UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 31, 2001 0-11088
For the quarterly period ended Commission file number
ALFACELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2369085
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
225 Belleville Avenue, Bloomfield, New Jersey 07003
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (973) 748-8082
NOT APPLICABLE
(Former name, former address, and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares of common stock, $.001 par value, outstanding as of
December 19, 2001 was 20,368,715 shares.
ALFACELL CORPORATION
(A Development Stage Company)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
October 31, 2001 and July 31, 2001
October 31,
2001 July 31,
ASSETS (Unaudited) 2001
------ ------------ ------------
Current assets:
Cash and cash equivalents $ 7,985 $ 44,781
Deferred tax asset 353,730 --
Other assets 24,085 42,933
------------ ------------
Total current assets 385,800 87,714
Property and equipment, net of accumulated depreciation and amortization
of 1,093,873 at October 31, 2001 and $1,081,423 at July 31, 2001 55,105 67,555
Other assets 36,340 46,340
------------ ------------
Total assets $ 477,245 $ 201,609
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
Current liabilities:
Current portion of long-term debt $ 7,457 $ 7,057
Notes payable - convertible debt - unrelated party, less debt discount
of $34,511 at July 31, 2001 -- 35,482
Accounts payable 629,164 409,972
Accrued expenses 518,427 465,813
------------ ------------
Total current liabilities 1,155,048 918,324
Long-term debt, less current portion 22,155 23,663
------------ ------------
Total liabilities 1,177,203 941,987
------------ ------------
Stockholders' (deficiency):
Preferred stock, $.001 par value
Authorized and unissued, 1,000,000 shares at October 31, 2001 and
July 31, 2001 -- --
Common stock $.001 par value
Authorized 40,000,000 shares at October 31, 2001 and July 31, 2001;
Issued and outstanding, 20,368,715 shares at October 31, 2001 and
19,802,245 shares at July 31, 2001 20,369 19,802
Capital in excess of par value 58,628,540 58,211,335
Deficit accumulated during development stage (59,348,867) (58,971,515)
------------ ------------
Total stockholders' (deficiency) (699,958) (740,378)
------------ ------------
Total liabilities and stockholders' (deficiency) $ 477,245 $ 201,609
============ ============
See accompanying notes to financial statements.
- 2 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months ended October 31, 2001 and 2000,
and the Period from August 24, 1981
(Date of Inception) to October 31, 2001
(Unaudited)
Three Months Ended August 24, 1981
October 31, (Date of
----------- Inception) to
2001 2000 October 31, 2001
---- ---- ----------------
Revenue:
Sales $ -- $ -- $ 553,489
Investment income 21 3,754 1,372,306
Other income -- -- 60,103
------------ ------------ ------------
Total revenue 21 3,754 1,985,898
------------ ------------ ------------
Costs and expenses:
Cost of sales -- -- 336,495
Research and development 501,523 368,157 38,370,558
General and administrative 195,425 145,589 21,060,818
Interest:
Related parties -- -- 1,142,860
Others 34,155 1,901 1,985,013
------------ ------------ ------------
Total costs and expenses 731,103 515,647 62,895,744
------------ ------------ ------------
Net loss before state tax benefit (731,082) (511,893) (60,909,846)
State tax benefit 353,730 451,395 1,560,979
------------ ------------ ------------
Net loss $ (377,352) $ (60,498) $(59,348,867)
============ ============ ============
Loss per basic and diluted common share $ (0.02) $ 0.00
============ ============
Weighted average number of shares outstanding 20,071,903 18,666,624
============ ============
See accompanying notes to financial statements.
