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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 2001 Commission File No. 000-29089
ANTIGENICS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-1562417
(State of Incorporation) (I.R.S. Employer Identification Number)
630 FIFTH STREET, SUITE 2100, NEW YORK, NEW YORK, 10111
(Address of Principal Executive Offices)
(212) 332-4774
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----------------- --------------------
Number of shares outstanding of the registrant's Common Stock as of May 7, 2001
Common Stock, par value $.01 shares outstanding 27,411,719
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ANTIGENICS INC.
QUARTER ENDED MARCH 31, 2001
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
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Item 1 - Unaudited Financial Statements
Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001 (unaudited) ............. 1
Consolidated Statements of Operations
For the three months ended March 31, 2000 and 2001 (unaudited) ................................. 2
Consolidated Statements of Cash Flows
For the Three months ended March 31, 2000 and 2001 (unaudited) ................................. 3
Notes to Unaudited Consolidated Financial Statements............................................ 4
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations........... 6
Item 3 - Quantitative and Qualitative Disclosures About Market Risk...................................... 8
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds....................................................... 9
Item 6 - Exhibits and Reports on Form 8-K............................................................... 9
Signatures............................................................................................... 10
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PART I - FINANCIAL INFORMATION
ITEM 1 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ANTIGENICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, MARCH 31, 2001
2000 (UNAUDITED)
---- -----------
ASSETS
Cash and cash equivalents $ 96,142,726 90,077,847
Marketable securities 2,996,750 --
Accounts receivable 532,896 864,997
Inventories 669,618 1,043,330
Prepaid expenses 619,324 651,931
Other assets 631,095 441,147
Due from related party 376 2,467
------------- -------------
Total current assets 101,592,785 93,081,719
Plant and equipment, net of accumulated amortization and
depreciation of $2,942,744 and $3,667,076 at December 31, 2000
and March 31, 2001, respectively 14,640,281 14,398,939
Intangible assets, net of accumulated amortization of $156,563
and $428,748 at December 31, 2000 and March 31, 2001,
respectively 9,606,638 9,334,453
Other assets 2,125,996 2,435,625
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Total assets $ 127,965,700 119,250,736
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,273,631 1,969,927
Accrued liabilities 4,002,983 2,632,351
Current portion, long-term debt 2,334,646 2,216,580
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Total current liabilities 8,611,260 6,818,858
Long-term liabilities 2,650,959 2,263,800
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.01 per share; 1,000,000
shares authorized; no shares issued and outstanding -- --
Common stock, par value $0.01 per share; 100,000,000
shares authorized; 27,316,295 and 27,404,654 shares issued and
outstanding at December 31, 2000 and March 31, 2001, respectively 273,162 274,046
Additional paid-in capital 202,253,314 203,014,562
Accumulated other comprehensive loss (199,711) (311,293)
Deferred compensation (1,277,357) (1,156,350)
Accumulated deficit (84,345,927) (91,652,887)
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Total stockholders' equity 116,703,481 110,168,078
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Total liabilities and stockholders' equity $ 127,965,700 119,250,736
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See accompanying notes to unaudited consolidated financial statements.
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ANTIGENICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 2001
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Revenue
Product sales $ -- 313,808
Research and development -- 569,680
Expenses:
Cost of sales -- 225,532
Research and development 3,529,495 6,167,929
General and administrative 1,900,035 2,948,660
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Operating loss (5,429,530) (8,458,633)
Other income/(expense):
Interest expense (105,781) (162,307)
Interest income 1,172,115 1,313,980
------------ ----------
Net loss $ (4,363,196) (7,306,960)
============ ==========
Net loss per share,
basic and diluted $ (0.19) (0.27)
============ ==========
Weighted average number of shares
outstanding, basic and diluted 22,990,922 27,341,480
============ ==========
See accompanying notes to unaudited consolidated financial statements.
