1
UNITED STATES
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, 2001
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
000-29815
ALLOS THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 54-1655029
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 NORTH BROADWAY, SUITE 400
DENVER, COLORADO 80221
(303) 426-6262
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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 [ ]
As of June 30, 2001, there were 22,959,251 shares of the Registrant's
Common Stock outstanding, par value $0.001 per share.
This quarterly report on Form 10-Q consists of 14 pages.
The exhibit index is located on page 14.
2
ALLOS THERAPEUTICS, INC.
FORM 10-Q
INDEX
<Table>
<Caption>
PAGE
NUMBER
------
PART I. Financial Information 3
ITEM 1. Financial Statements 3
Balance Sheets --
as of June 30, 2001 (unaudited) and December 31, 2000 3
Statements of Operations (unaudited) --
for the three and six months ended June 30, 2001 and 2000
and the cumulative period from September 1, 1992
(inception) through June 30, 2001 4
Statements of Cash Flows (unaudited) --
for the six months ended June 30, 2001 and 2000 and the
cumulative period from September 1, 1992 (inception)
through June 30, 2001 5
Notes to Financial Statements (unaudited) 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. Other Information 12
ITEM 1. Legal Proceedings 12
ITEM 2. Changes in Securities and Use of Proceeds 12
ITEM 3. Defaults Upon Senior Securities 12
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 5. Other Information 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</Table>
Page 2 of 14
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLOS THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<Table>
<Caption>
JUNE 30, DECEMBER 31,
ASSETS 2001 2000
------------ ------------
(UNAUDITED)
Current assets:
Cash and cash equivalents $ 435,904 $ 1,565,693
Restricted cash 550,000 --
Short-term investments 60,554,815 60,211,791
Prepaid expenses - research 960,075 134,777
Prepaid expenses - other 76,576 95,040
Other assets 434,610 3,294
------------ ------------
Total current assets 63,011,980 62,010,595
------------ ------------
Long-term marketable securities 17,143,862 23,905,763
Property and equipment (net of accumulated depreciation of $532,329 and
$444,408, respectively) 394,574 326,266
Other assets 4,364 16,530
------------ ------------
Total assets $ 80,554,780 $ 86,259,154
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - related parties $ 95,007 $ 97,889
Accrued expenses - research 3,844,972 2,043,246
Accounts payable - trade 410,917 212,015
Accrued compensation and employee benefits 568,975 426,052
Current portion of capital lease obligations 37,728 61,506
------------ ------------
Total current liabilities 4,957,599 2,840,708
Long-term portion of capital lease obligations -- 7,814
------------ ------------
Total liabilities 4,957,599 2,848,522
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2001, no
shares issued or outstanding -- --
Common stock, $0.001 par value; 75,000,000 shares authorized at June 30, 2001 and
December 31, 2000; 22,959,251 and 22,954,876 shares issued and outstanding at
June 30, 2001 and December 31, 2000, respectively 22,959 22,955
Additional paid-in capital common stock 156,624,025 156,602,391
Accumulated deficit (76,347,383) (66,709,620)
Deferred compensation related to grant of options (4,702,420) (6,505,094)
------------ ------------
Total stockholders' equity 75,597,181 83,410,632
------------ ------------
Total liabilities and stockholders' equity $ 80,554,780 $ 86,259,154
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
Page 3 of 14
4
ALLOS THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<Table>
<Caption>
CUMULATIVE
PERIOD FROM
SEPTEMBER 1, 1992
(INCEPTION)
THREE MONTHS ENDED SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30, JUNE 30, 2001
---------------------------- ---------------------------- -----------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Operating expenses:
Research and development $ 3,064,636 $ 2,033,409 $ 5,846,420 $ 5,880,026 $ 39,528,810
Clinical manufacturing 1,190,679 801,866 2,205,508 1,146,844 10,570,889
General and administrative 2,259,710 1,960,520 4,395,144 9,361,026 25,341,125
------------ ------------ ------------ ------------ ------------
Total operating expenses 6,515,025 4,795,795 12,447,072 16,387,896 75,440,824
Loss from operations (6,515,025) (4,795,795) (12,447,072) (16,387,896) (75,440,824)
Interest and other income, net 1,256,154 1,466,430 2,809,309 1,581,783 8,706,416
------------ ------------ ------------ ------------ ------------
Net loss (5,258,871) (3,329,365) (9,637,763) (14,806,113) (66,734,408)
Dividend related to beneficial conversion feature
of preferred stock -- -- -- -- (9,612,975)
------------ ------------ ------------ ------------ ------------
Net loss attributable to common stockholders $ (5,258,871) $ (3,329,365) $ (9,637,763) $(14,806,113) $(76,347,383)
============ ============ ============ ============ ============
Net loss per common share:
