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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ________________
Commission file number 0-19724
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 33-0311631
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10655 Sorrento Valley Road, San Diego, CA 92121
(Address of principal executive offices)
(858) 558-6064
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 10, 2005, 56,430,810 shares
of common stock were outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
----- -----
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1
PROTEIN POLYMER TECHNOLOGIES, INC.
FORM 10-QSB
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -
March 31, 2005 and December 31, 2004................................3
Statements of Operations -
For the three months ended March 31, 2005 and 2004
and the period July 6, 1988 (inception) to March 31, 2005......4
Statements of Cash Flows -
For the three months ended March 31, 2005 and 2004
and the period July 6, 1988 (inception) to March 31, 2005......5
Notes to Financial Statements.......................................7
Item 2. Management's Discussion and Analysis or Plan of Operation..........13
Item 3. Controls and Procedures............................................18
PART II. OTHER INFORMATION
Item 6. Exhibits...........................................................19
Signatures.........................................................20
2
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets
March 31, December 31,
2005 2004
(Unaudited) (Audited)
--------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 40,373 $ 82,222
Rent receivable, current portion 60,000 60,000
Prepaid expenses 30,895 12,770
--------------------------------------
Total current assets 131,268 154,992
Deposits 30,479 29,679
Rent receivable, net of current portion and reserve 89,527 104,527
Equipment and leasehold improvements, net 77,159 84,580
--------------------------------------
$ 328,433 $ 373,778
======================================
Liabilities and stockholders' (deficit)
Current liabilities:
Accounts payable $ 333,115 $ 315,357
Deposits payable - 33,000
Notes payable, related party 1,160,000 1,032,842
Accrued expenses 239,070 201,910
Deferred revenue 45,000 102,784
--------------------------------------
Total current liabilities 1,777,185 1,685,893
Stockholders' (deficit):
Convertible Preferred Stock, $.01 par value, 5,000,000 shares authorized,
76,245 and 82,945 shares issued and outstanding at March 31, 2005 and
December 31, 2004, respectively - liquidation
preference of $7,624,500 and $8,294,500 at March 31, 2005
and December 31, 2004, respectively 7,079,917 7,749,917
Common stock, $.01 par value, 120,000,000 shares authorized,
41,849,360 and 39,651,123 shares issued and outstanding at
March 31, 2005 and December 31, 2004, respectively 418,505 396,523
Additional paid-in capital 44,793,433 43,278,106
Deficit accumulated during development stage (53,740,607) (52,736,661)
--------------------------------------
Total stockholders' (deficit) (1,448,752) (1,312,115)
--------------------------------------
$ 328,433 $ 373,778
======================================
See accompanying notes.
3
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
For the period
July 6, 1988
Three months ended (inception) to
March 31, March 31,
2005 2004 2005
-------------------------------------------------------------
Revenues:
Contract revenue $ 512,771 $ 189,050 $ 11,821,810
Interest income 79 1,958 1,270,902
Product and other income 670 6 695,454
---------------------------------------- -------------------
Total revenues 513,520 191,014 13,788,166
Expenses:
Research and development 555,967 638,748 37,585,535
Selling, general and
administrative 479,918 403,653 22,441,614
---------------------------------------- -------------------
Total expenses 1,035,885 1,042,401 60,027,149
---------------------------------------- -------------------
Net loss (522,365) (851,387) (46,238,983)
Undeclared, imputed and/or
paid dividends on
preferred stock 550,041 69,220 10,249,549
---------------------------------------- -------------------
Net loss applicable to
common shareholders $ (1,072,406) $ (920,607) $ (56,488,532)
=============================================================
Basic and diluted net loss
per common share $ (0.03) $ (0.02)
=========================================
Shares used in computing basic
and diluted net loss
per common share 40,294,220 37,313,282
=========================================
See accompanying notes.
4
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
For the period July
6, 1988 (inception)
Three months ended to March 31,
March 31,
2005 2004 2005
--------------------------------------------------------------
Operating activities
Net loss $ (522,365) $ (851,387) $ (46,238,983)
Adjustments to reconcile net loss to net
cash used for operating activities:
Stock issued for compensation and interest - - 472,676
Depreciation and amortization 7,421 8,254 2,453,731
Amortization of discount on note payable 56,493 - 171,835
Write-off of purchased technology - - 503,500
Changes in assets and liabilities:
Deposits (800) (800) (30,479)
Prepaid expenses (18,125) 247,879 (30,895)
Rent receivable 15,000 - (149,527)
Accounts payable 17,758 (73,831) 333,115
Deposits payable (33,000) - -
Accrued expenses 37,160 21,478 239,070
Deferred revenue (57,783) 77,139 45,000
Deferred rent - (6,028) -
--------------------------------------------------------------
Net cash used for operating activities (498,241) (577,296) (42,230,956)
Investing activities
Purchase of technology - - (570,000)
Purchase of equipment and improvements - (1,518) (2,088,862)
Purchases of short-term investments - - (16,161,667)
Sales of short-term investments - - 16,161,667
------------------------------------------------------------
Net cash used for investing activities $ - $ (1,518) $ (2,658,862)
See accompanying notes.