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ANTIGENICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
(UNAUDITED)
MARCH 31,
---------
2000 2001
---- ----
Cash flows from operating activities:
Net loss $ (4,363,196) (7,306,960)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 359,793 996,517
Stock options 869,408 451,002
Changes in operating assets and liabilities:
Other assets (185,436) 10,247
Prepaid assets (389,860) (32,607)
Inventories -- (373,712)
Accounts receivable -- (332,101)
Accounts payable 630,678 (303,704)
Accrued liabilities (237,197) (1,370,632)
Due to/from related party, net 7,319 (2,091)
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Net cash used in operating activities (3,308,491) (8,264,041)
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Cash flows from investing activities:
Purchase of plant and equipment (393,147) (482,990)
Investments -- (225,000)
Proceeds from sale of marketable securities -- 2,996,750
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Net cash (used in) provided by investing
activities (393,147) 2,288,760
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Cash flows from financing activities:
Net proceeds from sale of equity 66,788,578 --
Exercise of stock options and warrants 76,505 432,137
Payments of long-term debt (192,543) (521,735)
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Net cash provided by (used in) financing
activities 66,672,540 (89,598)
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Net increase (decrease) in cash and cash
equivalents 62,970,902 (6,064,879)
Cash and cash equivalents at beginning of period 46,417,942 96,142,726
------------- -------------
Cash and cash equivalents at end of period $ 109,388,844 90,077,847
============= =============
Supplemental cash flow information:
Interest paid $ 105,781 163,435
Non-cash investing and financing activities:
Unrealized loss on marketable securities $ 0 111,582
============= =============
See accompanying notes to unaudited consolidated financial statements.
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ANTIGENICS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Antigenics Inc.
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Article 10 of Regulation S-X and include the accounts of Antigenics Inc. and
our wholly-owned subsidiaries. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included. All
significant intercompany balances have been eliminated. Operating results for
the three-month period ended March 31, 2001 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2001. For
further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 2000 included in our annual
report on Form 10-K filed with the Securities and Exchange Commission on March
28, 2001.
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. SFAS No. 133, as amended, is effective
for our fiscal year beginning January 1, 2001. The adoption of SFAS No. 133 did
not have a material effect on our financial position or results of operations as
we have no derivative or hedging transactions.
NOTE B - MERGER AGREEMENT WITH AQUILA BIOPHARMACEUTICALS, INC.
On November 16, 2000, we acquired all of the outstanding common stock, options
and warrants of Aquila Biopharmaceuticals, Inc., a biotechnology company engaged
in the discovery, product development and commercialization of products to
prevent, treat, or control infectious diseases, autoimmune disorders and
cancers. The acquisition was accounted for using the purchase method of
accounting and, accordingly, the results of operations of Aquila have been
included in our financial statements from the date of acquisition. A portion of
the purchase price of $44,819,000, was allocated to the identifiable net assets
acquired based on their estimated fair values.
NOTE C - INITIAL PUBLIC OFFERING
On February 9, 2000, we completed an initial public offering (the "IPO") of
4,025,000 shares of common stock at $18 per share. We received $72,450,000
before deduction of offering expenses of approximately $6,221,000. Concurrently
with the completion of the IPO, we were converted from a limited liability
company to a corporation. All members of the limited liability company exchanged
their respective member interests for shares of common stock in the corporation.
The financial statements have been retroactively adjusted to reflect the
conversion from a limited liability company to a corporation and the exchange of
each unit of members' equity into 172.0336 shares of common stock.
NOTE D - INCOME TAXES
Prior to converting to a corporation in February 2000, we were a limited
liability company, and as such, no federal, state or local income taxes were
levied on the company. Each member of the limited liability company was
individually responsible for reporting their share of the company's net income
or loss on their personal tax returns. As a result we will not be able to offset
future taxable income, if any, against losses incurred prior to the conversion
to a corporation.
Income taxes are accounted for under the asset and liability method. Beginning
February 9, 2000, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be
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reversed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred tax assets are recorded when they more likely than not
are able to be realized.