Basic and diluted $ (0.23) $ (0.15) $ (0.42) $ (1.13)
============ ============ ============ ============
Weighted average common shares - basic and
diluted 22,958,087 22,837,154 22,957,534 13,053,937
============ ============ ============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
Page 4 of 14
5
ALLOS THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<Table>
<Caption>
CUMULATIVE PERIOD
FROM SEPTEMBER 1,
1992 (INCEPTION)
SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30, 2001
---------------------------- -----------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,637,763) $(14,806,113) $ (66,734,408)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 87,921 64,386 562,124
Stock-based compensation expense 1,822,143 11,378,141 19,079,102
Other -- -- 52,406
Changes in operating assets and liabilities:
Increase in prepaids and other assets (1,225,985) (298,366) (1,475,626)
Increase in interest receivable on investments (10,827) (1,422,230) (1,578,117)
Increase (decrease) in accounts payable - related (2,882) (3,015) 2,040,365
parties
Increase in accrued expenses - research 1,801,726 303,056 1,899,615
Increase in accounts payable - trade 198,902 134,682 410,917
Increase (decrease) in accrued compensation and
employee benefits 142,923 (47,054) 568,975
------------ ------------ -----------------
Net cash used in operating activities (6,823,842) (4,696,513) (45,174,647)
------------ ------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (156,229) (69,971) (667,508)
Purchase of marketable securities (25,833,103) (86,184,509) (171,764,768)
Proceeds from maturities of marketable securities 32,262,808 6,804,914 95,644,208
Payments received on notes receivable -- -- 49,687
------------ ------------ -----------------
Net cash provided by (used in) investing activities 6,273,476 (79,449,566) (76,738,381)
------------ ------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under capital leases (31,592) (44,044) (384,360)
Proceeds from sale leaseback -- -- 120,492
Proceeds from stockholder loan -- -- 12,000
Repayment of stockholder loan -- -- (12,000)
Pledging Restricted cash (550,000) -- (550,000)
Proceeds from issuance of convertible preferred
stock, net of issuance costs -- (2,503) 40,285,809
Proceeds from issuance of common stock, net of issuance
costs 2,169 82,753,242 82,876,991
------------ ------------ -----------------
Net cash provided by (used in) financing activities (579,423) 82,706,695 122,348,932
------------ ------------ -----------------
Net increase (decrease) in cash and cash equivalents (1,129,789) (1,439,384) 435,904
Cash and cash equivalents, beginning of period 1,565,693 2,597,884 --
------------ ------------ -----------------
Cash and cash equivalents, end of period $ 435,904 $ 1,158,500 $ 435,904
============ ============ =================
SUPPLEMENTAL SCHEDULE OF NONCASH OPERATING
AND FINANCING ACTIVITIES
Cash paid for interest 383,103 27,890 563,275
Issuance of stock in exchange for license agreement -- -- 40,000
Capital lease obligations incurred for acquisition of
property and equipment -- -- 422,088
Issuance of stock in exchange for notes receivable -- -- 139,687
</Table>
The accompanying notes are an integral part of these financial statements.
Page 5 of 14
6
ALLOS THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Allos Therapeutics,
Inc., referred to herein as we, us or our, have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, we believe
that the disclosures are adequate to make the information presented not
misleading. The unaudited financial statements included herein have been
prepared on the same basis as the annual financial statements and reflect all
adjustments, which include only normal recurring adjustments necessary for a
fair presentation in accordance with generally accepted accounting principles in
the United States of America. The results for the six-month period ended June
30, 2001 are not necessarily indicative of the results expected for the full
fiscal year. These financial statements should be read in conjunction with our
Annual Report on Form 10-K for the year ended December 31, 2000. Stockholders
are encouraged to review the Form 10-K for a broader discussion of our business
and the opportunities and risks inherent in such business.
2. REVENUE RECOGNITION
We have not generated any revenue to date and our activities have consisted
primarily of developing products, raising capital and recruiting personnel.
Accordingly, we are considered to be in the development stage at June 30, 2001
as defined in Statement of Financial Accounting Standards No. 7, "Accounting and
Reporting by Development Stage Enterprises".
3. NET LOSS PER COMMON SHARE
Basic earnings per common share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is computed using the weighted average number of common and
potential common shares outstanding during the period. Potential common shares
consist of stock options and warrants and have been excluded from the
computation of diluted earnings per common share because their effect was
anti-dilutive.