- 3 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three months ended October 31, 2001 and 2000,
and the Period from August 24, 1981
(Date of Inception) to October 31, 2001
(Unaudited)
Three Months Ended August 24, 1981
October 31, (Date of
----------- Inception) to
2001 2000 October 31, 2001
---- ---- ----------------
Cash flows from operating activities:
Net loss $ (377,352) $ (60,498) $(59,348,867)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on sale of marketable securities -- -- (25,963)
Depreciation and amortization 12,450 19,030 1,504,908
Loss on disposal of property and equipment -- -- 18,926
Noncash operating expenses 85,174 32,202 5,909,280
Amortization of deferred compensation -- -- 11,442,000
Amortization of organization costs -- -- 4,590
Changes in assets and liabilities:
Increase in deferred tax assets (353,730) (451,395) (353,730)
Decrease (increase) other current assets 18,848 (109,711) (83,952)
Decrease in other assets 10,000 -- 59,711
Increase in interest payable-related party -- -- 744,539
Increase (decrease) in accounts payable 269,192 (3,820) 975,274
Increase in accrued payroll and
expenses, related parties -- -- 2,348,145
Increase (decrease) in accrued expenses 52,614 (51,165) 1,059,940
---------- ------------ ------------
Net cash used in operating activities (282,804) (625,357) (35,745,199)
---------- ------------ ------------
Cash flows from investing activities:
Purchase of marketable equity securities -- -- (290,420)
Proceeds from sale of marketable equity
securities -- -- 316,383
Purchase of property and equipment -- -- (1,406,836)
Patent costs -- -- (97,841)
Net cash used in investing activities -- -- (1,478,714)
(continued)
See accompanying notes to financial statements.
- 4 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS, Continued
Three months ended October 31, 2001 and 2000,
and the Period from August 24, 1981
(Date of Inception) to October 31, 2001
(Unaudited)
Three Months Ended August 24, 1981
October 31, (Date of
----------- Inception) to
2001 2000 October 31, 2001
---- ---- ----------------
Cash flows from financing activities:
Proceeds from short-term borrowings $ -- $ -- $ 849,500
Payment of short-term borrowings (5,000) -- (628,500)
Increase in loans payable - related party, net -- -- 2,628,868
Proceeds from bank debt and other long-term debt, net of
deferred debt costs -- -- 2,452,460
Reduction of bank debt and long-term debt (1,108) (1,164) (2,936,956)
Proceeds from issuance of common stock, net 252,116 499,692 28,562,279
Proceeds from exercise of stock options and warrants, net -- 16,100 5,590,254
Proceeds from issuance of convertible debentures, related party -- -- 297,000
Proceeds from issuance of convertible debentures, unrelated party 416,993
---------- ------------ ------------
Net cash (used in) provided by financing activities 246,008 514,628 37,231,898
---------- ------------ ------------
Net (decrease) increase in cash and cash equivalents (36,796) (110,729) 7,985
Cash and cash equivalents at beginning of period 44,781 257,445 --
---------- ------------ ------------
Cash and cash equivalents at end of period $ 7,985 $ 146,716 $ 7,985
========== ============ ============
Supplemental disclosure of cash flow information - interest
paid $ 1,915 $ 1,901 $ 1,664,361
========== ============ ============
Noncash financing activities:
Issuance of convertible subordinated debenture for loan payable
to officer $ -- $ -- $ 2,725,000
========== ============ ============
Issuance of common stock upon the conversion of convertible
subordinated debentures, related party $ -- $ -- $ 3,242,000
========== ============ ============
Conversion of short-term borrowings to common stock $ -- $ -- $ 226,000
========== ============ ============
Conversion of accrued interest, payroll and expenses by related
parties to stock options $ -- $ -- $ 3,194,969
========== ============ ============
Repurchase of stock options from related party $ -- $ -- $ (198,417)
========== ============ ============
Conversion of accrued interest to stock options $ -- $ -- $ 142,441
========== ============ ============
Conversion of accounts payable to common stock $ 50,000 $ 10,030 $ 346,200
========== ============ ============
Conversion of notes payable, bank and accrued interest
to long-term debt $ -- $ -- $ 1,699,072
========== ============ ============
Conversion of loans and interest payable, related party and accrued
payroll and expenses, related parties to long-term
accrued payroll and other, related party $ -- $ -- $ 1,863,514
========== ============ ============
Issuance of common stock upon the conversion of convertible
subordinated debentures, other $ 64,993 $ -- $ 191,993
========== ============ ============
Issuance of common stock for services rendered $ -- $ -- $ 2,460
========== ============ ============
See accompanying notes to financial statements.