Given our history of incurring operating losses, management believes that it is
more likely than not that any deferred tax assets, net of deferred tax
liabilities, will not be realized. Therefore, there is no income tax benefit in
the accompanying financial statements because of a loss before income taxes and
the need to recognize a valuation allowance on net deferred tax assets.
NOTE E - EARNINGS PER SHARE
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," requires the calculation and presentation of "Basic" and "Diluted"
earnings per share. Basic earnings per share is calculated by dividing net loss
by the weighted average number of common shares outstanding. Diluted earnings
per share is calculated by dividing net loss by the weighted average common
shares outstanding plus the dilutive effect of outstanding stock options and
stock warrants. Because we report a net loss, diluted earnings per share is the
same as basic earnings per share because the effect of outstanding stock options
and stock warrants being added to weighted average shares outstanding would
reduce the net loss per share. Therefore, outstanding stock options and stock
warrants are not included in the calculation.
NOTE F - STOCK-BASED COMPENSATION PLANS
During the three months ended March 31, 2001, we granted approximately 224,000
non-qualified stock options and approximately 116,000 incentive stock options to
employees and directors with exercise prices at the fair value of the underlying
shares at the date of grant. These options were granted at a weighted average
exercise price of $11.90 per share. In addition, we granted 10,000 non-qualified
stock options to outside advisors of which 2,000 options vested immediately and
the remainder vest over three years. These options were granted at a weighted
average exercise price of $11.85 per share. Approximately 88,000 options were
exercised and approximately 18,000 options were forfeited during the three
months ended March 31, 2001.
We recorded a charge to operations related to the grants of options to employees
and directors for the three months ended March 31, 2000 and 2001, of
approximately $128,000 and $212,000, respectively. For the three months ended
March 31, 2000 and 2001, the charge to operations related to options granted and
earned by outside advisors totaled approximately $742,000 and $239,000,
respectively.
NOTE G - INVENTORY
Inventories consist of the following at March 31, 2001:
Finished Goods $ 417,836
Work-in-process 572,418
Raw materials & supplies 53,076
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$1,043,330
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NOTE H - COMMITMENTS AND RELATED PARTY TRANSACTIONS
On May 18, 2000, we committed $3,000,000 to become a limited partner in a
limited partnership which will invest principally in companies that apply
genomic technologies and information in their offerings of products and services
or that are engaged in research and development and efforts involving genomic
technologies with a view to developing such products and services. Contributions
to the limited partnership are made as authorized by the general partner. As of
March 31, 2001, we have invested $525,000, $225,000 of which was invested during
the three months ended March 31, 2001, and have included this amount in
non-current other assets. We account for this investment under the cost method.
The general partner of the limited partnership is AGTC Partners, L.P. and
NewcoGen Group Inc. is the general partner of AGTC Partners, L.P. Noubar Afeyan,
Ph.D., who is one of our directors, is the president of NewcoGen Group Inc. and
is also a principal of the limited partnership. In addition, Garo H. Armen,
Ph.D., our chief executive officer and one of our directors, is a director of
NewcoGen Group Inc.
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NOTE I - SUBSEQUENT EVENT
On April 23, 2001, we entered into a definitive agreement to purchase Aronex
Pharmaceuticals, Inc. in a tax-free, stock-for-stock transaction. Under the
terms of the merger agreement, each outstanding share of Aronex common stock
will convert into the right to receive approximately $1.10 in shares of our
common stock and Aronex will become our wholly owned subsidiary. In addition,
each share of Aronex common stock will be entitled to a contingent value right,
based on the achievement of a certain milestone by Aronex, potentially worth an
additional $0.15 in shares of our common stock. Based upon the closing price of
our stock an April 23, 2001, we would issue approximately 1.8 million shares
(worth approximately $28 million) at the closing of the transaction. Pursuant to
the merger agreement, Aronex stockholders will not receive greater than 0.0917
shares or less than 0.0550 shares of our common stock for each of their Aronex
shares.