4. RESTRICTED CASH
On May 24, 2001, $550,000 of cash was pledged as collateral on a letter of
credit related to a building lease and was classified as restricted cash on the
balance sheet.
Page 6 of 14
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations, as well as information contained elsewhere in this
report, contains statements that constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"intend," "anticipate," "believe," "estimate," "plan," "could," "should" and
"continue" or similar words. Actual results could differ materially from those
anticipated in these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those mentioned
in the discussion below and those described in the "Risk Factors" discussion of
our Annual Report on Form 10-K for the year ended December 31, 2000 filed with
the Securities and Exchange Commission. As a result, you should not place undue
reliance on these forward-looking statements. We do not intend to update or
revise these forward-looking statements to reflect future events or
developments.
OVERVIEW
We are a pharmaceutical company focused on developing and commercializing
innovative small molecule drugs initially for improving cancer treatments. Our
lead product candidate is RSR13. RSR13 is a synthetic small molecule that
increases the release of oxygen from hemoglobin, the oxygen carrying protein
contained within red blood cells. We believe RSR13 can be used to improve
existing treatments for cancer and treat many diseases attributed to or
aggravated by tissue oxygen deprivation.
To date, we have devoted substantially all of our resources to research and
clinical development. We have not derived any commercial revenues from product
sales, and we do not expect to generate product revenues for at least the next
several years. We have incurred significant operating losses since our inception
in 1992 and, as of June 30, 2001, had an accumulated deficit of $76,347,383.
There can be no assurance if or when we will become profitable. We expect to
continue to incur significant operating losses over the next several years as we
continue to incur increasing research and development costs, in addition to
costs related to clinical trials and manufacturing activities. We expect that
losses will fluctuate from quarter to quarter and that such fluctuations may be
significant. Achieving profitability depends upon our ability, alone or with
others, to successfully complete the development of our product candidates,
obtain required regulatory clearances and successfully manufacture and market
our future products.
RESULTS OF OPERATIONS
Expenses
Research and Development
Research and development expenses were $3,065,000 for the three months
ended June 30, 2001 compared to $2,033,000 for the three months ended June 30,
2000, which represents a $1,032,000, or 51% increase. Excluding the impact of
non-cash charges (see "Non-cash Charges" below for discussion of amortization of
deferred compensation expense allocated to research and development), research
and development expenses increased $1,345,000, or 92%. For the six months ended
June 30, 2001 and 2000, research and development expenses were
Page 7 of 14
8
$5,846,000 and $5,880,000, respectively. Excluding the impact of non-cash
charges comprising amortization of deferred compensation expense and stock
compensation expense, research and development expenses increased $2,817,000, or
113%. The increase in both periods was primarily due to higher clinical trial
costs resulting from the commencement of our Phase III oncology study and
increased non-clinical studies and personnel costs to support the Phase III
trial.
Clinical Manufacturing
Clinical manufacturing expenses include the cost of manufacturing RSR13
for use in clinical trials and costs associated with the scale-up of
manufacturing to support commercial requirements. Clinical manufacturing
expenses were $1,191,000 for the three months ended June 30, 2001 compared to
$802,000 for the three months ended June 30, 2000, which represents a $389,000,
or 49% increase. For the six months ended June 30, 2001 and 2000, clinical
manufacturing expenses were $2,206,000 and $1,147,000, respectively, which
represents a $1,059,000, or 92% increase. The increase in both periods was
attributable to higher RSR13 requirements resulting from our Phase III oncology
trial and optimizing manufacturing processes.
General and Administrative
General and administrative expenses were $2,260,000 for the three
months ended June 30, 2001, compared to $1,961,000 for the three months ended
June 30, 2000. Excluding the impact of non-cash charges (see "Non-cash Charges"
below for discussion of amortization of deferred compensation expense allocated
to general and administrative), general and administrative expenses increased
$844,000, or 100%. For the six months ended June 30, 2001 and 2000, general and
administrative expenses were $4,395,000 and $9,361,000, respectively. Excluding
the impact of non-cash charges, general and administrative expenses increased
$1,741,000, or 121%. The increase in both periods was the result of an increase
in headcount and additional expenses associated with operating as a public
company.
Non-cash Charges
We have recorded compensation charges resulting from certain options
granted to employees prior to our March 2000 initial public offering with
exercise prices below the fair market value of our common stock on their
respective grant dates. For the three months ended June 30, 2001 and 2000, we
recorded amortization of deferred stock compensation of $870,000 and $1,753,000,
respectively. Of the $870,000 recorded for the three months ended June 30, 2001,
$572,000 related to general and administrative, $260,000 related to research and
development and the remaining $38,000 related to clinical manufacturing. Of the
$1,753,000 recorded for the quarter ended June 30, 2000, $1,116,000 related to
general and administrative, $573,000 related to research and development and the
remaining $64,000 related to clinical manufacturing.