- 5 -
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the Company's financial position as of October 31,
2001 and the results of operations for the three month periods ended October 31,
2001 and 2000 and the period from August 24, 1981 (date of inception) to October
31, 2001. The results of operations for the three months ended October 31, 2001
are not necessarily indicative of the results to be expected for the full year.
The Company is a development stage company as defined in the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No. 7.
The Company is devoting substantially all of its present efforts to establishing
a new business. Its planned principal operations have not commenced and,
accordingly, no significant revenue has been derived therefrom.
Effective August 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive income
and its components. The net loss of $377,000 and $60,000, recorded for the three
months ended October 31, 2001 and 2000, respectively, is equal to the
comprehensive loss for those periods.
The Company has reported net losses since its inception. Also, the Company
has limited liquid resources. The report of the Company's independent
accountants on the Company's July 31, 2001 financial statements included an
explanatory paragraph which states that the Company's recurring losses, working
capital deficit and limited liquid resources raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements at
July 31, 2001 or October 31, 2001 do not include any adjustments that might
result from the outcome of this uncertainty.
The Company's continued operations will depend on its ability to raise
additional funds through various potential sources such as equity and debt
financing, collaborative agreements, strategic alliances, sale of tax benefits,
revenues from the commercial sale of ONCONASE(R) and its ability to realize the
full potential of its technology and its drug candidates. Such additional funds
may not become available as needed or be available on acceptable terms. To date,
a significant portion of the Company's financing has been through private
placements of common stock and warrants, the issuance of common stock for stock
options and warrants exercised and for services rendered, debt financing and
financing provided by the Company's Chief Executive Officer. Additionally, the
Company has raised capital through the sale of its tax benefits. Until the
Company's operations generate significant revenues, the Company will continue to
fund its operations from cash on hand and through the sources of capital
previously described. After taking into account the net proceeds received from
the sale of its tax benefits in December 2001, the Company believes that its
cash and cash equivalents as of October 31, 2001 will be sufficient to meet its
anticipated cash needs through January 2002.
- 6 -
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, Continued
(Unaudited)
2. EARNINGS (LOSS) PER COMMON SHARE
"Basic" earnings (loss) per common share equals net income (loss) divided
by weighted average common shares outstanding during the period. "Diluted"
earnings (loss) per common share equals net income divided by the sum of
weighted average common shares outstanding during the period plus common stock
equivalents. The Company's Basic and Diluted per share amounts are the same
since the assumed exercise of stock options and warrants are all anti-dilutive.
The amount of options and warrants excluded from the calculation was 5,697,103
and 6,537,712 at October 31, 2001 and 2000, respectively.
3. CAPITAL STOCK
In August 2001, the Company issued 55,556 shares of common stock in
settlement of accounts payable. In addition, the vendor was granted five-year
warrants to purchase 55,556 shares of common stock at an exercise price of $1.50
per share. The settled accounts payable totaled $50,000 and therefore that
amount has been charged to equity as the value of the stock and warrants.
In August 2001, the Company issued 70,000 five-year stock options as
payment for services to be rendered. The options vested immediately and have an
exercise price of $0.75 per share. The total general and administrative expense
recorded for these options was $35,770, based upon the fair value of such option
on the date of issuance.
During the quarter ended October 31, 2001, the Company sold an aggregate of
440,000 shares of common stock to private investors at a price of $0.50 to $0.90
per share resulting in net proceeds of $252,000 to the Company. In addition, the
private investors were granted five-year warrants to purchase an aggregate of
440,000 shares of common stock at an exercise price of $1.50 per share.
In October 2001, the Company issued 72,214 shares of common stock upon the
exercise of convertible debentures by an unrelated parties. In addition, upon
conversion, the unrelated parties were granted five-year warrants to purchase
72,214 shares of common stock at $1.50 per share.
