FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 0-19732
-------
CORVAS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0238812
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3030 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
(858) 455-9800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark whether the Registrant (l) 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
--- ---
At November 1, 1999, there were 17,488,391 shares of Common Stock,
$0.001 par value, of the Registrant issued and outstanding.
CORVAS INTERNATIONAL, INC.
INDEX
Page
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 1999 (unaudited)
and December 31, 1998 1
Condensed Statements of Operations for the Three
and Nine Months Ended September 30, 1999 and 1998 (unaudited) 2
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 1999 and 1998 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 10
None
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
None
Item 4. Submission of Matters to a Vote of Security Holders 10
None
Item 5. Other Information 10
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 11
(b) Reports on Form 8-K 11
None
SIGNATURES 12
Part I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CORVAS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
(In thousands)
September 30, 1999 December 31, 1998
ASSETS (unaudited)
- ------ ------------------ ------------------
Current assets:
Cash and cash equivalents $ 929 $ 611
Short-term debt securities held to maturity
and time deposits, partially restricted 18,376 17,002
Receivables 306 251
Notes receivable from related party 278 153
Other current assets 649 411
------------------ ------------------
Total current assets 20,538 18,428
Debt issuance costs 103 0
Property and equipment, net 1,153 1,484
------------------ ------------------
$ 21,794 $ 19,912
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 755 $ 326
Accrued liabilities 1,877 993
Accrued vacation 204 207
------------------ ------------------
Total current liabilities 2,836 1,526
------------------ ------------------
Convertible note payable 6,542 0
Stockholders' equity:
Preferred stock - Series A 1 1
Preferred stock - Series B 0 0
Common stock 17 15
Additional paid-in capital 100,358 96,223
Accumulated deficit (87,960) (77,853)
------------------ ------------------
Total stockholders' equity 12,416 18,386
Commitments and contingencies
------------------ ------------------
$ 21,794 $ 19,912
================== ==================
See accompanying notes to condensed financial statements.
1
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
In thousands, except per share data
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
REVENUES:
Revenue from collaborative agreements $ 1,394 $ 1,746 $ 4,694 $ 5,239
License fees and milestones 0 0 0 2,000
Net product sales 0 0 0 43
Royalties 86 24 122 120
----------- ----------- ----------- -----------
Total revenues 1,480 1,770 4,816 7,402
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Research and development 4,119 3,852 10,901 11,534
General and administrative 2,929 762 4,564 3,028
Cost of products sold 0 0 0 18
----------- ----------- ----------- -----------
Total costs and expenses 7,048 4,614 15,465 14,580
----------- ----------- ----------- -----------
Loss from operations (5,568) (2,844) (10,649) (7,178)
OTHER INCOME:
Interest income 190 343 585 915
Interest expense (43) 0 (43) 0
Other income 0 0 0 5
----------- ----------- ----------- -----------
147 343 542 920
----------- ----------- ----------- -----------
Net loss and other comprehensive loss $ (5,421) $ (2,501) $ (10,107) $ (6,258)
=========== =========== =========== ===========
Basic and diluted net loss per share $ (0.34) $ (0.17) $ (0.65) $ (0.44)
=========== =========== =========== ===========
Shares used in calculation of basic and
diluted net loss per share 15,833 14,743 15,371 14,251
=========== =========== =========== ===========
See accompanying notes to condensed financial statements.
2
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
In thousands
(unaudited)
Nine Months Ended
September 30,
-----------------------------------
1999 1998
---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,107) $ (6,258)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 424 461
Amortization of premiums and discounts on investments 55 51
Amortization of debt issuance costs (1) 0
Interest expense on convertible note 43 0
Loss on disposition of property and equipment 74 81
Stock compensation expense 724 111
Change in assets and liabilities:
(Increase) decrease in receivables (55) 29
(Increase) decrease in other current assets (238) 26
Increase in accounts payable, accrued
liabilities and accrued vacation 1,309 244
Decrease in deferred revenue 0 (3,656)
---------------- -----------------
Net cash used in operating activities (7,772) (8,911)
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments held to maturity (19,622) (31,591)
Proceeds from maturity of investments held to maturity 18,193 36,596
Purchases of property and equipment (167) (841)
Loan to related party (125) 0
---------------- -----------------
Net cash (used in) provided by investing activities (1,721) 4,164
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 3,414 3,891
Net proceeds from issuance of convertible note payable 6,397 0
---------------- -----------------
Net cash provided by financing activities 9,811 3,891
---------------- -----------------
Net increase (decrease) in cash and cash equivalents 318 (856)
Cash and cash equivalents at beginning of period 611 2,044
---------------- -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 929 $ 1,188
================ =================
See accompanying notes to condensed financial statements.
