,610,000 Interest 48,000 -- 85,000 -- 113,000 Purchased in process research and development -- 2,717,000 -- 2,942,000 17,374,000 Amortization of Goodwill 103,000 -- 206,000 -- 206,000 ----------- ----------- ----------- ----------- ------------ Total expenses 2,592,000 3,335,000 5,162,000 3,884,000 27,018,000 ----------- ----------- ----------- ----------- ------------ Net loss $(2,534,000) $(3,335,000) $(5,031,000) $(3,884,000) $(26,723,000) =========== =========== =========== =========== ============ Loss-per-share data: Weighted average number of common shares outstanding 18,051,230 9,500,000 18,053,162 9,500,000 =========== =========== =========== =========== Net loss per share $(0.14) $(0.35) $(0.28) $(0.41) =========== =========== =========== =========== -4- INNOVIR LABORATORIES, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) For the Six Months Ended June 30, 1997 CLASS B CONVERTIBLE CLASS D CONVERTIBLE PREFERRED STOCK PREFERRED STOCK COMMON STOCK ------------------- ---------------------- ----------------------- SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT ------- ------ --------- ------- ---------- ------- Balance at December 31, 1996 297,000 $18,000 8,667,000 $520,000 17,946,000 $233,000 Exercise of options and warrants 120,000 2,000 Costs incurred in connection with issuance of equity securities Conversion of Class B Convertible Stock (2,000) 3,000 Adjustment for shares held in escrow in connection with stockholder's litigation (19,000) Compensation expense incurred in connection with the issuance of stock options Amortization of unearned compensation Cumulative transaction adjustment Net loss for the three months ended March 31, 1997 ------- ------- --------- -------- ---------- -------- Balance at March 31, 1997 295,000 $18,000 8,667,000 $520,000 18,050,000 $235,000 ------- ------- --------- -------- ---------- -------- Exercise of options and warrants 11,000 Compensation expense incurred in connection with the issuance of stock options Amortization of unearned compensation Cumulative transaction adjustment Net loss for the three months ended June 30, 1997 ------- ------- --------- -------- ---------- -------- Balance at June 30, 1997 295,000 $18,000 8,667,000 $520,000 18,061,000 $235,000 ======= ======= ========= ======== ========== ======== DEFICIT ACCUMULATED ADDITIONAL CUMULATIVE DURING THE PAID-IN TRANSLATION UNEARNED DEVELOPMENT CAPITAL ADJUSTMENT COMPENSATION STAGE TOTAL ----------- ----------- ------------ ------------ ----------- Balance at December 31, 1996 $29,667,000 $ (8,000) $(181,000) $(21,692,000) $ 8,557,000 Exercise of options and warrants 12,000 14,000 Costs incurred in connection with issuance of equity securities (24,000) (24,000) Conversion of Class B Convertible Stock Adjustment for shares held in escrow in connection with stockholder's litigation Compensation expense incurred in connection with the issuance of stock options 20,000 20,000 Amortization of unearned compensation 93,000 93,000 Cumulative transaction adjustment (8,000) (8,000) Net loss for the three months ended March 31, 1997 $ (2,497,000) $(2,497,000) ----------- -------- --------- ------------ ----------- Balance at March 31, 1997 $29,675,000 $(16,000) $ (88,000) $(24,189,000) $ 6,155,000 ----------- -------- --------- ------------ ----------- Exercise of options and warrants Compensation expense incurred in connection with the issuance of stock options 19,000 19,000 Amortization of unearned compensation 88,000 88,000 Cumulative transaction adjustment (48,000) (48,000) Net loss for the three months ended June 30, 1997 (2,534,000) (2,534,000) ----------- -------- --------- ------------ ----------- Balance at June 30, 1997 $29,694,000 $(64,000) -- $(26,723,000) $ 3,680,000 =========== ======== ========= ============ =========== -5- INNOVIR LABORATORIES, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) PERIOD JANUARY 6, 1995 SIX MONTHS ENDED (INCEPTION) JUNE 30 THROUGH 1997 1996 JUNE 30, 1997 ------------ ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $(5,031,000) $(3,884,000) $(26,723,000) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Depreciation 287,000 4,000 437,000 Amortization of goodwill 206,000 -- 206,000 Amortization of unearned compensation 181,000 -- 388,000 Purchased in process research and development -- 2,942,000 17,374,000 Provision for losses on notes receivable -- -- 85,000 Non-cash compensation 40,000 -- 40,000 Changes in operating assets and liabilities: Decrease (increase) in other current assets 57,000 (12,000) 17,000 Decrease in other assets 15,000 -- 15,000 (Decrease) increase in accounts payable and accrued expenses (296,000) (24,000) 287,000 (Decrease) in other current liabilities 96,000 -- 96,000 ----------- ----------- ------------ Net cash (used in) operating activities (4,445,000) (974,000) (7,778,000) ----------- ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment (587,000) (24,000) (1,241,000) Cash acquired in acquisitions -- 145,000 3,532,000 ----------- ----------- ------------ Net cash provided by (used in) investing