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
January 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
March 14, 2001 was 18,886,691 shares.
ALFACELL CORPORATION
(A Development Stage Company)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
January 31, 2001 and July 31, 2000
January 31,
2001 July 31,
ASSETS (Unaudited) 2000
------ ----------- ----
Current assets:
Cash and cash equivalents $ 96,970 $ 257,445
Other assets 96,498 28,617
------------ ------------
Total current assets 193,468 286,062
Property and equipment, net of accumulated depreciation and amortization
of $1,044,868 at January 31, 2001 and $1,006,808 at July 31, 2000 104,110 142,170
Other assets 59,867 59,867
------------ ------------
Total assets $ 357,445 $ 488,099
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current portion of long-term debt $ 7,087 $ 7,074
Accounts payable 164,518 170,788
Accrued expenses 414,546 411,846
------------ ------------
Total current liabilities 586,151 589,708
Long-term debt, less current portion 27,518 30,251
------------ ------------
Total liabilities 613,669 619,959
------------ ------------
Commitments and contingencies Stockholders' equity (deficiency):
Preferred stock, $.001 par value
Authorized and unissued, 1,000,000 shares at January 31, 2001
and July 31, 2000 -- --
Common stock $.001 par value
Authorized 40,000,000 shares at January 31, 2001 and July 31, 2000;
Issued and outstanding 18,886,691 shares at January 31, 2001
and 18,431,559 shares at July 31, 2000 18,887 18,431
Capital in excess of par value 57,150,360 56,526,288
Deficit accumulated during development stage (57,425,471) (56,676,579)
------------ ------------
Total stockholders' equity (deficiency) (256,224) (131,860)
------------ ------------
Total liabilities and stockholders' equity (deficiency) $ 357,445 $ 488,099
============ ============
See accompanying notes to financial statements.
- 2 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three months and six months ended January 31, 2001 and 2000,
and the Period from August 24, 1981
(Date of Inception) to January 31, 2001
(Unaudited)
August 24, 1981
Three Months Ended Six Months Ended (Date of Inception)
January 31, January 31, to
2001 2000 2001 2000 January 31, 2001
------------ ------------ ------------ ------------ ---------------
REVENUE:
Sales $ -- $ -- $ -- $ -- $ 553,489
Investment income 3,015 11,267 6,769 26,220 1,365,933
Other income -- -- -- -- 60,103
------------ ------------ ------------ ------------ ------------
TOTAL REVENUE 3,015 11,267 6,769 26,220 1,979,525
------------ ------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales -- -- -- -- 336,495
Research and development 509,679 592,413 877,836 1,164,321 36,846,193
General and administrative 179,863 149,590 325,452 305,982 20,485,100
Interest:
Related parties -- -- -- -- 1,033,960
Others 1,867 839 3,768 1,728 1,910,497
------------ ------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 691,409 742,842 1,207,056 1,472,031 60,612,245
------------ ------------ ------------ ------------ ------------
NET LOSS BEFORE
STATE TAX BENEFIT $ (688,394) $ (731,575) $ (1,200,287) $ (1,445,811) $(58,632,720)
STATE TAX BENEFIT -- 755,854 451,395 755,854 1,207,249
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (688,394) $ 24,279 $ (748,892) $ (689,957) $(57,425,471)
============ ============ ============ ============ ============
Loss per basic and diluted
common share $ (.04) $ .00 $ (.04) $ (.04) $ (6.82)
============ ============ ============ ============ ============
Weighted average number of shares
outstanding 18,832,234 17,374,655 18,749,429 17,352,397 8,423,980
============ ============ ============ ============ ============
See accompanying notes to financial statements.