The merger will be accounted for under the purchase method of accounting, which
means the purchase price will be allocated to the assets and liabilities of
Aronex, including its intangible assets, based upon their fair values. The
results of operations and cash flows of Aronex will be included in our
consolidated financial statements prospectively as of the closing of the merger.
In addition, we anticipate recognizing a non-recurring charge to operations at
the date of closing of the merger for the immediate write-off of acquired
in-process research and development. Closing of the merger is subject to the
adoption of the agreement by the stockholders, and other customary closing
conditions.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are currently developing treatments for cancers, serious infectious diseases,
and autoimmune and degenerative disorders using our proprietary technologies
that program the immune system and improve quality of life. Since our inception
in March 1994, our activities have primarily been associated with the
development of our heat shock protein technology and our lead therapeutic
vaccine, Oncophage(R). Our business activities have included, product research
and development, intellectual property prosecution, establishing manufacturing
capabilities, manufacturing therapeutic vaccines for clinical trials, and
regulatory and clinical affairs.
We have incurred significant losses since our inception and have first generated
revenues during the year ended December 31, 2000. As of March 31, 2001, we had
an accumulated deficit of approximately $91,653,000. We expect to continue to
incur net losses over the next several years as we complete our Oncophage
clinical trials, apply for regulatory approvals, continue development of our
technology and expand our operations. We have been dependent principally on
equity and debt financings to fund our business activities. Our financial
results may vary depending on many factors, including:
- the progress of Oncophage in the regulatory process;
- the acceleration of other therapeutic vaccine candidates into
preclinical and clinical trials;
- our investment in manufacturing process development and in
manufacturing capacity for Oncophage and other product
candidates;
- development of a sales and marketing staff and sales
activities if Oncophage or other product candidates are
approved for commercialization; and
- the progress of our other research and development efforts.
HISTORICAL RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2000
Revenue: As a result of the acquisition of Aquila Biopharmaceuticals, Inc. in
November 2000, we generated $314,000 of product revenue and $570,000 of research
and development revenue during the three months ended March 31, 2001 and no
revenues during the three months ended March 31, 2000. Product revenues consist
of sales of the feline leukemia vaccine to our
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marketing partner Virbac, S.A., a private French company, which has exclusive
worldwide rights to market the product. Revenues from research and development
activities consist of shipments of QS-21 to be used in clinical trials by our
partners.
Cost of Sales: Cost of sales related entirely to product revenue was $226,000
for the three months ended March 31, 2001. We had no cost of sales for the three
months ended March 31, 2000. For the three months ended March 31, 2001, cost of
sales was 72% of product sales.
Research and Development: Research and development expense increased 75% to
$6,168,000 for the three months ended March 31, 2001 from $3,529,000 for the
three months ended March 31, 2000. The Aquila acquisition increased research
costs by $1,175,000 for the three months ended March 31, 2001 over the same
period in 2000. The increase was also principally due to the increase in staff
to support the company's expanded research and development activities increasing
costs by $889,000. Costs associated with our clinical trials increased $235,000
over the three months ended March 31, 2000. Other increases in our ongoing
development activities were $484,000 higher than in 2000. These increases were
partially offset by the decrease in the non-cash charge for options granted and
earned by outside advisors, directors and employees from $440,000 for the three
months ended March 31, 2000 to $296,000 for the three months ended March 31,
2001. Research and development expenses consist primarily of compensation for
employees and outside advisors conducting research and development work, funding
paid to the University of Connecticut, where we sponsor research, costs
associated with the operation of our manufacturing and laboratory facilities and
funding paid to support Oncophage clinical trials.