4. SALE OF NET OPERATING LOSSES
New Jersey has enacted legislation permitting certain corporations located
in New Jersey to sell state tax loss carryforwards and state research and
development credits or tax benefits. For the state fiscal year 2002 (July 1,
2001 to June 30, 2002), our company has $1,477,000 total available tax benefits
of which $426,000 was allocated to be sold between July 1, 2001 and June 30,
2002. In December 2001, we received $354,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2001. In December 2000, we received $451,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2000. We will attempt to sell the remaining balance of our tax benefits in the
amount of approximately $1,051,000 between July 1, 2002 and June 30, 2003,
subject to all existing laws of the State of New Jersey. However, we cannot
assure you that we will be able to find a buyer for our tax benefits or that
such funds will be available in a timely manner.
- 7 -
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Information contained herein contains, in addition to historical
information, forward-looking statements that involve risks and uncertainties.
All statements, other than statements of historical fact, regarding our
financial position, potential, business strategy, plans and objectives for
future operations are "forward-looking statements." These statements are
commonly identified by the use of forward-looking terms and phrases as
"anticipates," "believes," "estimates," "expects," "intends," "may," "seeks,"
"should," or "will' or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. We cannot assure that the
future results covered by these forward-looking statements will be achieved. The
matters set forth in Exhibit 99.1 to our annual report on Form 10-K for the
fiscal year ended July 31, 2001 which is incorporated herein by reference,
constitute cautionary statements identifying important factors with respect to
these forward-looking statements, including certain risks and uncertainties,
that could cause actual results to vary significantly from the future results
indicated in these forward-looking statements. Other factors could also cause
actual results to differ significantly from the future results indicated in
these forward-looking statements.
Results of Operations
Three month periods ended October 31, 2001 and 2000
Revenues. We are a development stage company as defined in the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No. 7.
We are devoting substantially all of our present efforts to establishing a new
business and developing new drug products. Our planned principal operations of
marketing and/or licensing of new drugs have not commenced and, accordingly, we
have not derived any significant revenue from these opeations. We focus most of
our productive and financial resources on the development of ONCONASE(R) and as
such we have not had any sales in the three months ended October 31, 2001 and
2000. For the three months ended October 31, 2001, there was no investment
income compared to $4,000 for the same period last year, a decrease of $4,000.
This decrease was due to lower balances of cash and cash equivalents.
Research and Development. Research and development expense for the three
months ended October 31, 2001 was $502,000 compared to $368,000 for the same
period last year, an increase of $134,000, or 36%. This increase was primarily
due to an increase in costs in support of the on-going Phase III clinical trials
for ONCONASE(R). The increased costs resulted from the expansion of our Phase
III clinical trials for malignant mesothelioma in Europe and an increase in
expenses in preparation for marketing approval filings of ONCONASE(R) for the
treatment of malignant mesothelioma with the Food and Drug Administration in the
U.S. and with the European Agency for the Evaluation of Medicinal Products in
Europe.
General and Administrative. General and administrative expense for the
three months ended October 31, 2001 was $195,000 compared to $146,000 for the
same period last year, an increase of $49,000, or 34%. This increase was
primarily due to a non-cash expense relating to stock options issued for
investor relations activities.
Interest. Interest expense for the three months ended October 31, 2001 was
$34,000 compared to $2,000 for the same period last year, an increase of
$32,000. The increase was primarily due to the interest expense on the renewal
of the convertible notes and related warrants issued to unrelated parties in
April 2001. The interest expense was based on the value of the warrants using
the Black-Scholes options-pricing model, amortized on a straight-line basis over
the life of the notes.
- 8 -
Income Taxes. New Jersey has enacted legislation permitting certain
corporations located in New Jersey to sell state tax loss carryforwards and
state research and development credits or tax benefits. For the state fiscal
year 2002 (July 1, 2001 to June 30, 2002), our company has $1,477,000 total
available tax benefits of which $426,000 was allocated to be sold between July
1, 2001 and June 30, 2002. In December 2001, we received $354,000 from the sale
of the allocated tax benefits which was recognized as a tax benefit for the
quarter ended October 31, 2001. In December 2000, we received $451,000 from the
sale of the allocated tax benefits which was recognized as a tax benefit for the
quarter ended October 31, 2000. We will attempt to sell the remaining balance of
our tax benefits in the amount of approximately $1,051,000 between July 1, 2002
and June 30, 2003, subject to all existing laws of the State of New Jersey.