- 3 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six months ended January 31, 2001
and 2000, and the Period from
August 24, 1981
(Date of Inception) to January 31, 2001
(Unaudited)
August 24, 1981
Six Months Ended (Date of Inception)
January 31, to
2001 2000 January 31, 2001
----------- ----------- ----------------
Cash flows from operating activities:
Net loss $ (748,892) (689,957) (57,425,471)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on sale of marketable securities -- -- (25,963)
Depreciation and amortization 38,060 49,433 1,455,903
Loss on disposal of property and equipment -- -- 18,926
Noncash operating expenses 64,405 78,008 5,583,789
Amortization of deferred compensation -- -- 11,442,000
Amortization of organization costs -- -- 4,590
Changes in assets and liabilities:
(Increase) decrease in other current assets (67,881) 58,655 (156,365)
Decrease in other assets -- -- 36,184
Increase in interest payable, related party -- -- 744,539
Increase (decrease) in accounts payable 3,760 (15,062) 460,628
Increase in accrued payroll and expenses, related
parties -- -- 2,348,145
Increase (decrease) in accrued expenses 2,700 (4,637) 956,059
----------- ----------- -----------
Net cash used in operating activities (707,848) (523,560) (34,557,036)
----------- ----------- -----------
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)
----------- ----------- -----------
See accompanying notes to financial statements. (continued)
- 4 -
ALFACELL CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS, Continued
Six months ended January 31, 2001 and 2000,
and the Period from August 24, 1981
(Date of Inception) to January 31, 2001
(Unaudited)
August 24, 1981
Six Months Ended (Date of Inception)
January 31, to
2001 2000 January 31, 2001
------------- ------------- ----------------
Cash flows from financing activities:
Proceeds from short-term borrowings $ -- -- 849,500
Payment of short-term borrowings -- -- (623,500)
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 (2,720) (4,123) (2,931,963)
Proceeds from issuance of common stock, net 503,493 -- 27,857,232
Proceeds from exercise of stock options and warrants, net 46,600 4,087 5,553,123
Proceeds from issuance of convertible debentures -- -- 347,000
------------- ------------- -------------
Net cash (used in) provided by financing activities 547,373 (36) 36,132,720
------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents (160,475) (523,596) 96,970
Cash and cash equivalents at beginning of period 257,445 1,383,133 --
------------- ------------- -------------
Cash and cash equivalents at end of period $ 96,970 859,537 96,970
============= ============= =============
Supplemental disclosure of cash flow information -
interest paid $ 3,768 1,728 1,657,481
============= ============= =============
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 $ -- -- 2,945,000
============= ============= =============
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 $ 10,030 92,184 296,200
============= ============= =============
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 $ -- -- 127,000
============= ============= =============
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 January 31,
2001 and the results of operations for the three and six month periods ended
January 31, 2001 and 2000 and the period from August 24, 1981 (date of
inception) to January 31, 2001. The results of operations for the six months
ended January 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, or 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 $749,000 and $690,000, recorded for the six
months ended January 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 auditors
on the Company's July 31, 2000 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,
2000 or January 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
- 6 -
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, continued
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION, continued
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. The Company believes that
its cash and cash equivalents as of January 31, 2001 will be sufficient to meet
its anticipated cash needs through April 2001.
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 6,060,363
and 5,862,965 at January 31, 2001 and 2000, respectively.
3. CAPITAL STOCK
In August 2000, the Company issued 11,800 shares of common stock for
payment of services rendered. The fair value of the common stock in the amount
of $10,030 was charged to operations.
In August and September 2000, the Company sold an aggregate of 333,332
shares of common stock to private investors at a price of $1.50 per share
resulting in net proceeds of $503,493 to the Company. In addition, the private
investors were granted five-year warrants to purchase an aggregate of 166,666
shares of common stock at per share exercise price of $3.00.
- 7 -
ALFACELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, continued
(Unaudited)
3. CAPITAL STOCK, continued
In September 2000, the Company issued 40,000 shares of common stock upon
the exercise of stock options by a related party resulting in gross proceeds of
$16,100 to the Company.
In January 2001, the Company issued 70,000 shares of common stock upon the
exercise of stock options by related parties resulting in gross proceeds of
$30,500 to the Company.
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 2001 (July 1,
2000 to June 30, 2001), the Company has $1,774,000 total available tax benefits
of which $602,000 was allocated to be sold between July 1, 2000 and June 30,
2001. In December 2000, the Company received $451,000 from the sale of its
allocated tax benefits which was recognized as a tax benefit for the quarter
ended October 31, 2000. The Company will attempt to sell the remaining balance
of its tax benefits in the amount of approximately $1,172,000 between July 1,
2001 and June 30, 2002, 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
its tax benefits or that such funds will be available in a timely manner.
- 8 -
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, 2000 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 and six month periods ended January 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 six months ended January 31, 2001 and
2000. Investment income for the six months ended January 31, 2001 was $7,000
compared to $26,000 for the same period last year, a decrease of $19,000. This
decrease was due to lower balances of cash and cash equivalents.
Research and Development. Research and development expense for the three
months ended January 31, 2001 was $510,000 compared to $592,000 for the same
period last year, a decrease of $82,000 or 14%. This decrease was primarily due
to a 42% decrease in costs in support of on-going Phase III clinical trials for
ONCONASE(R) for malignant mesothelioma, a 19% decrease in expenses in
preparation of an NDA filing for ONCONASE(R) with the FDA and an 89% decrease in
expenses associated with the new patent and trademark applications for
ONCONASE(R).
Research and development expense for the six months ended January 31, 2001
was $878,000 compared to $1,164,000 for the same period last year, a decrease of
$286,000 or 25%. This decrease was primarily due to a 46% decrease in costs in
support of on-going Phase III
- 9 -
clinical trials for ONCONASE(R) for malignant mesothelioma, a 51% decrease in
expenses in preparation of an NDA filing for ONCONASE(R) with the FDA and a 48%
decrease in expenses associated with the new patent and trademark applications
for ONCONASE(R).
General and Administrative. General and administrative expense for the
three months ended January 31, 2001 was $180,000 compared to $150,000 for the
same period last year, an increase of $30,000 or 20%. This increase was
primarily due to a $25,000 increase in public relations expenses and a 32%
increase in insurance expense.