5
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
For the period
July 6, 1988
Three months ended (inception) to
March 31, March 31,
2005 2004 2005
------------------------------------------------------------
Financing activities
Net proceeds from exercise of options and warrants,
and sale of common stock $ 346,392 $ 248,270 $ 24,350,863
Net proceeds from issuance and conversion of preferred
stock - - 18,398,068
Net proceeds from convertible notes and detachable
warrants - - 1,068,457
Payment on capital lease obligations - - (288,770)
Payment on note payable - - (242,750)
Proceeds from issuance of debt - related party 260,000 - 1,310,000
Payments on notes payable - related party (150,000) - (150,000)
Proceeds from note payable - - 484,323
------------------------------------------------------------
Net cash provided by financing activities 456,392 248,270 44,930,191
------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (41,849) (330,544) 40,373
Cash and cash equivalents at beginning of period 82,222 1,085,314 -
------------------------------------------------------------
Cash and cash equivalents at end of period $ 40,373 $ 754,770 $ 40,373
============================================================
Supplemental disclosures of cash flow information
Interest paid $ 86,625 $ 899 $ 237,819
Non Cash Investing and Financing Activity
Equipment purchased by capital leases - - $ 288,772
Conversion of Series E preferred stock to common stock - 2,143,332
Conversion of Series G preferred stock to common stock
20,000 135,000 869,600
Conversion of Series I preferred stock to common stock
650,000 - 855,000
Series C dividends paid with Series D stock - - 253,875
Series D dividends paid with Series D stock - - 422,341
See accompanying notes.
6
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Financial Statements
(unaudited)
Note 1. Basis of Presentation
The condensed financial statements of Protein Polymer Technologies, Inc.
(the "Company") for the three months ended March 31, 2005 and 2004 are
unaudited. These financial statements reflect all adjustments, consisting of
only normal recurring adjustments which, in the opinion of management, are
necessary to state fairly the financial position at March 31, 2005 and the
results of operations for the three months ended March 31, 2005 and 2004. The
results of operations for the three months ended March 31, 2005 are not
necessarily indicative of the results to be expected for the year ended December
31, 2005. For more complete financial information, these financial statements
and the notes thereto should be read in conjunction with the audited financial
statements included in our Annual Report on Form 10-KSB and 10-KSB/A for the
year ended December 31, 2004, filed with the Securities and Exchange Commission.
Note 2. Accounting for Stock-Based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company accounts for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. Had compensation cost for the Company's stock option
awards been determined based upon the fair value at the grant date and
recognized on a straight-line basis over the related vesting period, in
accordance with the provisions of SFAS No. 123, the Company's net loss and
earnings per share would have been reduced to the proforma amount indicated
below:
For the three months
Ended March 31,
2005 2004
---- ----
Net loss applicable to common
shareholders, as reported $ (1,072,406) $(920,607)
Deduct: total stock-based employee
compensation expense determined under
fair value based methods for all options,
net of related tax effects (181,393) (1,342,216)
Pro forma net loss $ (1,253,799) (2,262,823)
Earnings per share:
Basic - as reported 0.03 0.02
Basic - pro forma 0.03 0.06
Note 3. Revenue and Expense Recognition
Research and development contract revenues are recorded as earned in accordance
with the terms and performance requirements of the contracts. If the research
and development activities are not successful, we are not obligated to refund
payments previously received. Fees from the sale or license of technology are
recognized on a straight-line basis over the term required to complete the
transfer of technology or the substantial satisfaction of any performance
related responsibilities. License fee payments received in advance of amounts
earned are recorded as deferred revenue. Milestone payments are recorded as
revenue based upon the completion of certain contract specified events that
measure progress toward completion under certain long-term contracts. Royalty
revenue related to licensed technology is recorded when earned and in accordance
with the terms of the license agreement. Research and development costs are
expensed as incurred.
7
Note 4. Rent Receivable
The Company subleases 6,183 square feet of its office and research facilities
under a month to month arrangement for $13,000 per month plus utilities. From
December 2002 until July 2004, the sublessee was unable to make monthly rental
payments due to a lack of funding. In August 2004 the sublessee resumed making
rental payments and as of September 2004 an additional $5000 per month is being
paid for credit against previous rental obligations. Obligations under the
sublease are secured by certain listed property and equipment of the sublessee.
At March 31, 2005 the amount past due from the sub-lessee is $150,000.
Note 5. Equipment and Leasehold Improvements
Equipment and leasehold improvements at March 31, 2005 and December 31, 2004 are
comprised of the following:
March 31, December 31,
2005 2004
-----------------------------
Laboratory equipment $ 1,184,000 $ 1,184,000
Office equipment 200,000 200,000
Leasehold improvements 306,000 306,000
-----------------------------
1,690,000 1,690,000
Less accumulated depreciation and amortization (1,613,000) (1,605,000)
-----------------------------
$ 77,000 $ 85,000
=============================
Depreciation expense was $7,421 for the quarter ended March 31, 2005 and $31,000
for the year ended December 31, 2004.