3
CORVAS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(1) The Company
-----------
Corvas International, Inc. (the "Company") was incorporated on March
27, 1987 under the laws of the State of California. In July 1993, the Company
reincorporated in the State of Delaware. The Company is engaged in the design
and development of a new generation of therapeutic agents for cardiovascular,
cancer and other major diseases.
(2) Basis of Presentation
---------------------
The interim financial information contained herein is unaudited but, in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation. The condensed
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto for the year ended December 31, 1998.
Results for the interim periods are not necessarily indicative of results for
other interim periods or for the full year.
(3) Net Loss Per Share
------------------
Net loss per share for the three and nine months ended September 30,
1999 and 1998 is computed using the weighted average number of common share
equivalents outstanding. Options, warrants and convertible preferred stock
totaling 5,085,000 and 5,176,000 shares were excluded from the calculation of
net loss per share for the periods ended September 30, 1999 and 1998,
respectively, since the effect of their inclusion would be anti-dilutive. In
addition, 2,000,000 shares of common stock from the assumed conversion of the
5.5% convertible senior subordinated note issued on August 18, 1999, due in
August 2006, were also excluded for the three and nine months ended September
30, 1999 since the effect of their inclusion would be anti-dilutive.
(4) Convertible Note Payable
------------------------
On August 18, 1999, Corvas issued and sold in a private financing
1,300,000 shares of common stock for $2.50 per share and a 5.5% convertible
senior subordinated note, due in August 2006, in the aggregate principal amount
of $6,500,000. Upon maturity, the note will have an accreted value of
$9,503,000. The convertible note accrues interest at 5.5% per annum, compounded
semi-annually, with interest payable upon redemption or conversion. At the
option of the holder, the note is convertible into shares of Corvas common stock
at $3.25 per share, subject to adjustment for certain changes in capital or
reorganizations and subject to adjustment if Corvas sells additional securities
for less than $2.50 per share before August 18, 2000. At the Company's option,
interest may be paid in cash or in Corvas common stock priced at the
then-current market price. Corvas may call the note for redemption anytime after
August 18, 2002.
(5) Warrants
--------
As of December 31, 1998, the Company had outstanding warrants to
purchase 1,975,000 shares of common stock at an exercise price of $6.00, and an
additional 9,000 warrants at an exercise price of $6.13 or $7.00. Pursuant to
the terms of the 1,975,000 warrants, the stock purchase price and the number of
warrants outstanding are adjusted upon the issuance of additional shares of
common stock at less than the $6.00 exercise price. In accordance with such
adjustment, as of September 30, 1999, the Company had outstanding warrants to
purchase 2,135,000 shares of common stock at an exercise price of $5.55, and an
additional 9,000 warrants at an exercise price of $6.13 or $7.00.
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE FOLLOWING
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THESE STATEMENTS RELATE TO FUTURE EVENTS, FUTURE CLINICAL TRIALS,
PRODUCT DEVELOPMENT OR FINANCIAL PERFORMANCE. IN SOME CASES, FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD,"
"EXPECTS," "PLANS," "ANTICIPATES," "BELIEVES," "ESTIMATES," "PREDICTS,"
"POTENTIAL," OR "CONTINUE." THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.