For the six months ended June 30, 2001 and 2000, we recorded
amortization of deferred stock compensation of $1,822,000 and $3,671,000,
respectively. Of the $1,822,000 recorded for the six months ended June 30, 2001,
$1,217,000 related to general and administrative, $529,000 related to research
and development and the remaining $76,000 related to clinical manufacturing. Of
the $3,671,000 recorded for the quarter ended June 30, 2000, $2,422,000 related
to general and administrative, $1,145,000 related to research and development
and the remaining $104,000 related to clinical manufacturing.
Page 8 of 14
9
For the six months ended June 30, 2000, we recorded $7,617,000 in stock
compensation expense in connection with the forgiveness of the 1996 Notes (as
defined below). Of this amount, $5,417,000 related to general and administrative
and the remaining $2,200,000 related to research and development. This
compensation charge was a result of obtaining recourse notes receivable in March
1996 (the "1996 Notes") from two officers in the amount of $90,000 upon the
officers' exercise of 558,000 stock options. The 1996 Notes accrued interest at
8% annually with interest and principal originally due March 1998. In December
1997, the maturity dates for the 1996 Notes were extended by two years and
extended by an additional year in January 2000. Upon forgiveness of the notes in
March 2000, we recorded stock compensation expense based upon the difference
between the fair market value of the underlying common stock and option exercise
price. In addition we recorded $120,000 of compensation expense due to the
extinguishment of the notes. Of this amount, $35,000 related to research and
development and the remaining $85,000 related to general and administrative.
Interest and Other Income, Net
Interest income, net of interest expense, was $1,256,000 and $1,466,000 for
the three months ended June 30, 2001 and 2000, respectively, representing a
decrease of $210,000, or 15%. The decrease was primarily a result of lower
average investment balances and lower yields on U.S. government securities,
high-grade commercial paper and notes, and money market funds held by us. For
the six months ended June 30, 2001 and 2000, net interest income was $2,809,000
and $1,582,000, respectively, representing an increase of $1,227,00 or 78%. This
increase was primarily a result of increased average investment balances.
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of working capital has been private and public equity
financings as well as grant revenues and interest income.
As of June 30, 2001, we had approximately $78,685,000 in cash, cash
equivalents and investments. Of this amount, $550,000 was pledged as collateral
on May 24, 2001, on a letter of credit related to our new office lease, and is
considered restricted. Net cash used in operating activities of $6,824,000
during the six months ended June 30, 2001 resulted primarily from the net loss
for the period and a reduction in working capital. Net cash used in operating
activities of $4,697,000 during the six months ended June 30, 2000 resulted
primarily from the net loss for the period and a reduction in accounts payable.
Net cash provided by investing activities of $6,273,000 for the six months
ended June 30, 2001, consisted primarily of proceeds from maturities of
investments, net of purchases. Net cash used in investing activities of
$79,450,000 for the six months ended June 30, 2000, consisted primarily of
purchases of investments, net of proceeds.
Net cash used in financing activities of $579,000 for the six months ended
June 30, 2001, primarily resulted from pledging collateral for the line of
credit. Net cash provided by financing activities of $82,707,000 for the six
months ended June 30, 2000, primarily resulted from the sale of common stock
which was offset by payments under our capital lease obligations.
Based upon the current status of our product development and
commercialization plans, we believe cash, cash equivalents and investments will
be adequate to satisfy our capital needs through at least the calendar year
2002. However, our actual capital requirements will depend on many factors,
including the status of product development; the time and cost involved in
Page 9 of 14
10
conducting clinical trials and obtaining regulatory approvals; filing,
prosecuting and enforcing patent claims; competing technological and market
developments; and our ability to market and distribute our future products and
establish new collaborative and licensing arrangements.
Our forecast of the period of time through which our financial resources
will be adequate to support our operations is a forward-looking statement that
involves risks and uncertainties, and actual results could vary materially. The
factors described above will impact our future capital requirements and the
adequacy of our available funds. We may be required to raise additional funds
through public or private financings, collaborative relationships or other
arrangements. There can be no assurance that such additional funding, if needed,
will be available on terms attractive to us, or at all. Furthermore, any
additional equity financing may be dilutive to existing stockholders and debt
financing, if available, may involve restrictive covenants. Collaborative
arrangements, if necessary to raise additional funds, may require us to
relinquish rights to certain of our technologies, products or marketing
territories. Our failure to raise capital when needed could have a material
adverse effect on our business, financial condition and results of operations.