However, we cannot assure you that we will be able to find a buyer for our tax
benefits or that such funds will be available in a timely manner.
Net Loss. We have incurred net losses during each year since our inception.
The net loss for the three months ended October 31, 2001 was $377,000 as
compared to $60,000 for the same period last year, an increase of $317,000. The
cumulative loss from the date of inception, August 24, 1981 to October 31, 2001,
amounted to $59,349,000. Such losses are attributable to the fact that we are
still in the development stage and accordingly have not derived sufficient
revenues from operations to offset the development stage expenses.
Liquidity and Capital Resources
We have financed our operations since inception primarily through equity
and debt financing, research product sales and interest income. During the three
months ended October 31, 2001, we had a net decrease in cash and cash
equivalents of $37,000, which resulted primarily from net cash used in operating
activities of $283,000, partially offset by net cash provided by financing
activities of $246,000, primarily from the private placement of common stock and
warrants and proceeds from short-term borrowings. Total cash resources as of
October 31, 2001 were $8,000 compared to $45,000 at July 31, 2001.
Our current liabilities as of October 31, 2001 were $1,155,000 compared to
$918,000 at July 31, 2001, an increase of $237,000. The increase was primarily
due to an increase in expenses related to the expansion of our Phase III
clinical trials for malignant mesothelioma in Europe. As of October 31, 2001 our
current liabilities exceeded our current assets and we had a working capital
deficit of $769,000.
Our continued operations will depend on our ability to raise additional
funds through various potential sources such as equity and debt financing,
collaborative agreements, strategic alliances, sale of tax benefits, revenues
from the commercial sale of ONCONASE(R) and our ability to realize the full
potential of our technology and our drug candidates. Such additional funds may
not become available as we need them or be available on acceptable terms. To
date, a significant portion of our financing has been through private placements
of common stock and warrants, the issuance of common stock for stock options and
warrants exercised and for services rendered, debt financing and financing
provided by our Chief Executive Officer. Additionally, we have raised capital
through the sale of our tax benefits. Until our operations generate significant
revenues, we will continue to fund operations from cash on hand and through the
sources of capital previously described. After taking into account the net
proceeds we received from the sale of our tax benefits in December 2001, we
believe that our cash and cash equivalents as of October 31, 2001 will be
sufficient to meet our anticipated cash needs through January 2002. The report
of our independent auditors on our July 31, 2001 financial statements included
an explanatory paragraph which states that our recurring losses, working capital
deficit and limited liquid resources raise substantial doubt about our ability
to continue as a going concern. Our financial statements at July 31, 2001 and
October 31, 2001 do not include any adjustments that might result from the
outcome of this uncertainty.
- 9 -
We will continue to incur costs in conjunction with our U.S. and foreign
registrations for marketing approval of ONCONASE(R). We are currently in
discussions with several potential strategic alliance partners, including major
international biopharmaceutical companies, to further the development and
marketing of ONCONASE(R) and other related products in our pipeline. However, we
cannot be sure that any such alliances will materialize.
New Jersey has enacted legislation permitting certain corporations located
in New Jersey to sell state tax loss carryforwards and state research and
development credits or tax benefits. For the state fiscal year 2002 (July 1,
2001 to June 30, 2002), the Company has $1,477,000 total available tax benefits
of which $426,000 was allocated to be sold between July 1, 2001 and June 30,
2002. In December 2001, we received $354,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2001. In December 2000, we received $451,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2000. We will attempt to sell the remaining balance of our tax benefits in the
amount of approximately $1,051,000 between July 1, 2002 and June 30, 2003,
subject to all existing laws of the State of New Jersey. However, there is no
assurance that the Company will be able to find a buyer for our tax benefits or
that such funds will be available in a timely manner.
Our common stock was delisted from The Nasdaq SmallCap Market effective at
the close of business April 27, 1999 for failing to meet the minimum bid price
requirements set forth in the NASD Marketplace Rules. As of April 28, 1999, our
common stock trades on the OTC Bulletin Board under the symbol "ACEL.OB".
Delisting of our common stock from Nasdaq could have a material adverse effect
on our ability to raise additional capital, our stockholders' liquidity and the
price of our common stock.