OVERVIEW
Formed in 1987, Corvas International, Inc. ("Corvas" or the "Company")
is a clinical-stage biopharmaceutical firm engaged in the design and development
of a new generation of therapeutic agents for cardiovascular, cancer and other
major diseases. To date, the Company has not generated significant revenues from
product sales and does not currently sell any commercial products. The Company
has not been profitable on an annual basis since inception and expects to incur
substantial additional operating losses over the next several years as the
Company progresses in its research and development programs. The Company's
historical results are not necessarily indicative of future results. In
addition, there is no assurance that the Company will successfully develop,
commercialize, manufacture or market any products or generate sufficient
revenues to become profitable on a sustained basis or at all. At September 30,
1999, the Company had an accumulated deficit of $87,960,000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
In the quarter ended September 30, 1999, operating revenues decreased
to $1,480,000 from $1,770,000 in the corresponding quarter of 1998. This
decrease was primarily attributable to reaching the contractual end of the
research funding from Pfizer Inc. ("Pfizer") on the neutrophil inhibitory factor
("NIF") program, and termination of the option and related research and
development agreements with Vascular Genomics Inc. ("VGI"), which covered a
vascular targeting strategy.
Total costs and expenses increased to $7,048,000 in the third quarter
of 1999 from $4,614,000 in the three months ended September 30, 1998. Research
and development expenses increased by $267,000 primarily as a result of the
Phase II clinical trial of rNAPc2, the Company's proprietary anticoagulant drug
candidate, which began late in 1998. General and administrative costs also
increased, by $2,167,000, comparing these quarters. This increase is primarily
attributable to one-time charges of $1,977,000 associated with the termination
of the option and related research and development agreements with VGI.
Total other income in the third quarter of 1999 decreased to $147,000
from $343,000 in the same quarter of 1998. This $196,000 decrease primarily
reflects lower balances available for investment and lower yields earned
thereon. In addition, $43,000 of interest expense was recorded in the third
quarter of 1999 pursuant to the August 1999 sale of a seven-year 5.5%
convertible senior subordinated note (the "Convertible Note") in the aggregate
principal amount of $6,500,000.
5
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Operating revenues for the nine months ended September 30, 1999
decreased to $4,816,000 from $7,402,000 in the same period of 1998. Revenue from
collaborative agreements decreased by $545,000, as a result of reaching the
contractual end of research funding on the NIF program, and terminating the
option and related research and development agreements with VGI. License fees
and milestones decreased by $2,000,000, as revenue from license fees and
milestones in 1998 included two milestone payments of $1,000,000 each earned
upon commencement of Phase I clinical trials of NIF, by Pfizer, and an oral
thrombin inhibitor, by Schering Corporation ("Schering-Plough"). Revenues from
product sales decreased by $43,000 due to the 1998 transfer of tissue factor
manufacturing to two Johnson & Johnson affiliate companies.
Total costs and expenses increased by $885,000 to $15,465,000 in the
nine months ended September 30, 1999, from $14,580,000 one year earlier.
Research and development costs decreased by $633,000 due mainly to
discontinuation of the VGI program and other decreases in headcount. General and
administrative costs increased by $1,536,000 comparing the 1999 period to the
1998 period. This increase is mainly due to the VGI termination costs discussed
earlier.
Other income decreased by $378,000 comparing the nine months ended
September 30, 1999 to the same period in 1998. This primarily resulted from
decreased investment balances and returns.
Subject to the availability of additional capital, the Company expects
it will continue to incur significant expenses and operating losses over the
next several years as research and development and clinical trials progress.