activities (587,000) 121,000 2,291,000 ----------- ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sales of common stock 14,000 -- 26,000 Advances and contributed capital from VIMRx Pharmaceuticals Inc. 670,000 1,181,000 7,536,000 Costs incurred in connection with issuance of equity securities (24,000) -- (24,000) Repayment of capital leases (176,000) -- (176,000) ----------- ----------- ------------ Net cash provided by financing activities 484,000 1,181,000 7,362,000 ----------- ----------- ------------ Effect of exchange rate changes on cash (57,000) -- (68,000) ----------- ----------- ------------ Net increase in cash and cash equivalents 4,605,000 328,000 1,807,000 Cash and cash equivalents at beginning of period 6,412,000 68,000 -- Cash and cash equivalents at end of period $ 1,807,000 $ 396,000 $ 1,807,000 =========== =========== ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 85,000 ----------- -6- INNOVIR LABORATORIES, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) The condensed interim consolidated financial statements of Innovir Laboratories, Inc. and Subsidiaries (the "Company") reflect all adjustments, consisting only of normal recurring accruals, which are, in the opinion of the Company's management, necessary for a fair presentation of the Company's results of operations for the respective periods presented. Operating results for any interim period are not necessarily indicative of results for a full year. These notes do not include all the information required by generally accepted accounting principles. The condensed interim consolidated financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended September 30, 1996 and in the transition report for the transition period from October 1, 1996 to December 31, 1996, filed on Form 10-Q. (2) Statements of Cash Flows - Supplemental schedule of noncash activities: During the six months ended June 30, 1997, the Company converted 2,000 shares of Class B Convertible Preferred Stock into 3,000 shares of Common Stock. (3) Contingency: The Company may be considered to be in violation of the terms of its office and laboratory sublease by not obtaining the required approval from the owner of the property prior to the consummation of the transactions with VIMRx Pharmaceuticals Inc. ("VIMRx") whereby VIMRx acquired 68% of Innovir Laboratories, Inc. ("Innovir") and Innovir acquired all of the issued and outstanding shares of VIMRx Holding, Ltd. ("VHL"), a wholly owned subsidiary of VIMRx, in December 1996. In addition, the owner of the property has alleged, and the Company's sublandlord disputes, that the sublandlord may also be in breach of its lease with the owner of the property. If the sublandlord is evicted, the Company would lose its right to occupy its current space. While the Company believes these matters may be resolved without a materially adverse effect on the Company's business or financial position, no assurance can be given as to the ultimate outcome. (4) During February 1996, Innovir was named as defendant in an action filed by an investor alleging that Innovir wrongfully refused to honor the investor's request to convert certain shares of Innovir's preferred stock into Innovir's Common Stock. During February 1997, the investor and Innovir settled the action at no material cost to Innovir or the Company. In connection with the settlement, 19,000 shares of Common Stock, which had been held in escrow pending the resolution of the action, were returned to the Company. NEW ACCOUNTING PRONOUNCEMENTS (5) In February 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No. 128, "Earnings Per Share." This Statement establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. This Statement simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, "Earnings Per Share," and makes them comparable to international EPS standards. It replaces the presentation of primary EPS with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. This Statement is effective for financial statements issued for periods ending after December 15, 1997, including interim periods; earlier application is not permitted. This Statement requires restatement of all prior-period EPS data presented. The adoption of this Statement will not have any impact on the Company's EPS disclosure, as the Company's stock options and warrants are anti-dilutive and will be excluded from the denominator of earnings per share; thus, earnings per common share is equal to basic earnings per share as computed under SFAS No. 128. -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------------------------------------- This report contains forward-looking statements which involve risks and uncertainties. Such statements are subject to certain factors which may cause the Company's plans to differ. Factors that may cause such differences include, but are not limited to, the progress of the Company's research and development programs, the Company's ability to obtain additional funds, the Company's ability to compete successfully, the Company's ability to