General and Administrative: General and administrative expenses increased 55% to
$2,949,000 for the three months ended March 31, 2001 from $1,900,000 for the
three months ended March 31, 2000. The Aquila acquisition increased general and
administrative costs by $769,000 for the three months ended March 31, 2001. The
increase was also due to the growth in the number of employees to support our
expanded business operations which increased costs by $163,000, legal expenses
related to general corporate and patent activities which were $200,000 higher
for the three months ended March 31, 2001 as compared to the same period in 2000
and increased costs related to operating as a public company which were $89,000
for the three months ended March 31, 2001 compared to no costs for the first
quarter in 2000. These increases were partially offset by the decrease in the
non-cash charge for options granted and earned by outside advisors, directors
and employees to $155,000 for the three months ended March 31, 2001 from
$429,000 for the three months ended March 31, 2000. Other increases in our
general and administrative expenses were $102,000 higher for the three months
ended March 31, 2001 than for the same period in 2000. General and
administrative expenses consisted primarily of personnel compensation, office
expenses and professional fees.
Interest expense: Interest expense increased 53% to $162,000 for the three
months ended March 31, 2001 from $106,000 for the three months ended March 31,
2000 due to the increased borrowings under a credit facility to partially fund
the construction of our manufacturing and laboratory facility.
Interest Income: Interest income increased 12% to $1,314,000 for the three
months ended March 31, 2001 from $1,172,000 for the three months ended March 31,
2000. This increase was principally attributable to a higher average cash and
cash equivalents balance during the three months ended March 31, 2001 as
compared to the three months ended March 31, 2000 as a result of net proceeds of
$66,229,000 from our initial public offering completed in February 2000 and the
acquisition of Aquila in November 2000.
LIQUIDITY AND CAPITAL RESOURCES
We have incurred annual operating losses since inception, and, at March 31,
2001, we have incurred an accumulated deficit of $91,653,000, inclusive of
accumulated non-cash charges of $12,968,000 related to grants of stock options,
warrants and common stock grants and $25,800,000 of acquired in-process research
and development. Since our inception, we have financed our operations primarily
through the sale of equity, interest income earned on cash and cash equivalent
balances and debt provided through a credit line secured by some of our
manufacturing and laboratory assets. From our inception through March 31, 2001,
we raised aggregate net proceeds of $146,595,000 through the sale of equity and
the exercise of stock options and warrants, and borrowed $3,481,000 under our
$5,000,000 credit facility. We expect that we will fund our capital expenditures
and growing operations over the next two years with current working capital. We
may, however, raise money in the capital markets. Our future capital
requirements include, but are not limited to, supporting our Oncophage clinical
trial efforts and continuing our other research and development programs.
Satisfying our long-term liquidity needs will require the successful
commercialization of Oncophage or other products and may require additional
capital.
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Our cash and cash equivalents at March 31, 2001 were $90,078,000, a decrease of
$6,065,000 from December 31, 2000. During the three months ended March 31, 2001,
we used cash primarily to finance operations, including our Oncophage clinical
trials.
Net cash used in operating activities for the three months ended March 31, 2000
and 2001 was $3,308,000 and $8,264,000, respectively. The increase resulted from
the increase in the activity of our Oncophage clinical trials and general
expansion of our operations.
Net cash used in investing activities for the three months ended March 31, 2000
was $393,000 as compared to net cash provided by investing activities of
$2,289,000 for the three months ended March 31, 2001. For the three months ended
March 31, 2001 we invested $483,000 for the purchase of equipment, furniture and
fixtures and an additional $225,000 was contributed to a limited partnership, of
which we became a member during the second quarter of 2000. Our total commitment
to this limited partnership is $3,000,000 with contributions made as authorized
by the general partner. For the three months ended March 31, 2001 we received
proceeds from the sale of marketable securities of $2,997,000.
Net cash provided by financing activities was $66,673,000 for the three months
ended March 31, 2000 as compared to net cash used in financing activities of
$90,000 for the three months ended March 31, 2001. Since inception, our primary
source of financing has been from equity investments. During the three months
ended March 31, 2000 and 2001, sales of equity and, in 2001, exercises of stock
options and warrants, totaled approximately $66,865,000 and $432,000. At March
31, 2001, we had outstanding $4,266,000 under our credit facilities, which were
used to finance the construction of our manufacturing and laboratory facilities
and to purchase related equipment. Loans that were drawn down on the credit
facilities are secured by specific assets, including leasehold improvements,
which they finance.