However, there is no assurance that the Company will be able to raise any
additional capital. The Company also expects both its expenses and losses to
fluctuate from quarter to quarter and that such fluctuations may, at times, be
substantial.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's operations have been funded primarily
through public offerings and private placements of debt and equity securities,
funding and milestones from collaborative agreements, license fees and interest
income earned on cash and investment balances. The Company's principal sources
of liquidity are its cash and cash equivalents, time deposits and debt
securities which, net of restricted time deposits, totaled $19,016,000 as of
September 30, 1999. Working capital at September 30, 1999 was $17,702,000. In
August 1999, Corvas raised proceeds of $9,750,000, gross, in a private financing
consisting of 1,300,000 shares of common stock at $2.50 per share and a 5.5%
Convertible Note in the aggregate principal amount of $6,500,000. Upon maturity,
the Convertible Note will have an accreted value of $9,503,000. The Company has
agreed to pay any applicable withholding taxes that may be required in
connection with the accretion, which are estimated to be 30% of the annual
accretion. The Convertible Note accrues interest at 5.5% per annum, compounded
semi-annually, with interest payable upon redemption or conversion. At the
option of the holder, the Convertible Note is convertible into shares of Corvas
common stock at $3.25 per share, subject to adjustment for certain changes in
capital or reorganizations and subject to adjustment if Corvas sells additional
securities for less than $2.50 per share before August 18, 2000. At the
Company's option, interest may be paid in cash or in Corvas common stock priced
at the then-current market price. Corvas may call the note for redemption
anytime after August 18, 2002. Subsequent to September 30, 1999, the Company
raised an additional $5,250,000, gross, through the sale of 700,000 shares of
common stock at $2.50 per share and an additional 5.5% convertible senior
subordinated note, also due in August 2006, in the aggregate principal amount of
$3,500,000. Upon maturity, this note will have an accreted value of $5,069,000.
The Company has agreed to pay any applicable withholding taxes that may be
required in connection with the accretion, which are estimated to be 30% of the
annual accretion.
6
Available cash is invested in accordance with an investment policy set
by the Board of Directors. This policy provides guidelines concerning the
quality, term and liquidity of investments, and has objectives to preserve
principal, maintain adequate liquidity and maximize income. The Company
presently invests its excess cash primarily in government-backed debt
instruments and, to a smaller degree, in debt instruments of corporations with
strong credit ratings.
Net cash used in operations for the nine months ended September 30,
1999 was $7,772,000 compared to $8,911,000 for the same period one year earlier.
This decrease was primarily due to an increase in 1999 accrued liabilities. In
the nine months ended September 30, 1999, net cash used in investing activities
was $1,721,000, compared to cash provided by investing activities of $4,164,000
for the corresponding period in 1998. This was primarily the result of investing
the proceeds of the $9,750,000 financing completed in the third quarter of 1999.
Net cash provided by financing activities increased to $9,811,000 from
$3,891,000, comparing the corresponding nine month periods in 1999 and 1998, due
to the issuance of 1,300,000 shares of common stock and the $6,500,000
Convertible Note in August 1999.
Substantial additional costs will likely be incurred in the future,
including, but not limited to, costs related to ongoing and planned clinical
trials, preclinical studies, and research and development activities. Over the
next several years, the Company expects that such costs will result in
additional operating losses and negative cash flows from operations. In
addition, the Company expects that 1999 revenues will be less than those
recognized in 1998 due to the contractual end of research and development
funding of both NIF and VGI in 1999 and the milestones earned in 1998.
Management is continuing to pursue additional collaborative relationships and
ways to reduce the Company's burn rate, including, but not limited to,
allocating existing human and financial resources to clinical trials and
research programs that are more advanced. The Company believes that its existing
capital resources and interest earned thereon, including proceeds raised in the
October 1999 financing, should be sufficient to satisfy its anticipated funding
requirements into the first quarter of 2001. In the future, the Company may also
receive additional funds through milestone payments and royalties on sales of
products in connection with its alliances. However, there is no assurance that
the Company will be entitled to or will be able to raise any additional amounts
under existing or any future alliances.
Strategic collaborations with Schering-Plough and Pfizer provide for
payments to the Company if and when certain milestones are met. In addition to
future milestones, the Company may also receive royalties on sales of products
in connection with existing, as well as any future, alliances. If all milestones
on all of the Company's existing collaborations are achieved, Corvas could
receive a maximum of $67,288,000 in future milestone payments and research and
development funding over the next several years. However, there is no assurance
that the Company's existing collaborations will be successful, that the Company
will receive any future milestones or other payments pursuant to collaborative
agreements, that the collaborations will continue since the existing agreements
are terminable at the option of the collaborator upon certain events, or that
the existing collaborations will be commercially successful.