Note 6. Exercise and Exchange of Warrants
In January 2005, certain holders of warrants issued in conjunction with the sale
of Series G convertible preferred stock exercised their warrants to purchase
common stock. These warrants were due to expire on January 31, 2005. The
exercise prices of such warrants was $0.55 per share. As an incentive to
exercise the warrant early the Company offered to reduce the exercise price of
the warrants to $0.33 per share and offered each holder the issuance of a new
warrant, for a similar number of shares, at an exercise price of $0.50 per
share. As a result, the Company raised $282,250. The newly issued warrants will
expire on the last day of January 2006. In connection with the repricing and
issuance of additional warrants to the investors, the Company recorded an
imputed dividend in the amount of $481,582 to reflect the additional benefit
created for these investors.
Note 7. Notes Payable, Related Party
On July 2, 2004, the Company issued notes with detachable warrants payable to
several of its current shareholders in exchange for $150,000 in cash. The notes
became due on March 31, 2005 with accrued interest at a rate of 10% per annum.
The detachable warrants were for the purchase of 60,000 shares of the Company's
common stock at $0.37 per share. The warrants have a term of three years and
became exercisable upon issue. The Company allocated the investment proceeds to
the debt and warrants based on their relative fair values. The relative fair
value of the warrants was determined to be $13,730, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount was
amortized to interest expense during 2004 based on the original term of the
debt. The fair value of the warrants was determined using the Black-Scholes
model. The Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 138% volatility, 1.98% average risk-free interest rate, a
three-year life and an underlying common stock value of $0.33 per share. These
notes plus accumulated interest were paid in full on March 31, 2005.
On August 2, 2004, the Company issued a note with detachable warrants payable to
one of its current shareholders in exchange for $250,000 in cash. The note
became due on March 31, 2005 with accrued interest at a rate of 10% per annum.
The detachable warrants were for the purchase of 100,000 shares of the Company's
common stock at $0.37 per share. The warrants have a term of three years and
became exercisable upon issue. The Company allocated the investment proceeds to
the debt and warrants based on their relative fair values. The relative fair
value of the warrants was determined to be $23,995, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount was
amortized to interest during 2004 based on the original term of the debt. The
fair value of the warrants was determined using the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0% dividend
yield, 133% volatility, 1.98% average risk-free interest rate, a three-year life
and an underlying common stock value of $0.35 per share. This note and
accumulated interest was converted into common stock and warrants in the equity
transaction completed on April 1, 2005 (See Note 6 - Subsequent Events).
8
On August 19, 2004, the Company issued a note with detachable warrants payable
to one of its current shareholders in exchange for $250,000 in cash. The note
became due on March 31, 2005 with accrued interest at a rate of 10% per annum.
The detachable warrants were for the purchase of 100,000 shares of the Company's
common stock at $0.45 per share. The warrants have a term of three years and
became exercisable upon issue. The Company allocated the investment proceeds to
the debt and warrants based on their relative fair values. The relative fair
value of the warrants was determined to be $33,802, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount was
amortized to interest during 2004 based on the original term of the debt. The
fair value of the warrants was determined using the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0% dividend
yield, 140% volatility, 1.98% average risk-free interest rate, a three-year life
and an underlying common stock value of $0.52 per share. This note and
accumulated interest was converted into common stock and warrants in the equity
transaction completed on April 1, 2005 (See Note 6 - Subsequent Events).
On September 9, 2004, the Company issued a note with detachable warrants payable
to one of its current shareholders in exchange for $250,000 in cash. The note
became due on March 31, 2005 with accrued interest at a rate of 10% per annum.
The detachable warrants were for the purchase of 100,000 shares of the Company's
common stock at $0.45 per share. The warrants have a term of three years and
became exercisable upon issue. The Company allocated the investment proceeds to
the debt and warrants based on their relative fair values. The relative fair
value of the warrants was determined to be $41,949, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount was
amortized to interest expense during 2004 based on the original term of the
debt. The fair value of the warrants was determined using the Black-Scholes
model. The Black-Scholes calculation incorporated the following assumptions: 0%
dividend yield, 141% volatility, 1.98% average risk-free interest rate, a
three-year life and an underlying common stock value of $0.67 per share. This
note and accumulated interest was converted into common stock and warrants in
the equity transaction completed on April 1, 2005 (See Note 6 - Subsequent
Events).
On December 22, 2004, the Company issued a note with detachable warrants payable
to one of its current shareholders in exchange for $150,000 in cash. The note
became due on March 22, 2005 with accrued interest at a rate of 10% per annum.
The detachable warrants were for the purchase of 60,000 shares of the Company's
common stock at $0.50 per share. The warrants have a term of three years and
became exercisable upon issue. The Company allocated the investment proceeds to
the debt and warrants based on their relative fair values. The relative fair
value of the warrants was determined to be $19,065, which was recorded as debt
discount, a reduction of the carrying amount of the debt. This amount was
amortized to interest expense over the term of the debt. The fair value of the
warrants was determined using the Black-Scholes model. The Black-Scholes
calculation incorporated the following assumptions: 0% dividend yield, 127%
volatility, 1.98% average risk-free interest rate, a three-year life and an
underlying common stock value of $0.50 per share. For the quarter ended March
31, 2005, debt discount of $17,159 was amortized to interest expense. This note
and accumulated interest was converted into common stock and warrants in the
equity transaction completed on April 1, 2005 (See Note 6 - Subsequent Events).