The market price of our common stock is volatile, and the price of the
stock could be dramatically affected one way or another depending on numerous
factors. The market price of our common stock could also be materially affected
by the marketing approval or lack of approval of ONCONASE(R).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II. OTHER INFORMATION
Item 2. (c) Recent Sales of Unregistered Securities
In April 2001, we issued convertible notes to certain related and unrelated
parties in the aggregate amount of $366,993. The notes were due within ninety
days unless the lenders elect to exercise an option to convert their note into
common stock at the conversion price of $0.90 per share. The related parties
elected to convert an aggregate $297,000 notes payable into an aggregate 330,000
shares of common stock. In addition, upon conversion, they received warrants to
purchase an aggregate 330,000 shares of common stock at an exercise price of
$2.50 per share and with an expiration date of July 7, 2004. An aggregate
balance of the notes to unrelated parties in the amount of $69,993 was renewed
for 120 days for the same conversion price of $0.90 per share. In October 2001,
the remaining noteholders elected to convert an aggregate $64,993 notes payable
into an aggregate 72,214 shares of common stock. In addition, upon conversion,
they received five-year warrants to purchase an aggregate 72,214 shares of
common stock at an exercise price of $1.50 per share. On October 31, 2001, the
Board of Directors approved a change in the exercise price of the 330,000
warrants issued to related parties upon conversion of the notes from $2.50 per
share to $1.50 per share and changed the expiration date to July 7, 2006.
- 10 -
In August 2001, we completed a private placement resulting in the issuance of
115,000 shares of restricted common stock and 115,000 five-year warrants to
purchase an aggregate of 115,000 shares of common stock at per share exercise
price of $1.50 per share. We received an aggregate $103,500 from such private
placement.
In August 2001, we converted $50,000 of our accounts payable owed to DZS
Computer Solutions, Inc., into 55,556 shares of common stock. In addition we
issued to DZS Computer Solutions, Inc. 55,556 five-year warrants to purchase
55,556 shares of common stock at an exercise price of $1.50 per share.
In September 2001, we completed a private placement resulting in the issuance of
200,000 shares of restricted common stock and 200,000 five-year warrants to
purchase 200,000 shares of common stock at an exercise price of $1.50 per share.
We received an aggregate $100,000 from such private placement.
In October 2001, we completed a private placement resulting in the issuance of
125,000 shares of restricted common stock and 125,000 five-year warrants to
purchase an aggregate 125,000 shares of common stock at an exercise price of
$1.50 per share. We received an aggregate $62,500 from such private placement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. or
Exhibit Incorporation by
No. Item Title Reference
------- ---------- ---------
3.1 Certificate of Incorporation *
3.2 By-Laws *
3.3 Amendment to Certificate of Incorporation #
3.4 Amendment to Certificate of Incorporation +++
4.1 Form of Convertible Debenture **
10.1 Form of Stock and Warrant Purchase Agreements used in private placements
completed April 1996 and June 1996 ##
10.2 Lease Agreement - 225 Belleville Avenue, Bloomfield, New Jersey ###
10.3 Form of Stock Purchase Agreement and Certificate used in connection with various
private placements ***
10.4 Form of Stock and Warrant Purchase Agreement and Warrant Agreement used in
Private Placement completed on March 21, 1994 ***
10.5 The Company's 1993 Stock Option Plan and Form of Option Agreement *****
10.6 Debt Conversion Agreement dated March 30, 1994 with Kuslima Shogen ****
10.7 Accrued Salary Conversion Agreement dated March 30, 1994 with Kuslima Shogen ****
10.8 Accrued Salary Conversion Agreement dated March 30, 1994 with Stanislaw Mikulski ****
10.9 Option Agreement dated March 30, 1994 with Kuslima Shogen ****
10.10 Amendment No. 1 dated June 20, 1994 to Option Agreement dated March 30, 1994 with
Kuslima Shogen ****
10.11 Form of Amendment No. 1 dated June 20, 1994 to Option Agreement dated March 30,
1994 with Kuslima Shogen *****
10.12 Form of Amendment No. 1 dated June 20, 1994 to Option Agreement dated March 30,
1994 with Stanislaw Mikulski *****
- 11 -
