SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2003 | |
OR | |
o | 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 000-49730
DOV PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | 22-3374365 (I.R.S. Employer Identification No.) | |
Continental Plaza 433 Hackensack Avenue Hackensack, New Jersey 07601 (Address of principal executive office) | ||
(201) 968-0980 (Registrant's telephone number, including area code) | ||
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x
No o
Indicate by check mark whether registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes
o
No x
On November
4, 2003,
there were outstanding 16,431,965 shares of our common stock, par
value $0.0001 per share, and 354,643 shares of series B nonvoting preferred
stock, par value $1.00 per share, which shares are convertible at any time upon
the vote of the holders of 75% or more of such shares outstanding into 574,521
shares of our common stock.
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| | | PAGE NUMBER | ||
|---|---|---|---|---|
| PART 1 - FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements (unaudited) | |||
Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 | 4 | |||
Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and 2002 | 5 | |||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002 | 6 | |||
Notes to Unaudited Consolidated Financial Statements | 7 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||
Item 4. | Controls and Procedures | 22 | ||
PART II-OTHER INFORMATION | ||||
Item 1. | Legal Proceedings | 23 | ||
Item 2. | Changes in Securities and Use of Proceeds | 23 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 24 | ||
Item 5. | Other Information | 24 | ||
Item 6. | Exhibits and Reports on Form 8-K | 32 | ||
Signatures | 34 | |||
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This
Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act, each as
amended, including statements regarding our expectations with respect to the progress of
and level of expenses for our clinical trial programs. You can also identify
forward-looking statements by the following words: may, will, should, expect, intend,
plan, anticipate, believe, estimate, predict, potential, continue or the negative of these
terms or other comparable terminology. We caution you that forward-looking statements are
inherently uncertain and are simply point-in-time estimates based on a combination of
facts and factors currently known by us about which we cannot be certain. Actual results
or events may differ and may differ materially from our forward-looking statements as a
result of many factors, some of which we will surely not be able to predict or may not be
within our control. Such factors may also materially adversely affect our ability to
achieve our objectives and to successfully develop and commercialize our product
candidates, including our ability to:
You
should refer to the “Part II—Other Information” section of this report
under the subheading “Item 5. Other Information – Risk Factors and Factors
Affecting Forward-Looking Statements” for a detailed discussion of some of the
factors that may cause our actual results to differ materially from our forward-looking
statements. You should also refer to the risks discussed in our other filings with the
Securities and Exchange Commission, including those contained in our Annual Report on Form
10-K. We qualify all our forward-looking statements by these cautionary statements. There
may also be other factors that may materially affect our forward-looking statements and
our future results. As a result of the foregoing, readers should not place undue reliance
on our forward-looking statements. We do not undertake any obligation and do not intend to
update any forward-looking statement.
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