On January 4, 2005, the Company issued a note with detachable warrants payable
to one of its current shareholders in exchange for $100,000 in cash. The note
plus accrued interest at a rate of 10% per annum were originally due on April
4, 2005. The detachable warrants were for the purchase of 40,000 shares of the
Company's common stock at $0.62 per share. The warrants have a term of three
years and became exercisable upon issue. The Company allocated the investment
proceeds to the debt and warrants based on their relative fair values. The
relative fair value of the warrants was determined to be $15,538, which was
recorded as debt discount, a reduction of the carrying amount of the debt. This
amount is being amortized to interest expense over the term of the debt. The
fair value of the warrants was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0% dividend
yield, 128% volatility, 2.37% average risk-free interest rate, a three-year life
and an underlying common stock value of $0.50 per share. For the quarter ended
March 31, 2005, debt discount of $15,538 was amortized to interest expense. This
note and accumulated interest was converted into common stock and warrants in
the equity transaction completed on April 1, 2005 (See Note 6 - Subsequent
Events).
On February 28, 2005, the Company issued a note with detachable warrants payable
to one of its current shareholders in exchange for $160,000 in cash. The note
plus accrued interest at a rate of 10% per annum were originally due on April
4, 2005. The detachable warrants were for the purchase of 64,000 shares of the
Company's common stock at $0.60 per share. The warrants have a term of three
years and became exercisable upon issue. The Company allocated the investment
proceeds to the debt and warrants based on their relative fair values. The
relative fair value of the warrants was determined to be $23,797, which was
recorded as debt discount, a reduction of the carrying amount of the debt. This
amount is being amortized to interest expense over the term of the debt. The
fair value of the warrants was based on the Black-Scholes model. The
Black-Scholes calculation incorporated the following assumptions: 0% dividend
yield, 124% volatility, 2.58% average risk-free interest rate, a three-year life
and an underlying common stock value of $0.50 per share. For the quarter ended
March 31, 2005, debt discount of $23,797 was amortized to interest expense. This
note and accumulated interest was converted into common stock and warrants in
the equity transaction completed on April 1, 2005 (See Note 6 - Subsequent
Events).
9
Note 8. Subsequent Events
On April 1, 2005, the Company completed the initial closing related to a
Securities Purchase Agreement, with a group of accredited individual and
institutional investors for the private placement of shares of the Company's
common stock at a price of $0.33 per share. At the initial closing, the Company
sold an aggregate of 12,728,269 shares to the initial investors for an aggregate
purchase price of $4,200,331, including approximately $1,200,000 of converted
short-term promissory notes and accumulated interest previously issued by the
Company to certain of the initial investors. As part of the transaction, the
Company also issued to the initial investors warrants that entitle the holders
to purchase an aggregate of 6,364,132 shares of Common Stock at an exercise
price of $0.50 per share. The warrants expire on April 1, 2008.
On or about April 15, 2005, the Company, in a final closing pursuant to the
Securities Purchase Agreement, sold an aggregate of 10,827,955 shares to
additional investors for an aggregate purchase price of $3,573,225. As part of
the transaction, the Company also issued to the investors warrants that entitle
the holders to purchase an aggregate of 5,413,976 shares of Common Stock at an
exercise price of $0.50 per share.
For the entire private placement offering, including the Initial Closing on
April 1, 2005 and the Subsequent Closing, the Company issued a total of
23,556,224 shares of common stock at price of $0.33 per share, for aggregate
total proceeds of $7,773,556 (including approximately $1,200,000 of converted
short-term promissory bridge notes previously issued by the Company to certain
of the Initial Investors), together with warrants for the purchase of an
aggregate of approximately 11,778,108 shares of common stock at an exercise
price of $0.50 per share.
The sales and issuances of the securities under the Purchase Agreement to the
investors were exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder, as transactions by an issuer not involving a public offering. The
Company relied upon the representations made by the investors pursuant to the
Purchase Agreement in determining that such exemptions were available. No
underwriting discounts or commissions were paid by the Company in connection
with these transactions. The Company has agreed to file a registration statement
registering these securities with the Securities and Exchange Commission, and to
attempt to achieve effectiveness of such registration within 120 days of April
15, 2005, the date of the final closing under the Securities Purchase Agreement.
Failing to do so would result in a cash penalty to the Company of approximately
five percent per annum, calculated and applied on a daily basis.
The Company incurred aggregate selling fees of approximately $535,000 and issued
to placement agents warrants to acquire 751,088 shares of common stock at an
exercise price of $0.55 per share exercisable at any time and expiring
approximately 5 years after issuance.
10
The following unaudited pro forma balance sheet gives effect to the financing
completed in April 2005:
PROTEIN POLYMER TECHNOLOGIES, INC.