Exhibit No. or
Exhibit Incorporation by
No. Item Title Reference
------- ---------- ---------
10.13 Form of Stock and Warrant Purchase Agreement and Warrant Agreement used in
Private Placement completed on September 13, 1994 +
10.14 Form of Subscription Agreements and Warrant Agreement used in Private Placements
closed in October 1994 and September 1995 #
10.15 1997 Stock Option Plan ###
10.16 Separation Agreement with Michael C. Lowe dated as of October 9, 1997 ++
10.17 Form of Subscription Agreement and Warrant Agreement used in Private Placement
completed on February 20, 1998 +++
10.18 Form of Warrant Agreement issued to the Placement Agent in connection with the
Private Placement completed on February 20, 1998 +++
10.19 Placement Agent Agreement dated December 15, 1997 +++
10.20 Separation Agreement with Gail Fraser dated August 31, 1999 ####
10.21 Form of Subscription Agreement and Warrant Agreement used in the February 2000
Private Placement ++++
10.22 Form of Subscription Agreement and Warrant Agreement used in the August and
September 2000 Private Placement +++++
10.23 Form of Subscription Agreement and Warrant Agreement used in the April 2001
Private Placements ^
10.24 Form of Convertible Note entered into in April 2001 ^
10.25 Form of Subscription Agreement and Warrant Agreement used in the July 2001
Private Placements ^
10.26 Form of Subscription Agreement and Warrant Agreement used in the August and
October 2001 Private Placements ^
10.27 Form of Subscription Agreement and Warrant Agreement used in the September 2001
Private Placement #####
99.1 Factors to Consider in Connection with Forward-Looking Statements ^^
* Previously filed as exhibit to the Company's Registration Statement
on Form S-18 (File No. 2-79975-NY) and incorporated herein by
reference thereto.
** Previously filed as exhibits to the Company's Annual Report on Form
10-K for the year ended July 31, 1993 and incorporated herein by
reference thereto.
*** Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended January 31, 1994 and incorporated
herein by reference thereto.
**** Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1994 and incorporated
herein by reference thereto.
***** Previously filed as exhibits to the Company's Registration
Statement Form SB-2 (File No. 33-76950) and incorporated herein by
reference thereto.
+ Previously filed as exhibits to the Company's Registration
Statement on Form SB-2 (File No. 33-83072) and incorporated herein
by reference thereto.
++ Previously filed as exhibits to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 31, 1997 and incorporated
herein by reference thereto.
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+++ Previously filed as exhibits to the Company's Quarterly Report on
Form 10-Q for the quarter ended January 31, 1998 and incorporated
herein by reference thereto.
++++ Previously filed as exhibits to the Company's Annual Report on Form
10-K for the year ended July 31, 2000 and incorporated herein by
reference thereto.
+++++ Previously filed as exhibits to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2000 and incorporated
herein by reference thereto.
^ Previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-38236) and incorporated herein
by reference thereto.
^^ Previously filed as exhibits to the Company's Annual Report on Form
10-K for the year ended July 31, 2001 and incorporated herein by
reference thereto.
# Previously filed as exhibits to the Company's Annual Report on Form
10-KSB for the year ended July 31, 1995 and incorporated herein by
reference thereto.
## Previously filed as exhibits to the Company's Registration
Statement on Form SB-2 (File No. 333-11575) and incorporated herein
by reference thereto.
### Previously filed as exhibits to the Company's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1997 and incorporated
herein by reference thereto.
#### Previously filed as exhibits to the Company's Annual Report on Form
10-K for the year ended July 31, 1999 and incorporated herein by
reference thereto.
##### Filed herewith.
(b) Reports on Form 8-K.
None
- 13 -
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.
ALFACELL CORPORATION
-----------------------
(Registrant)
December 21, 2001 /s/ KUSLIMA SHOGEN
------------------
Kuslima Shogen, Chief Executive
Officer, Acting Chief Financial
Officer (Principal Executive
Officer, Principal Accounting
Officer) and Chairman of the Board
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