FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission file number 000-28385
Protalex, Inc.
(Exact name of small business issuer as specified in its charter)
New Mexico 91-2003490
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
145 Union Square Drive New Hope, PA 18938
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (215) 862-9720
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 16,695,034 as of January 14, 2004.
Transitional Small Business Disclosure Format (check one):
Yes No X
PART I
ITEM I - FINANCIAL STATEMENTS
Protalex, Inc.
(A Company in the Development Stage)
BALANCE SHEET
November 30, 2003
ASSETS
(unaudited)
CURRENT ASSETS
Cash .......................................... $10,586,244
Prepaid expense ............................... 27,109
Interest receivable ........................... 27,500
-----------
Total current assets ............................ $10,640,853
EQUIPMENT
Lab equipment ................................. 258,947
Office and computer equipment ................. 134,387
Furniture & fixtures .......................... 21,268
Leasehold improvements ........................ 10,685
-----------
425,287
Less accumulated depreciation ................. (322,363) 102,924
-----------
OTHER ASSETS
Intellectual technology property, net of
accumulated amortization of $4,147.......... $16,155
-----------
Total Assets $10,759,932
===========
LIABILITIES
CURRENT LIABILITIES
Accounts payable .............................. $ 190,217
Payroll and related liabilities ............... 103,077
Current maturities of capital lease obligation. 18,310
-----------
Total current liabilities .............. $ 311,604
Capital lease obligation ........................ 30,824
-----------
Total liabilities ...................... 342,428
STOCKHOLDERS' EQUITY
Common stock, no par value,
authorized 40,000,000 shares,
16,695,034 shares issued and outstanding .... 16,123,998
Common stock, contra .......................... (368,547)
Additional paid in capital ...................... (412,536)
Deficit accumulated during
the development stage ....................... (4,925,411) 10,417,504
---------- -----------
$10,759,932
===========
The accompanying notes are an integral part of this financial statement.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
For the Six Months and Three Months ended November 30, 2003 and
2002, and From Inception (September 17, 1999) through November
30, 2003
Six Six Three Three From Inception
Months Ended Months Ended Months Ended Months Ended Through
November 30, November 30, November 30, November 30, November 30,
2003 2002 2003 2002 2003
------------ ------------- ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenues ........................ $ -- $ -- $ -- $ -- $ --
Operating Expenses
Research and development ...... (489,281) (488,182) (232,047) (292,772) (2,892,142)
Administrative ................ (558,514) (352,689) (240,851) (54,703) (1,521,913)
Professional fees ............. (147,827) (41,617) (110,068) (8,621) (425,043)
Depreciation and amortization . (3,384) (7,105) (1,508) (2,451) (79,748)
------------ ------------ ------------ ------------ ------------
Operating Loss ........ (1,199,006) (889,593) (584,474) (358,547) (4,918,846)
Other income (expense)
Interest income ............... 27,695 5,885 27,540 3,520 67,362
Interest expense .............. (3,990) (1,644) (1,878) (328) (64,908)
Loss on disposal .............. -- (9,019) -- (6,727) (9,019)
------------ ------------ ------------ ------------ ------------
NET LOSS .............. $ (1,175,301) $ (894,371) $ (558,812) $ (362,082) $ (4,925,411)
============ ============ ============ ============ ============
Weighted average number of common
shares outstanding ............ 14,005,239 12,145,373 15,804,677 12,284,748 11,286,985
============ ============ ============ ============ ============
Loss per common share ........... $ (.08) $ (.07) $ (.04) $ (.03) $ (.44)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
For the Six Months Ended November 30, 2003 and 2002, and From
Inception (September 17, 1999) through November 30, 2003
Six Six From Inception
Months Ended Months Ended Through
November 30, November 30, November 30,
2003 2002 2003
----------- ----------- -----------
(unaudited) (unaudited) (unaudited)
Cash flows from operating activities
Net loss ........................................... $(1,175,301) $ (894,371) $(4,925,411)
Adjustments to reconcile net loss to net
cash used in operating activities
Loss on disposal of equipment ............... -- 9,021 9,019
Depreciation and amortization .................. 34,132 57,156 339,398
Non cash compensation expense .................. 285,087 234,750 799,521
Non cash expenses ........................... -- -- 16,644
Decrease (increase) in prepaid expense ......... (19,729) (39,830) (26,601)
Increase in interest receivable (27,500) -- (27,500)
(Decrease) increase in payroll and
related liabilities ........................ 82,908 (1,996) 91,724
(Decrease) increase in interest payable ........ (15) (456) --
Increase in accounts payable and credit
card payable .................................. 86,076 46,128 201,570
----------- ----------- -----------
Net cash used in operating activities ....... (734,342) (589,598) (3,521,636)
----------- ----------- -----------
Cash flows from investing activities
Acquisition of intellectual technology license