(A Development Stage Company)
PRO FORMA
Balance Sheet
March 31, March 31,
2005 Pro Forma 2005
As Filed Adjustments Adjusted
---------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 40,373 $ 6,024,318 $ 6,064,619
Current portion of rent receivable 60,000 - 60,000
Prepaid expenses 30,895 - 30,895
---------------------------------------------------------
Total current assets 131,268 6,024,318 6,155,586
Deposits 30,479 - 30,479
Rent Receivable, net of current portion 89,527 - 89,527
Equipment and leasehold improvements, net 77,159 - 77,159
---------------------------------------------------------
$ 328,433 $ 6,024,318 $ 6,352,751
=========================================================
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable $ 333,115 - $ 333,115
Deposits payable - - -
Notes payable, related party 1,160,000 (1,160,000) -
Accrued expenses 239,070 (53,855) 185,215
Deferred revenue 45,000 - 45,000
---------------------------------------------------------
Total current liabilities 1,777,185 (1,213,855) 563,330
Stockholders' equity (deficit):
Convertible Preferred Stock, $.01 par value, 5,000,000 shares
authorized, 76,245 and 82,945 shares issued and outstanding at
March 31, 2005 and December 31, 2004, respectively - liquidation
preference of $7,624,500 and $8,294,500 at March 31, 2005 and
December 31, 2004, respectively 7,079,917 - 7,079,917
Common stock, $.01 par value, 120,000,000 shares authorized,
41,849,360 and 39,651,123 shares issued and outstanding at March
31, 2005 and December 31, 2004, respectively 418,505 235,562 654,067
Additional paid-in capital 44,793,433 7,002,611 51,796,044
Deficit accumulated during development stage (53,740,607) - (53,740,607)
---------------------------------------------------------
Total stockholders' equity (deficit) (1,448,752) 7,238,173 5,789,421
---------------------------------------------------------
$ 328,433 $ 6,024,318 $ 6,352,751
=========================================================
11
Note 9. Liquidity
With the completion of the recent equity financing, management believes our
existing available cash, cash commitments, and cash equivalents as of May 13,
2005, plus contractual amounts receivable, will be sufficient to meet our
anticipated capital requirements through the end of March 2006. Substantial
additional capital resources may be required to fund future expenditures related
to our research, development, clinical trials, and product marketing activities.
If adequate funds are not available, we may be required to significantly curtail
our operating plans (See Management Discussion and Analysis: Liquidity and
Capital Resources).
12
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
Certain statements contained or incorporated by reference in this
Quarterly Report on Form 10-QSB constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of the
company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by forward-looking
statements. Such risks and uncertainties include, among others, history of
operating losses, raising adequate capital for continuing operations, early
stage of product development, scientific and technical uncertainties,
competitive products and approaches, reliance upon collaborative partnership
agreements and funding, regulatory testing and approvals, patent protection
uncertainties and manufacturing scale-up and required qualifications. While
these statements represent management's current judgment and expectations for
the company, such risks and uncertainties could cause actual results to differ
materially from any future results suggested herein. We undertake no obligation
to release publicly the results of any revisions to these forward-looking
statements to reflect events or circumstances arising after the date hereof.
General Overview
Protein Polymer Technologies, Inc., is a development-stage
biotechnology company engaged in the research, development, production and
clinical testing of medical products based on materials created from our
patented technology to produce proteins of unique design. Since 1992, we have
focused primarily on developing technology and products to be used for soft
tissue augmentation, tissue adhesives and sealants; wound healing support; and
drug delivery devices. We have been unprofitable to date, and as of March 31,
2005 had an accumulated deficit of $53,740,607.
Protein polymers are synthetic proteins created "from scratch" through
chemical DNA (gene) synthesis, and produced in quantity by traditional
large-scale microbial fermentation methods. As a result, protein polymers
contain no human or animal components that could potentially transmit or cause
disease. Due to their synthetic design, protein polymers are capable of
combining the biological functionality of natural proteins with the chemical
functionality and exceptional physical properties of synthetic polymers. Our
primary goal is to develop medical products for use inside the body with
significantly improved outcomes as compared to current products and practices.
Our product candidates for surgical repair, augmentation and
regeneration of human tissues are in various stages of research and development.
The more advanced programs are bulking agents for soft tissue augmentation,
particularly for use in urethral tissue for the treatment of female stress
incontinence and in dermal tissue for cosmetic and reconstructive procedures,
tissue adhesive formulations for the repair of spinal discs damaged due to
injury or aging, and preclinical development of a new surgical sealant designed
to prevent air and fluid leaks following lung, gastrointestinal, and
cardiovascular surgery. We currently are devoting the majority of our resources
to the development and FDA approval of these products.
Because of our technology's breadth of commercial opportunity, we are pursuing
multiple routes for commercial development. Currently, we independently are
developing the incontinence and the dermal augmentation products, which share
similar technology and product characteristics. We have established a
comprehensive license and development agreement with Genencor International for
the use of our materials and technology to develop, manufacture and
commercialize products for industrial markets. Genencor International is one of
the world's largest manufacturers of industrial enzymes and other biologically
derived products. Through this arrangement, we could receive milestone payments,
and eventually royalties on the sale of products, if any. For development and
commercialization of our spinal disc repair product, we entered into agreements
with Spine Wave, Inc., that could provide us with both near term research and
development support and eventually royalties on the sale of licensed products,
if any.