attract and retain qualified personnel, the Company's ability to successfully enter into collaborations with third parties, the Company's ability to enter into and progress in clinical trials, the time and costs involved in obtaining regulatory approvals, the costs involved in obtaining and enforcing patents and any necessary licenses, the ability of the Company to establish development and commercialization relationships, the cost of manufacturing, and those other risks discussed under the heading Risk Factors included in the Company's Form S-3 Registration Statement (Reg. No. 333-12865). The following discussion and analysis should be read in conjunction with the financial statements and notes thereto contained herein and the Company's Annual Report on Form 10-K for the year ended September 30, 1996 and the transition report for the transition period from October 1, 1996 to December 31, 1996, filed on Form 10-Q. BACKGROUND On December 23, 1996, Innovir Laboratories, Inc. ("Innovir"), VIMRx Pharmaceuticals Inc. ("VIMRx") and certain stockholders of Innovir ("The Aries Funds") consummated a transaction (the "Transaction") whereby VIMRx acquired 68% of the outstanding stock of Innovir and Innovir acquired all of the issued and outstanding shares of VIMRx Holdings, Ltd. ("VHL"), a wholly-owned subsidiary of VIMRx. Innovir's acquisition of VHL and VIMRx's partial acquisition of Innovir have been accounted for as a purchase in accordance with APB Opinion No. 16, Business Combinations and Emerging Issues Task Force Issue No. 90-13, Accounting for Simultaneous Common Control Mergers (EITF No. 90-13"). The application of APB No. 16 and EITF No. 90-13 requires that the Transaction be accounted for as a reverse acquisition and accordingly, for accounting purposes, (i) VHL is deemed to be the acquirer and surviving entity, (ii) because Innovir is deemed to be the legal acquirer, VHL's historic capital accounts have been retroactively restated (recapitalized) to reflect Innovir's capital accounts and the equivalent number of shares received by VIMRx in the Transaction, (iii) Innovir has fair valued its assets and liabilities to the extent acquired by VIMRx (68%) and (iv) the assets and liabilities of VHL are carried at VHL's historic cost. Since VHL is deemed to be the surviving entity, the statement of operations includes the operations of VHL for the period from January 6, 1995 (inception). The operations of Innovir are included only since the date of acquisition, i.e., for the period from December 23, 1996 to June 30, 1997. For accounting purposes, VHL assumed the name of Innovir Laboratories, Inc. and Subsidiaries, and, for purposes of this Quarterly Report, all references to the "Company" shall mean the consolidated entity consisting of Innovir, VHL and subsidiaries. On February 11, 1997, Innovir elected to change its fiscal year end date from September 30 to December 31 of each year, effective January 1, 1997. This change was made to conform Innovir's fiscal year end date with that of VHL. This Quarterly Report on Form 10-Q covers the first half of the new fiscal year, that is January 1 to June 30, 1997. -8- RESULTS OF OPERATIONS Since its inception, substantially all of the Company's resources have been applied to research and development, patent and licensing matters and other general and administrative matters. The Company has no commercially viable therapeutic products and does not anticipate having any for several years. The Company is developing the technology to be used as a research tool to facilitate determination gene function and to validate drug targets. No significant revenues have been earned from this use. The Company has had no operating revenues to date and has sustained net losses since its inception. The Company expects losses to continue for the foreseeable future. Three month period ended June 30, 1997 vs. June 30, 1996 - --------------------------------------------------------- Research and development expenses increased $1,289,000 due to the acquisition of Innovir's operations in December 1996 ($1,050,000) and increased efforts in VHL ($239,000). General and administrative expenses increased $534,000 due to the acquisition of Innovir ($609,000) and a decrease in VHL expenses related to the European operations ($75,000). Purchased in process research and development in the three months ended June 30, 1996 relate to the acquisition of Ribonetics GmbH in May 1996. Amortization of goodwill relates to the asset recorded in the transaction with VIMRx described under "Background" above. Six Month Period Ended June 30, 1997 vs. June 30, 1996 - ------------------------------------------------------ Research and development expenses increased $2,724,000 due to the acquisition of Innovir's operations in December 1996 ($2,096,000) and increased efforts in VHL ($628,000). General and administrative expenses increased $1,205,000 due to the acquisition of Innovir ($1,327,000) and a decrease in VHL expenses from 1996. In May 1996, VHL had acquired Ribonetics GmbH and had incurred expenses in connection therewith. Amortization of goodwill relates to the asset recorded in the transaction with VIMRX described under "Background" above. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1997, the Company had cash and cash equivalents of $1,807,000 as compared to $6,412,000 at December 31, 1996. The Company had working capital of $306,000 at June 30, 1997, as compared to working capital of $4,788,000 at December 31, 1996. The decrease in cash and working capital positions resulted from cash expended for operations and capital assets. The Company may be considered to be in violation of the terms of its sublease for its principal office and laboratory space by not obtaining the required approval from the owner of the property prior to the consummation of the transactions with VIMRx in December 1996. See the notes to the Company's financial statements. In addition, the owner of the property has alleged, and the Company's sublandlord disputes, that the sublandlord may also be in breach of its lease with the owner of the property. If the sublandlord is evicted, the Company would lose its right to occupy its current space. While the Company believes that these -9- matters may be resolved without a materially adverse effect on the Company's business or financial position, no assurances can be given as to the ultimate outcome. VIMRx has been requested to exercise one million warrants of the Company which will yield the Company aggregate proceeds of $1 million. In addition, The Aries Funds have been requested to exercise two million warrants upon VIMRx's exercise of its warrants, which will yield the Company additional aggregate proceeds of $1 million. Subject to consideration of other financing alternatives, the Company has been advised that VIMRx expects to continue to fund the operations of the Company at least through the second quarter of 1998. The Company expects to incur substantial expenditures in the foreseeable future for the research and development and commercialization of its proposed products. As of June 30, 1997, the Company had cash and cash equivalents of approximately $1.8 million. Based on current projections, which are subject to change (such change may be significant), the Company's management believes that this, along with the proceeds from the exercise of warrants held by VIMRx and the remaining warrants held by The Aries Funds and continued funding by VIMRx, will be sufficient to fund its operations into the second quarter of the year ended December 31, 1998. Thereafter, the Company will require additional funds, which it may seek to raise through public or private equity or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing. There can be no assurance that such additional financing can be obtained on terms reasonable to the Company, if at all. In the event the Company is unable to raise additional capital, planned operations would need to be scaled back or discontinued during 1998. -10- PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) The Annual Meeting of Stockholders of the Company was held on June 24, 1997. (b) The following persons, comprising the entire Board of Directors, were elected at the Annual Meeting pursuant to the following vote tabulation: Name Votes For Votes Withheld ---- --------- -------------- Richard L. Dunning 25,513,621 45,000 Laurence D. Fink 25,513,621 45,000 Allan R. Goldberg 25,513,621 45,000 David A. Jackson 25,513,621 45,000 Stanley Knowlton 25,513,621 45,000 William T. McCaffrey 25,513,621 45,000 Francis M. O'Connell 25,513,621 45,000 (c) In addition to the election of directors: (i) a proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock was approved, with 25,375,856 votes in favor, 154,165 votes against and 28,600 votes abstaining; (ii) a proposal to amend the Company's Non-Employee Director Stock Option Plan was approved, with 20,109,094 votes in favor, 247,992 votes against, 36,500 votes abstaining and 5,165,035 broker non-votes; (iii) a proposal to amend the Company's 1993 Stock Option Plan was approved, with 19,666,329 votes in favor, 241,097 votes against, 40,000 votes abstaining and 5,611,195 broker non-votes; and (iv) a proposal to ratify the selection of the Company's independent accountants was approved, with 25,503,350 votes in favor, 24,400 votes against and 30,871 votes abstaining. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: --------- 11 Statement of Computation of Per Share Data. 27 Financial Data Schedule. (b) Reports on Form 8-K: -------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. All other Items of this report are inapplicable. -11- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. August 14, 1997 INNOVIR LABORATORIES, INC. By: /s/ ALLAN R. GOLDBERG ------------------------------------------- Name: Allan R. Goldberg Title: Chairman and Chief Executive Officer (Principal executive officer) By: /s/ FRANCIS M. O'CONNELL ------------------------------------------- Name: Francis M. O'Connell Title: Chief Financial Officer (Principal financial and accounting officer) -12-