- fee portion .................................... -- -- (20,000)
Acquisition of equipment ........................... (10,241) (12,424) (301,122)
Excess of amounts paid for public shell
over assets acquired to be accounted for
as a recapitalization ............................ -- -- (250,000)
Proceeds from disposal of equipment ................ -- 6,326 6,000
----------- ----------- -----------
Net cash used in investing activities ....... (10,241) (6,098) (565,122)
----------- ----------- -----------
Cash flows from financing activities
Proceeds from stock issuance, net of issuance costs . 11,372,481 1,263,001 14,992,882
Principal payment on equipment notes payable and
capital leases....... (13,372) (19,006) (246,277)
Contribution by shareholders ....................... -- -- 183,569
Principal payment on note payable to individuals ... (100,000) -- (325,717)
Issuance of note payable to individuals ............ 100,000 -- 468,546
Acquisition of common stock ........................ (308,334) (41,667) (400,001)
----------- ----------- -----------
Net cash provided by financing activities ... 11,050,775 1,202,328 14,673,002
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH....................... 10,306,192 606,632 10,586,244
Cash, beginning of period ............................ 280,052 261,867 --
----------- ----------- -----------
Cash, end of period .................................. $10,586,244 $ 868,499 $10,586,244
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS - CONTINUED
For the Six Months ended November 30, 2003 and 2002 and From
Inception (September 17, 1999) through November 30, 2003
From Inception
Period Ended Period Ended Through
November 30, 2003 November 30, 2002 November 30, 2003
Interest paid ....................................... $ 4,005 $ 1,643 $ 61,712
=============== =============== ==============
Taxes paid .......................................... $ -- $ -- $ 50
=============== =============== ==============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
10,000 shares of company stock were
issued as part of the cost of acquisition
of the intellectual technology license
at inception - value at $.03 per share ............ $ -- $ -- $ 300
=============== =============== ==============
100,000 shares of company stock were
issued in exchange for legal services
performed ......................................... $ -- $ -- $ 15,000
=============== =============== ==============
1,644 shares of company stock were
issued in exchange for interest payable ........... $ -- $ -- $ 1,644
=============== =============== ==============
Lab equipment was acquired through
issuance of installment contract to seller ........ $ -- $ -- $ 91,430
=============== =============== ==============
Lab equipment was acquired
through lease agreement with seller ......... $ -- $ -- $ 61,151
=============== =============== ==============
8,334 shares of company stock were
issued as compensation.......................... $ 16,418 $ -- $ 110,509
=============== =============== ==============
The accompanying notes are an integral part of these financial statements.
NOTE A - NOTES TO INTERIM FINANCIAL STATEMENTS
The interim financial data is unaudited, however in the opinion of
management, the interim data includes all adjustments, consisting of normal
recurring adjustments, necessary for a fair statement of the results for the
interim period. The financial statements included herein have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
omitted pursuant to such rules and regulations, although the Company
believes that the disclosures included herein are adequate to make the
information presented not misleading.
The organization and business of the Company, accounting policies followed
by the Company and other information are contained in the notes to the
Company's financial statements filed as part of the Company's Form 10-KSB/A
for the year ended May 31, 2003. This quarterly report should be read in
conjunction with such annual report.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and assumptions affecting the reported amounts of
assets, liabilities, revenues and expense, and the disclosure of contingent
assets and liabilities. Estimated amounts could differ from actual results.
2. Loss per Common Share
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS No. 128)
which is effective for periods ending after December 15, 1997. SFAS No. 128
provides for the calculation of " Basic" and "Diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing
loss to common shareholders by the weighted average number of common shares
outstanding for the period. All potentially dilutive securities have been
excluded from the computations since they would be antidilutive. However,
these dilutive securities could potentially dilute earnings per share in the
future. As of November 30, 2003, the Company had a total of 6,347,654
potentially dilutive securities.
3. Stock Based Compensation
The Company accounts for the options granted to employees using the
"intrinsic" method which records as compensation cost the difference between
exercise price of the options and the fair market value of Company stock on
the measurement (grant) date. Options to non-employees are accounted for
using the "fair value" method, which recognizes the value of the option as
an expense over the related service period with a corresponding increase to
paid-in capital.