13
Significant Collaborative Agreements
Our collaborative development agreements generally contain provision
for specific payments for defined activities, services, royalties on the sales
of developed products, and/or the accomplishment of performance benchmarks.
These agreements also may provide for equity investments or other financial
incentives. Technology license agreements usually are associated with
collaborative development agreements, but occasionally we will agree to a
license without an accompanying development agreement.
Spine Wave
- ----------
In April 2001, we entered into agreements with Spine Wave, Inc., to
develop and commercialize an injectable protein-based formulation for the repair
of spinal discs damaged either by injury or aging. As consideration for entering
into an exclusive, worldwide license agreement with Spine Wave, we received one
million shares of the founding common stock in Spine Wave, valued initially at
$10,000. The shares of founding common stock were subject to a vesting schedule;
however, Spine Wave's right to repurchase unvested shares terminated in 2002
upon their merger with VERTx, Inc. Royalties from the sale or sublicensing of
licensed products will be determined in the future based on the gross margin
(sales revenue less the cost of goods) realized by Spine Wave from the sale of
the products.
In connection with the license agreement, we entered into a separate
supply and services agreement to provide Spine Wave with a variety of research
and development services, and to supply materials to Spine Wave for pre-clinical
and clinical testing. Spine Wave, in return, agreed to reimburse us for both our
direct costs and the associated overhead costs for the services provided. During
2001, we recognized contract revenues of $450,000 related to activities
performed under the collaborative agreement.
In March 2002, we executed additional agreements with Spine Wave that
expanded our contractual research and development relationship, and that offered
us additional equity incentives in the form of Spine Wave common stock and
warrants. Under the amended supply and services agreement, we, on behalf of
Spine Wave, are proceeding with pre-clinical safety and performance studies of a
product for spinal disc repair to support Spine Wave's filing of an
investigational device exemption with the FDA to obtain approval to initiate
human clinical testing. During the subsequent period leading to regulatory
marketing approval, our contractual responsibilities include the supply of
product to be used in clinical testing. Research and development services
performed for Spine Wave are reimbursed including both direct costs and
associated overhead costs. Spine Wave is responsible for clinical testing,
regulatory approvals, and commercialization. For the quarter ended March 31,
2005 and for the period of project inception to date we received $263,000
and $5,177,000, respectively, in contract revenue from Spine Wave which
represents the reimbursement of direct costs plus overhead costs allocated to
the research and development resources used in performing the collaborative
activities.
Additional equity incentives offered in conjunction with the expanded
supply and services agreement of March 17, 2002 consist of a four year warrant
to purchase 1,000,000 shares of Spine Wave common stock at an exercise price of
$0.50 per share (recently issued Spine Wave preferred stock was also priced at
$0.55 per share), and 400,000 shares of common stock valued at $0.05 per share
subject to repurchase at cost until each of three performance goals is achieved.
The performance goals consist of: (i) completion of certain studies for filing
an investigational device exemption application (100,000 shares); (ii)
completion of additional studies for filing of the investigational device
exemption and provision of inventory for the pilot clinical study (150,000
shares); and (iii) completion of certain manufacturing arrangements, and
production of certain quantities of product (150,000 shares). As of March 31,
2005, two of the three performance goals had been met.
In October 2003, we executed a second amendment to the supply and
services agreement with Spine Wave that further defined the cost basis for
reimbursement of services provided by us to Spine Wave.
Significant License Agreements
Our license agreements usually include provision for up-front
compensation and eventual royalties on the sale of licensed products. Terms of
license agreements typically commence as of the date executed and continue for a
period of the greater of twenty (20) years from execution date or the date upon
which the last of the patented technology under license expires.
Femcare, Ltd.
- -------------
In January 2000, we entered into an agreement with Femcare, Ltd.
("Femcare"), for the commercialization in Europe and Australia of our product
for treatment of stress urinary incontinence. Under the terms of the license
agreement, Femcare paid a $1 million non-refundable license fee in exchange for
14
the patented technology and a three year commitment from us to provide support
to Femcare in its efforts to clinically test our products in Great Britain and
to achieve European regulatory approval. We have not incurred any research and
development costs associated with our support efforts to date. As a result of
the arrangement, we recognized approximately $333,000 in deferred license fee
revenue for each of 2000, 2001, and 2002. In 2004, Femcare notified us that it
was going to close its urology business. We are in discussions with Femcare
regarding termination of the license agreement.
Genencor International, Inc.
- ----------------------------
In December 2000, we signed a broad-based, worldwide exclusive license
agreement with Genencor International, Inc. ("Genencor") enabling Genencor to
potentially develop a wide variety of new products for industrial markets. In
October 2002, the license agreement was amended to provide Genencor with an
additional one-year option to initiate development of products in the field of
non-medical personal care. In March 2005, the license was amended to fully
incorporate the field of personal care products into the license. As a result of
the agreements, Genencor may use our patented protein polymer design and
production technology, in combination with Genencor's extensive gene expression,
protein design, and large-scale manufacturing technology, to design and develop
new products with improved performance properties for defined industrial fields
and the field of non-medical personal care products.