The Company leases its laboratory and office facilities under an
operating lease that expires in September 2006. Future capital requirements of
the Company will depend on many factors, including, but not limited to, the
following: the scientific progress in and magnitude of its drug discovery
programs; the progress and results of preclinical and clinical testing; the
costs involved in regulatory compliance; the costs of filing, prosecuting,
maintaining and enforcing patents; the progress of competing technologies and
other market developments; the changes in its existing collaborative
relationships; the Company's ability to establish and maintain collaborative or
licensing arrangements; the cost of manufacturing scale-up; and the
effectiveness of activities and arrangements of the Company or its collaborative
partners to commercialize the Company's products.
7
To continue its long-term product development efforts, the Company
will, in the future, have to raise substantial additional funding either through
collaborative arrangements or through public or private financings. The
Company's ability to raise additional funds through sales of securities depends
in part on investors' perceptions of the biotechnology industry, in general, and
of Corvas, in particular. The market for securities of biotechnology companies,
including Corvas, has historically been highly volatile and investors have not
been focusing on the biotechnology market; accordingly, there is no assurance
that additional funding will be available, or, if available, that it will be
available on acceptable terms. If additional funds are raised by issuing
securities, further dilution, possibly substantial, to existing stockholders
will likely result. The Company may enter into additional collaborative
relationships to develop and commercialize certain of its current or future
technologies or products. There is no assurance that the Company will be able to
establish such relationships on satisfactory terms, if at all, or that
agreements with collaborators will successfully reduce the Company's funding
requirements. In addition, the Company has not attempted to establish bank
financing arrangements, and there is no assurance that it would be able to
establish such arrangements on satisfactory terms, if at all. If adequate funds
are not available in the future, the Company may be required to delay, scale
back or discontinue one or more of its drug discovery programs, clinical trials
or other aspects of its operations, or obtain funds through arrangements with
collaborative partners or others which may require the Company to relinquish
rights to certain of its technologies, product candidates or products that the
Company would not otherwise relinquish or at prices below what the Company would
otherwise choose to accept for relinquishing such rights.
IMPACT OF THE YEAR 2000
Any computer systems with date fields coded to accept only two digits
will be unable to properly interpret dates beyond the end of 1999, which could
lead to business interruptions commonly referred to as the "Year 2000" or "Y2K"
issue.
Corvas has established an internal task force to address the impact of
any potential Y2K disruptions and to administer the Company's Y2K program. The
task force meets regularly to review potential exposure of the Company's
information systems, laboratory and office equipment, corporate infrastructure,
key vendors and suppliers, corporate partners, communication and utility
providers, financial institutions and certain governmental agencies. This
assessment of both internal systems and external providers is an ongoing process
that will continue into the year 2000. The task force has completed an initial
inventory and review of all hardware and software, and is in the process of
testing the items deemed to be critical in nature. As of September 30, 1999, the
Company's review of its financial, informational and operational systems had not
identified any material Y2K issues, and the Company does not expect costs
connected with remediation, if any, to be material.
In addition to risks associated with the Company's internal operating
systems, the Company is potentially vulnerable to failure by third parties to
adequately address their Y2K issues. Corvas continues to access the readiness of
its key third parties by monitoring such parties' readiness statements. To date,
no significant issues have been identified relating to third party vendors.
However, there is no assurance that the systems of third parties on which the
Company relies will be Y2K ready, or that any system failure by such parties
would not have a material adverse effect on the Company. Corvas believes that
its most likely exposure will be from third parties that fail to remediate their
Y2K issues. The Company has developed a contingency plan that identifies and
addresses material risks to Corvas in the event of third party system failures.
The plan specifically addresses potential power outages and outlines steps to
avoid problems relating to contract manufacturing and drug shipments for
clinical trials.
8
As the Company continues its ongoing evaluation of the impact of Y2K
issues, there is no assurance that additional costs and efforts will not be
required which may have a material adverse impact on the Company's business,
financial condition or results of operations. Furthermore, the Y2K issue is
complex and there is no assurance that the Company will be able to address any
problems that may arise without incurring a material adverse effect on the
Company's business, financial condition or results of operations.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company invests its excess cash in short-term, high quality fixed
income investments that are held to maturity. The Company does not invest in
derivative financial instruments or any other market risk sensitive instruments.