Had the Company determined compensation expense based on the fair value at
the measurement date for its stock options granted to employees under
Statement of Financial Accounting Standards No. 123, the Company's net loss
and loss per share would have increased to the proforma amounts indicated as
follows:
Six Six From Inception
Months Ended Months Ended Through
November 30, November 30, November 30,
2003 2002 2003
------------ ------------ ------------
Net loss, as reported .......... $(1,175,301) $ (894,371) $(4,925,411)
Add: stock-based employee
compensation expense
included in reported
net loss .................. 285,087 234,750 705,430
Deduct: Stock-based employee
compensation expense
determined under fair-
value method for all
awards ................. (622,107) (426,843) (1,670,559)
----------- ----------- -----------
Pro forma net loss ............. $(1,512,321) $(1,086,464) $(5,890,540)
=========== =========== ===========
Loss per share, as reported .... $ (.08) $ (.07) $ (.44)
Proforma loss per share ........ $ (.11) $ (.09) $ (.52)
The fair value of the options are estimated on the date of the grant
using the Black-Scholes option pricing model with the following
assumptions: dividends of $0 per year; expected volatility of 90% - 131%;
risk-free interest rate of 4.16% - 5.11%; and an expected life of
three-five years.
During the six month period ended November 30,2003, the Company granted
584,333 options to an employee to purchase common stock with an exercise
price of $1.50 per share, expiring in 2013. The Company also granted
options to purchase 100,000 and 60,000 shares of common stock of the
Company to its CEO and an unrelated person, respectively, in connection
with the Company's September 2003 equity financing. These options have an
exercise price of $1.50 per share and terminate in 2013.
NOTE C - BOARD ACTIONS
On October 28, 2003, at an Annual Meeting of the Board of Directors, the Board
of Directors "Board" adopted the following resolutions:
1. The Officers of the Corporation for the ensuing year or until their
successors have been elected and qualified shall be: (i) Chairman of the Board,
G. Kirk Raab; (ii) CEO/President, Steven H. Kane; (iii) Secretary, Dennis Vik;
and (iv) Chief Financial Officer/Treasurer Don Dean.
2. The Audit Committee shall be Thomas P. Stagnaro, Arthur D. Bankhurst and G.
Kirk Raab, with the latter serving as chairman. The Compensation Committee shall
be G. Kirk Raab, Frank M. Dougherty and John E. Doherty, with the latter serving
as chairman. The Nomination Committee shall be Steven H. Kane, G. Kirk Raab and
Frank M. Dougherty, with the latter serving as chairman. The Board further
resolved that a Scientific Oversight Committee shall be formed with the purpose
of making recommendations to the Board regarding research and development
activities of the Corporation. The Scientific Oversight Committee, who do not
need to be members of the Board, shall be Thomas P. Stagnaro, Arthur D.
Bankhurst, Dinesh Patel, Barry Sherman and G. Kirk Raab, with the latter serving
as chairman. The Board further resolved that the President arrange for charters
to be drafted for the Audit Committee, Nomination Committee and the Compensation
Committee consistent with Nasdaq and SEC requirements and guidelines.
3. Approval by the Board must be obtained for any third party contracts over
$100,000. The Board also adopted the resolution that approval by the Board must
be obtained for any capital expenditures over $50,000. The Board also adopted
the resolution that any charges, checks or debit charges exceeding $5,000 be
approved in writing by the President and the Treasurer, and that the Treasurer
and President be authorized to draft a form of a Purchase Order to reflect
approval of debit charges and credit card charges.
4. The Company Bylaws shall be amended to reflect that the maximum number of
Directors be increased to 11.
5. The Compensation Committee shall be delegated the power to review and
finalize the proposed Employee Policies and Procedures Manual prepared by the
CFO.
6. Terral Jordan, an unrelated individual, shall be granted the right to
purchase 60,000 common shares, under a Stand Alone Non-Qualified Option
Agreement, at an exercise price of $1.50 per share to vest immediately and
having a life of 10 years from the date of grant, October 28, 2003. This is in
return for his efforts in introducing the Company to an investor in the
September 2003 financing.
7. The Board unanimously adopted and approved a Stock Option Plan.
8. Per the offer letter with Steven H. Kane, a bonus of one percent (1.0%) of
funds raised in year 2003, a gross amount of $126,576, is further authorized to
be granted to Mr. Kane.