In return for the licensed rights, Genencor paid us an up-front license
fee of $750,000, and will pay royalties on the sale of any products
commercialized by Genencor under the agreement. The licensed technology was
transferred to Genencor upon execution of the license agreement without any
further product development obligation on our part. Future royalties on the net
sales of products incorporating the technology under license and developed by
Genencor will be calculated based on a royalty rate to be determined at a later
date. In addition, we are entitled to receive up to $5 million in milestone
payments associated with Genencor's achievement of various industrial product
development milestones incorporating the licensed technology. There is no
limitation on the amount of milestone payments we can receive from Genencor for
Genencor's product development in the field of non-medical personal care
products. In March 2005 we received a second license milestone payment of
$250,000 from Genencor for Genencor's initiation of a product development
project based on technology licensed from us.
In connection with the license agreement, Genencor was issued two
warrants, each convertible by formula into $500,000 of our common stock. The
first warrant has subsequently expired. The second warrant could be converted
into 1,250,000 shares at an exercise price of $0.40 per share. As a result of
the collaboration, in 2000 we recognized $750,000 in license fee revenue (less
the issuance of warrants to purchase $1 million of our common stock valued at
$319,000). The agreement terminates on the date of expiration of the last
remaining patent.
Research and Development
We currently maintain detailed project costs (direct costs plus
allocated overhead) for contractual research and development services. However,
we do not maintain cost breakdowns for our internal research and development
projects due to the extensive degree of overlap between our tissue augmentation
projects such as common manufacturing, quality control, and developmental
product testing.
Our product for the treatment of female stress urinary incontinence is
in pilot human clinical testing. Due to the rate of patient enrollment, we now
project beginning pivotal clinical testing in 2006. We expect these trials,
including patient follow-up, will take approximately 24 months, and the
subsequent Food and Drug Administration review of our pre-market approval
submission may take an additional 12 months. Assuming this schedule is met and
the product is approved, U.S. sales of the product are projected to begin before
the end of 2008. Commercial manufacturing process development and completion of
the clinical trials are estimated to cost approximately $10 million.
Our tissue augmentation product for use in cosmetic and reconstructive
surgery applications is in pilot human clinical testing. We recently obtained
FDA approval to expand the pilot clinical study to obtain additional data in
support of our application to begin a pivotal clinical study. We now project
beginning pivotal clinical testing in early 2006. We expect these trials,
including patient follow-up, will take approximately 15 months, and the
subsequent Food and Drug Administration review of our pre-market approval
submission may take up to an additional 12 months. Assuming this schedule is met
and the product is approved, U.S. sales are projected to begin in late 2007. Our
estimate for the pivotal clinical trial has been updated and is now projected to
cost approximately $3.2 million. This product is based on the same manufacturing
technology as our product for the treatment of female stress urinary
incontinence, and thus, the incremental cost of manufacturing development is
estimated to be approximately $0.1 million.
15
We currently do not have sufficient cash to complete the development of
these products. We anticipate obtaining the necessary cash either by additional
equity financings, or by sharing the cost of development with potential
marketing partners, or a combination of both methods. If we are unable to obtain
the necessary cash, it will have a material adverse effect on us.
Our spinal disc repair product being developed for our licensee, Spine
Wave, Inc., is in pre-clinical testing. The timing of this project is under the
control of Spine Wave. Under our contract with Spine Wave, we are responsible
for development of the formulated product, its pilot manufacturing process, and
product production for both clinical trials. Spine Wave is responsible for
funding all expenses associated with these activities. Contract revenue received
from Spine Wave is approximately equal to our cost (direct project costs plus
allocated laboratory and corporate overhead expenses) of the work performed.
Total research and development costs for the quarter ended March 31, 2005 and
for the period of project inception to date are approximately $263,000 and
$5,177,000 respectively.
To the extent sufficient capital resources are available, we continue
to research the use of our patented technology to produce proteins of unique
design for other tissue repair and medical device applications, principally for
use in supporting the wound healing process, including devices based on tissue
engineering, and in drug delivery devices. Our strategy for most of our programs
is to enter into collaborative development agreements with product marketing and
distribution companies. Although these relationships, to the extent any are
consummated, may provide significant near-term revenues through up-front
licensing fees, research and development payments and milestone payments, we
expect to continue incurring operating losses for the next several years.
Results of Operations
Contract and Licensing Revenue. We received $513,000 in contract and
licensing revenue for the quarter ended March 31, 2005 as compared to $189,000
for the quarter ended March 31, 2004. Contract revenue for the past quarter
primarily represents payments of $263,000 from Spine Wave, for materials and
services provided in the development of an adhesive product for the repair of
spinal discs, as compared to $189,000 in contract revenue from Spine Wave in the
same period a year ago. We received $250,000 in licensing revenue in the quarter
ended March 31, 2005 as compared to no licensing income in the comparable period
a year ago. The licensing revenue represents a milestone payment of $250,000
from Genencor International for Genencor's initiation of a product development
project based on technology licensed from us.
Interest Income. Interest income was $100 for the quarter ended March
31, 2005, as compared to $2,000 for the same period in 2004. The
period-to-period variability results from the amount and timing of the receipt
of equity capital and the amounts of excess cash available for investment.