Interest income earned on the Company's short-term investment portfolio is
affected by changes in the general level of interest rates. The Company believes
that its interest rate market risk is limited, and that it is not exposed to
significant changes in fair value because such investments are held to maturity.
The fair value of each investment approximates its amortized cost. At September
30, 1999, there have not been any material changes in market risk as reported by
the Company in its Annual Report on Form 10-K for the year ended December 31,
1998, except as to the market risk associated with the Convertible Note issued
in August 1999.
Due to the fixed rate nature of the Convertible Note, an immediate 10%
change in interest rates would not have a material impact on the Company's
financial condition or the results of its operations.
Underlying market risk exists related to an increase in the Company's
stock price or an increase in interest rates which may make conversion of the
Convertible Note into common stock beneficial to the holder.
Conversion of the Convertible Note would have a dilutive effect on the Company.
9
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
In August 1999, Corvas raised proceeds of $9,750,000, gross, in a
private financing consisting of 1,300,000 shares of common stock at $2.50 per
share and a 5.5% Convertible Note in the aggregate principal amount of
$6,500,000. Upon maturity, the Convertible Note will have an accreted value of
$9,503,000. The Company has agreed to pay any applicable withholding taxes that
may be required in connection with the accretion, which are estimated to be 30%
of the annual accretion. The Convertible Note accrues interest at 5.5% per
annum, compounded semi-annually, with interest payable upon redemption or
conversion. At the option of the holder, the Convertible Note is convertible
into shares of Corvas common stock at $3.25 per share, subject to adjustment for
certain changes in capital or reorganizations and subject to adjustment if
Corvas sells additional securities for less than $2.50 per share before August
18, 2000. At the Company's option, interest may be paid in cash or in Corvas
common stock priced at the then-current market price. Corvas may call the note
for redemption anytime after August 18, 2002.
In October 1999, the Company raised an additional $5,250,000, gross,
through the sale of 700,000 shares of common stock at $2.50 per share and an
additional 5.5% convertible senior subordinated note, also due in August 2006,
in the aggregate principal amount of $3,500,000. Upon maturity, this note will
have an accreted value of $5,069,000. The Company has agreed to pay any
applicable withholding taxes that may be required in connection with the
accretion, which are estimated to be 30% of the annual accretion.
Each of the investors in the August 1999 and October 1999 financings
was an "accredited investor" within the meaning of Rule 501(a) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). The Company
relied on the exemption provided by Section 4(2) under the Securities Act.
In the event of any insolvency, bankruptcy, reorganization, sale of all
or substantially all of the assets, dissolution, liquidation or other
arrangements with creditors, the Company must pay in full the accrued but unpaid
principal and interest outstanding on either of the convertible notes, in the
event that they have not been converted into common stock of the Company, in
preference to any payments made to holders of the Company's preferred or common
stock.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
10
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit Number Description
-------------- -----------
4.8 Common Stock Purchase Agreement between the
Company and Societe Financiere D'Innovation Inc.
("Sofinov") and Finsbury Technology Trust
("Finsbury") and Westcoast and Company
("Westcoast"), dated as of October 20, 1999.
4.9 Registration Rights Agreement between the Company
and Sofinov and Finsbury and Westcoast, dated as
of October 20, 1999.
4.10 5.5% Convertible Senior Subordinated Note Due
2006, in the principal amount of $3,500,000,
issued to Artisan Equity Limited, dated as of
October 20, 1999.(1)
10.65 Letter of Agreement between the Company and
Schering Corporation and Schering-Plough Ltd.,
effective as of September 8, 1999.
27.1 Financial Data Schedule.
b. Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended
September 30, 1999.
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(1) Incorporated by reference to Schedule 13D, filed by Artisan Equity Limited
on November 5, 1999.
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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.
CORVAS INTERNATIONAL, INC.
Date: November 11, 1999 By:/s/ RANDALL E. WOODS
-------------------------------------
Randall E. Woods
President and Chief Executive Officer
Date: November 11, 1999 By:/s/ CAROLYN M. FELZER
-------------------------------------
Carolyn M. Felzer
Senior Director of Finance
Principal Financial Officer
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