General and administrative expense for the six months ended January 31,
2001 was $325,000 compared to $306,000 for the same period last year, an
increase of $19,000 or 7%. This increase was primarily due to a 61% increase in
public relations expenses and a 17% increase in insurance expense, offset by a
22% reduction in non-cash expense relating to stock options issued for
consulting services.
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 2001 (July 1, 2000 to June 30, 2001), our company has $1,774,000 total
available tax benefits of which $602,000 was allocated to be sold between July
1, 2000 and June 30, 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 $1,172,000 between July 1, 2001
and June 30, 2002, 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 Income (Loss). We have incurred net losses during each year since our
inception. The net loss for the three months ended January 31, 2001 was $688,000
as compared to a net income of $24,000 for the same period last year, an
increase of $712,000, primarily due to the sale of our tax benefits. The
cumulative loss from the date of inception, August 24, 1981 to January 31, 2001,
amounted to $57,425,000. 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 January 31, 2001, we had a net decrease in cash and cash
equivalents of $160,000, which resulted primarily from net cash used in
operating activities of $707,000, offset by net cash provided by financing
activities of $547,000, primarily from the private placement of common stock and
warrants and proceeds from the exercise of stock options. Total cash resources
as of January 31, 2001 were $97,000 compared to $257,000 at July 31, 2000.
- 10 -
Our current liabilities as of January 31, 2001 were $586,000 compared to
$590,000 at July 31, 2000, a decrease of $4,000. The decrease was primarily due
to the payment of outstanding payables.
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. We believe that our cash and cash
equivalents as of January 31, 2001 will be sufficient to meet our anticipated
cash needs through April 2001. The report of our independent auditors on our
July 31, 2000 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, 2000 and January 31, 2001 do not
include any adjustments that might result from the outcome of this uncertainty.
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 assure you that any such alliances will materialize. We intend to seek
marketing approvals for ONCONASE(R) for the treatment of malignant mesothelioma
in foreign territories. In October 2000, we filed an application for Orphan
Medicinal Product Designation for ONCONASE(R) with the European Agency for the
Evaluation of Medicinal Products, or EMEA. In February 2001, the Committee for
Orphan Medicinal Products, or COMP, issued a positive opinion on orphan
medicinal product designation of ONCONASE(R). A confirmation of this opinion by
the COMP is expected by April 2001. Simultaneously, we are in the process of
expanding our clinical program in Germany and Italy. However, we cannot assure
you that marketing approval for ONCONASE(R) as a treatment for malignant
mesothelioma will be granted.
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 2001 (July 1,
2000 to June 30, 2001), our company has $1,774,000 total available tax benefits
of which $602,000 was allocated to be sold between July 1, 2000 and June 30,
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
- 11 -
to sell the remaining balance of our tax benefits in the amount of approximately
$1,172,000 between July 1, 2001 and June 30, 2002, 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.
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". 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 January 2001, we issued 70,000 shares of common stock upon the exercise
of stock options by related parties resulting in gross proceeds of $30,500, in a
transaction consummated as a private sale pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
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
No. Item Title by 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 **
- 12 -
Exhibit No. or
Exhibit Incorporation
No. Item Title by Reference
----- ---------- ------------
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 Debt Conversion Agreement dated March 30, 1994
with John Schierloh ****
10.1O Option Agreement dated March 30, 1994 with
Kuslima Shogen ****
10.11 Option Agreement dated March 30, 1994 with
Kuslima Shogen ****
10.12 Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Kuslima Shogen ****
10.13 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Kuslima Shogen *****
10.14 Form of Amendment No. 1 dated June 20, 1994 to Option
Agreement dated March 30, 1994 with Stanislaw Mikulski *****
10.15 Form of Stock and Warrant Purchase Agreement and
Warrant Agreement used in Private Placement completed
on September 13, 1994 +
10.16 Form of Subscription Agreements and Warrant Agreement
used in Private Placements closed in October 1994 and
September 1995 #
10.17 Common Stock Purchase Agreement by and between the
Company and Digital Creations, Inc. dated
March 3, 1997 ###
10.18 1997 Stock Option Plan ###
10.19 Separation Agreement with Michael C. Lowe dated as
of October 9, 1997 ++
- 13 -
Exhibit No. or
Exhibit Incorporation
No. Item Title by Reference
----- ---------- ------------
10.20 Form of Subscription Agreement and Warrant Agreement
used in Private Placement completed on
February 20, 1998 +++
10.21 Form of Warrant Agreement issued to the Placement Agent
in connection with the Private Placement completed on
February 20, 1998 +++
10.22 Placement Agent Agreement dated December 15, 1997 +++
10.23 Separation Agreement with Gail Fraser dated
August 31, 1999 ++++
10.24 Form of Subscription Agreement and Warrant Agreement
used in the August and September 2000 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.
+++ 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.
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++++ 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.
+++++ 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 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, 2000 and incorporated herein by
reference thereto.
(b) Reports on Form 8-K.
None
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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.
ALFACELL CORPORATION
------------------------------------
(Registrant)
March 19, 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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