9. The board shall meet four (4) times during the year 2004, on the following
dates: January 22, 2004, April 29, 2004, July 22, 2004 and October 26, 2004
(annual meeting) at a place to be determined by the Chairman of the Board.
NOTE D - SALE AND REPURCHASE OF COMMON STOCK
On September 18, 2003, the Company closed a private placement, raising a total
of $12,657,599 in exchange for 7,445,646 shares of common stock and 2,605,976
warrants exercisable at $2.40 per share, expiring on September 18, 2008. In
addition, 558,423 warrants, exercisable at $2.40 per share, were issued to
Merriman and Company, as part of their fee for acting as placement agent.
On September 19, 2003, the Company repurchased 2,994,803 shares of common stock
from former Chief Scientific Officer Paul Mann and family members for $300,000.
NOTE E - SUBSEQUENT EVENTS
1. On December 1, 2003 the Company entered into a lease agreement for new lab
space in New Hope, Pennsylvania, which shall commence on January 9, 2004. The
terms of this lease are for a period of 3 years, and annual rent payment is
$91,080 with 5% yearly increases.
2. On December 31, 2003, Don Dean resigned as Chief Financial Officer and
Treasurer and Dr. Dennis Vik resigned as Chief Scientific Officer and Secretary.
On December 12, 2003, the Company issued to their terminated employees 39,399
shares of common stock as part of their severance packages.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited financial statements
and related notes. This discussion, as well as the remainder of this Report on
Form 10Q-SB, contains forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Our actual results and the timing of certain events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Risks Relating to Our Business," "Description of Business" and elsewhere in our
most recent Annual Report on Form 10K-SB/A.
Plan of Operations
Pre-clinical safety studies for our target Rheumatoid Arthritis ("RA") drug were
completed in May 2003, with no significant clinical reactions and no
toxicologically meaningful differences between the test and control groups.
These studies and the pre-clinical efficacy studies concluded in 2002 lay the
foundation for the Investigational New Drug ("IND") application for treating RA.
We expect to submit the IND application during the second quarter of calendar
year 2004. During the next 12 months, we expect to undertake IND-related
activities including manufacturing our drug and Phase I and II human clinical
trials, arranging for packaging and testing, designing clinical trial protocols
and designing an animal "bridging study" to compare the lots used in animal
trials with our manufactured product to be used in human clinical trials.
Based on conversations with the FDA, we are conducting in-house laboratory work
regarding drug formulation and stability and developing measures of
immunogenicity. Our contract laboratory in Europe produced an early lot of our
RA drug, for initial testing, in the fourth quarter of calendar year 2003; and a
final lot is scheduled to be released in first quarter of calendar year 2004, in
time for Phase I human clinical trials.
We intend to hire a Chief Financial Officer, a Director of Clinical and
Regulatory Affairs and a Laboratory Cell Technician in the first calendar
quarter of 2004. We also expect to hire an additional two to three employees
during the remainder of calendar 2004. Continued growth in staffing is
anticipated in the Company's business plan, and specialized staffing
requirements in the areas of management, scientific and FDA regulatory affairs
will call for competitive salaries to attract and retain qualified personnel.
We project that funds raised in the September 2003 private placement will be
sufficient to sustain the Company for at least 21 months.The Company also
expects significant progress in the characterization of the active component
of the Company's first product during the next twelve months and that this
progress will enable the synthesis of new compounds.
ITEM 3 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed and implemented to ensure that
all material information relating to a company is made known to its president,
chief financial officer and such other persons who are responsible for preparing
and filing periodic reports with the Securities and Exchange Commission. On
October 14, 2003, Steven H. Kane, Chief Executive Officer, and Donald K. Dean,
Chief Financial Officer, representing all of the officers and directors of
Protalex, Inc., evaluated Protalex's disclosure controls and procedures and
concluded that such controls were adequate as of that date.
Changes in Internal Control:
Other than requiring Board approval for third party contracts over $100,000 and
for any capital expenditures over $50,000, there have been no significant
changes in Protalex's internal controls or any other factors that could
significantly affect the Company's internal controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II
ITEM 2
On September 18, 2003, we sold 7,445,646 shares of common stock of the Company
for an aggregate purchase price of approximately $12,657,599. In addition, we
issued warrants to purchase up to 2,605,976 shares of our common stock, at an
exercise price of $2.40 per share. The warrants are exercisable from the date of
issuance until September 18, 2008. The shares and warrants were offered through
a placement agent, for whose services we paid a placement agent fee of
approximately $950,000 and issued warrants to purchase up to 558,423 shares of
Company common stock. After the placement agent fee and before deducting related
legal and accounting expenses, we realized net proceeds of approximately $11.4
million. We intend to use the net proceeds of the offering to support our
working capital needs as we continue research on our prospective RA drug and our
related Investigational New Drug application. We issued all of the securities
under an exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") pursuant to Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D under the Securities Act.