MARKET RISK
Our exposure to market risk is principally limited to our cash
equivalents and investments that have maturities of less than two years. We
maintain a non-trading investment portfolio of investment grade, liquid debt
securities that limits the amount of credit exposure to any one issue, issuer or
type of instrument. The securities in our investment portfolio are not
leveraged, are classified as held-to-maturity and are therefore subject to
minimal interest rate risk. We currently do not hedge interest rate exposure.
RISK FACTORS
In addition to the other information contained in this report, we
caution stockholders and potential investors that the following important
factors, among others, in some cases have affected, and in the future could
affect, our actual results of operations and could cause our actual results to
differ materially from those expressed in any forward-looking statements made
by, on, or on behalf of us. The following information is not intended to limit
in any way the characterization of other statements or information under other
captions as cautionary statements for such purpose. These factors include:
o Delay, difficulty, or failure to obtain regulatory approval or clearance to
market our product candidates; including delays or difficulties in
development because of insufficient proof of safety or efficacy.
o Our limited experience in conducting and managing clinical trials; failure
to conduct clinical trials in compliance with applicable regulations and at
an acceptable cost.
o The ability to obtain, maintain and enforce intellectual property rights;
the cost of acquiring in-process technology and other intellectual property
rights, either by license, collaboration or purchase of another entity; the
cost of enforcing or defending our intellectual property rights.
o Failure of third party collaborators to conduct research and development
activities, including drug discovery and clinical testing; conflicts of
interest or priorities that may arise between us and such third party
collaborators.
o Dependence upon third parties to manufacture RSR13 bulk drug substance and
formulated drug product; failure of third parties to manufacture RSR13 bulk
drug substance or
Page 10 of 14
11
formulated drug product in compliance with regulatory requirements and at
an acceptable cost; failure of third parties to supply sufficient
quantities of RSR13 bulk drug substance or formulated drug product for
preclinical, clinical or commercial purposes; failure to establish
alternative sources of supply of RSR13 bulk drug substance or formulated
drug product.
o The ability to create sales, marketing and distribution capabilities for
our product candidates, or enter into agreements with third parties to
perform these functions.
o The ability to obtain acceptable prices or adequate levels of reimbursement
for our products from third party payors, including government and health
administration authorities and private health insurers.
o Difficulties or high cost of obtaining adequate financing to fund future
research, development and commercialization of product candidates.
o Competitive or market factors that may limit the use or broad acceptance of
our product candidates.
o The ability to attract and retain highly qualified management and
scientific personnel.
Page 11 of 14
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on April 27,
2001. At such meeting, the following actions were voted upon:
(a) Election of Directors
<Table>
<Caption>
For Withheld
---------- --------
Stephen J. Hoffman, Ph.D., MD. 14,072,015 378,988
Donald J. Abraham, Ph.D. 14,426,536 24,467
Stephen K. Carter, MD. 14,426,536 24,467
Mark G. Edwards 14,421,173 29,830
Marvin E. Jaffe, MD. 14,426,936 24,067
</Table>
(b) Approval of the Allos Therapeutics, Inc. 2001 Employee Stock
Purchase Plan.
<Table>
<Caption>
For Against Abstentions
--- ------- -----------
9,381,831 1,613,345 105,515
</Table>
(c) Ratification of PricewaterhouseCoopers, LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001.
<Table>
<Caption>
For Against Abstentions
--- ------- -----------
14,440,535 6,118 4,350
</Table>
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
a. Reports on Form 8-K None
b. Exhibits
EXHIBIT NO. DESCRIPTION
10.27* Office Lease with Catellus Development
Corporation dated April, 2001.
- ----------
* Certain confidential material contained in this document has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.
Page 12 of 14
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 13, 2001 ALLOS THERAPEUTICS, INC.
/s/ Stephen J. Hoffman
-----------------------------------------
Stephen J. Hoffman, PhD, MD
President and Chief Executive Officer
/s/ Michael E. Hart
-----------------------------------------
Michael E. Hart
Chief Financial Officer and Sr. Vice
President, Operations
/s/ Paulette M. Wilson
-----------------------------------------
Paulette M. Wilson
Controller
Page 13 of 14
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.27* Office Lease with Catellus Development
Corporation dated April, 2001.
</Table>
- ----------
* Certain confidential material contained in this document has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.
Page 14 of 14