OTHER
The Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements reflecting management's current
expectations regarding our future performance. These expectations are based on
certain assumptions regarding the timing of our clinical trials, the efficacy of
products, the availability of capital and other factors relating to our growth.
These expectations may not materialize if product development efforts are
delayed or suspended or if other assumptions prove incorrect. These factors are
more fully discussed in our annual report on Form 10-K filed with the Securities
and Exchange Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we are exposed to fluctuations in interest
rates as we seek debt financing to make capital expenditures. We do not employ
specific strategies, such as the use of derivative instruments or hedging, to
manage our interest rate exposures. There has been no change since the fiscal
year ended December 31, 2000 with respect to our interest rate exposures or our
approach toward those exposures. Further, we do not expect our market risk
exposures to change in the near term.
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PART II - OTHER INFORMATION
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 9, 2000, we sold 4,025,000 shares of our common stock
(including the underwriters' overallotment option) at $18 per share to the
underwriters. We received net proceeds in the initial public offering of
approximately $66,229,000 reflecting gross proceeds of $72,450,000, net of
underwriter commissions of approximately $5,071,500 and other offering costs of
approximately $1,149,500.
We have used the following net offering proceeds as of March 31,
2001: approximately $2,841,000 for fixed asset additions, $525,000 for
investments, $971,000 for debt obligations, $1,210,000 for acquisition costs and
$19,134,000 for operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Form of Debenture. Filed as exhibit 4.1 to the Report on Form
8-K of Aquila Biopharmaceuticals, Inc. (File No. 0-12081) and
incorporated herein by reference.
10.1 Master Loan and Security Agreement dated July 15, 1998 by and
between Aquila Biopharmaceuticals, Inc. and Transamerica
Business Credit Corporation. Filed as exhibit 4.3 to the
Annual Report on Form 10-K for the year ended December 31,
1998 of Aquila Biopharmaceuticals, Inc. (File No. 0-12081) and
incorporated herein by reference.
10.2 Lease Agreement by and between Aquila Biopharmaceuticals, Inc.
and NDNE 9/90 Corporate Center LLC effective September 9,
1998. Filed as exhibit 10.2 to Amendment No. 1 to Registration
Statement on Form S-3 of Aquila Biopharmaceuticals, Inc. (File
No. 333-46641) and incorporated herein by reference.
(b) Reports on Form 8-K
On January 29, 2001, we filed an amendment to our Current Report on Form 8-K
dated November 16, 2000 which was filed on November 30, 2000. The initial report
disclosed the completion of our acquisition of Aquila Biopharmaceuticals, Inc.
and the amendment included the financial statements of Aquila and the pro forma
condensed consolidated financial statements of Antigenics.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
ANTIGENICS INC.
Date: May 11, 2001 /s/ Garo H. Armen, Ph.D.
------------------------------------------------
Garo H. Armen, Ph.D.
President and Chief Executive Officer (Principal
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Form of Debenture. Filed as exhibit 4.1 to the Report on Form
8-K of Aquila Biopharmaceuticals, Inc. (File No. 0-12081) and
incorporated herein by reference.
10.1 Master Loan and Security Agreement dated July 15, 1998 by and
between Aquila Biopharmaceuticals, Inc. and Transamerica
Business Credit Corporation. Filed as exhibit 4.3 to the
Annual Report on Form 10-K for the year ended December 31,
1998 of Aquila Biopharmaceuticals, Inc. (File No. 0-12081) and
incorporated herein by reference.
10.2 Lease Agreement by and between Aquila Biopharmaceuticals, Inc.
and NDNE 9/90 Corporate Center LLC effective September 9,
1998. Filed as exhibit 10.2 to Amendment No. 1 to Registration
Statement on Form S-3 of Aquila Biopharmaceuticals, Inc. (File
No. 333-46641) and incorporated herein by reference.
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