All of the shares of common stock issued to the investors or to be issued upon
exercise of the warrants issued to the investors were registered for resale on a
registration statement on Form SB-2, Registration No. 333-109846, which was
declared effective on December 8, 2003. Our agreement with the investors
requires us to cause the SB-2 registration statement to remain effective until
such time as all shares held by the investors could be sold under Rule 144(k)
promulgated under the Securities Act. We also agreed to indemnify each selling
stockholder for claims made against them arising out of, among other things,
statements made in the registration statement.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included as part of this Form SB-2. References to
"the Company" in this Exhibit List mean Protalex, Inc., a New Mexico
corporation.
Exhibit No. Description
2.1 Stock Purchase Agreement among the Company, Don Hanosh and
Enerdyne Corporation (Incorporated by reference, to the
Company's 10-SB filing December 3, 1999)
2.2 Merger Agreement and Plan of Re-organization between
Protalex, Inc. and Enerdyne Corporation (Incorporated by
reference, to the Company's 10-SB filing December 3, 1999)
3.1 Articles of Incorporation of the Company, as amended
(Incorporated by reference, to the Company's 10-SB filing
December 3, 1999)
3.2 Bylaws of the Company (Incorporated by reference, to the
Company's 10-KSB/A filing September 24, 2003)
4.1 Letter Agreement with Pembroke Financial Ltd.
(Incorporated by reference, to the Company's 10-KSB/A
filing September 24, 2003)
4.2 Securities Purchase Agreement dated September 18, 2003
between the Company and certain of the Selling Stockholders
(Previously filed with the Company's SB-2 filing on
October 20, 2003)
4.3 Investor Rights Agreement dated September 18, 2003 between
the Company and certain of the Selling Stockholders
(Previously filed with the Company's SB-2 filing on October
20, 2003)
4.4 Form of Common Stock Purchase Warrant issued by the Company
to the Selling Stockholders (Previously filed with
the Company's SB-2 filing on October 20, 2003)
5.1 Opinion of Luce, Forward, Hamilton & Scripps LLP(Previously
filed with the Company's SB-2 filing on October 20, 2003)
9.1 Shareholders Agreement between the Company and various
common stockholders (Previously filed with the Company's
SB-2 filing on October 20, 2003)
10.1 Employment offer letter executed by Steven H. Kane
(Incorporated by reference, to the Company's 10-KSB/A
filing September 24, 2003)
10.2 Board appointment executed by G. Kirk Raab (Incorporated by
reference, to the Company's 10-KSB/A filing September 24,
2003)
10.3 Form of Option Agreement (Incorporated by reference, to the
Company's 10-KSB/A filing September 24, 2003)
10.4 Equipment Lease Agreement between the Company and Waters
Technologies Corporation (Incorporated by reference, to the
Company's 10-KSB/A filing September 24, 2003)
10.7 Assignment of Intellectual Property from Alex LLC to the
Company (Incorporated by reference, to the Company's
10-KSB/A filing September 24, 2003)
10.8 Assignment of Intellectual Property from Dr. Paul Mann to
the Company (Incorporated by reference, to the Company's
10-KSB/A filing September 24, 2003)
10.9* Lease Agreement for facilities at 145 Union Square Drive,
New Hope, Pennsylvania with Union Square, L.P. dated
December 1, 2003
31.1* Certification of Chief Executive Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act
31.2* Certification of Chief Financial Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act
32.1* Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
32.2* Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
* Filed herewith.
(b) A report on Form 8-K was filed on September 22, 2003, which detailed
the repurchase of stock from a former Chief Scientific Officer.
A report on Form 8-K was filed on October 8, 2003, which detailed the
resignation of William Hitchcock as a member of the Compensation
Committee and as Chairman of the Audit Committee.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROTALEX, INC.
Date: January 14, 2004 PROTALEX, INC.
By: Steven H. Kane
----------------------------------
Steven H. Kane, President, Chief
Executive Officer and Acting Chief
Financial Officer