Research and Development Expenses. Research and development expenses
for the quarter ended March 31, 2005 were $556,000, compared to $639,000 for the
same period in 2004. The fluctuations are primarily due to variations in
clinical testing, regulatory consulting costs, and costs associated with
manufacturing product for Spine Wave. Other related expenses include those for
expanded manufacturing capacity and manufacturing process development, quality
assurance efforts, and outside testing services. We expect our research and
development expenses will increase in the future, to the extent additional
capital is obtained, due to the expansion of product-directed development
efforts including preclinical development of our surgical sealants, increased
human clinical testing, increased manufacturing requirements, increased use of
outside testing services, and increased research and development services for
Spine Wave.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the quarter ended March 31, 2005 were $487,000, as
compared to $480,000 for the same period in 2004. These expenses have been
fairly consistent over the past three years, but we have experienced increases
particularly in interest expense due to incurring $1,310,000 in short term
promissory notes used to finance much of the Company's operations for the past
nine months. This is a non-recurring item since the promissory notes have been
repaid or converted into common stock and warrants in equity transactions
completed in April 2005. We do anticipate some increases during 2005 in the
areas of insurance coverage and legal services, and increased personnel expense.
To the extent possible, we continue to concentrate on controlling costs
reflected in reduced travel, office supplies, and non-regulatory consulting
costs. We expect our selling, general and administrative expenses will increase
in the future, to the extent additional capital is obtained, consistent with
supporting our research and development efforts and as business development,
patent, legal and investor relations activities require.
Net Losses. For the quarter ended March 31, 2005, our net loss
decreased to $522,000, from $851,000 for the quarter ended March 31, 2004. The
decreased net loss in 2005 is due primarily to increased license and contract
fees from collaborative partners received during the 2005 period. Net loss
applicable to common shareholders during the quarter ended March 31, 2005 was
$1,072,000 or $0.03 per share, as compared to $921,000, or $0.02 per share, for
the same period in 2004. The increased net loss applicable to common
shareholders during the first quarter of 2005 resulted primarily from an
"imputed dividend" of $ 482,000 recorded in connection with a warrant exercise
16
price reduction and issuance of new warrants to holders of Series G Preferred
Stock.
We expect to incur increasing operating losses for the next several
years, to the extent additional capital is obtained, based upon the continuation
of the development and testing of our product for the treatment of female stress
urinary incontinence and our product for the correction of dermal contour
deficiencies, the associated FDA approval process, and the tissue adhesives
program, as well as expected increases in our other research and development,
manufacturing and business development activities. Our results depend in part on
our ability to establish strategic alliances and generate contract revenues, and
upon increased research, development and manufacturing efforts, pre-clinical and
clinical product testing and commercialization expenditures, and expenses
incurred for regulatory compliance and patent prosecution. Our results will also
fluctuate from period to period due to timing differences.
Inflation
To date, we believe that inflation and changing prices have not had a
material impact on our continuing operations. However, given the State of
California's past energy problems, our utility costs have increased
significantly over the past two years, and these increases are expected to
continue for the foreseeable future.
Liquidity and Capital Resources
On April 1, 2005, the Company completed the initial closing related to a
Securities Purchase Agreement with a group of individual and institutional
investors for the private placement of shares of the Company's common stock at a
price of $0.33 per share. At the initial closing, the Company sold an aggregate
of 12,728,269 shares to the initial investors for an aggregate purchase price of
$4,200,331, including approximately $1,200,000 of converted short-term
promissory notes and accumulated interest previously issued by the Company to
certain of the initial investors. As part of the transaction, the Company also
issued to the initial investors warrants that entitle the holders to purchase an
aggregate of 6,364,132 shares of Common Stock at an exercise price of $0.50 per
share. The warrants expire on April 1, 2008.
On or about April 15, 2005, the Company, in a final closing pursuant to the
Securities Purchase Agreement, sold an aggregate of 10,827,955 shares to
additional investors for an aggregate purchase price of $3,573,225. As part of
the transaction, the Company also issued to the investors warrants that entitle
the holders to purchase an aggregate of 5,413,976 shares of Common Stock at an
exercise price of $0.50 per share.
For the entire private placement offering, including the Initial Closing on
April 1, 2005 and the Subsequent Closing, the Company issued a total of
23,556,224 shares of common stock at price of $0.33 per share, for aggregate
total proceeds of $7,773,556 (including approximately $1,200,000 of converted
short-term promissory bridge notes previously issued by the Company to certain
of the Initial Investors), together with warrants for the purchase of an
aggregate of approximately 11,778,108 shares of common stock at an exercise
price of $0.50 per share. Following the payment of approximately $535,000 in
placement fees and expenses, we had net receipts of approximately $6.1 million.
As of March 31, 2005, we had cash, cash equivalents and short-term investments
totaling $40,373, as compared to $82,000 at December 31, 2004. As of March 31,
2005, we had a working capital deficiency of $1,646,000, compared to $1,531,000,
at December 31, 2004.
We do not have any off balance sheet financing activities and do not have any
special purpose entities. We had no long-term capital lease obligations as of
March 31, 2005. For the quarter ended March 31, 2005, there were no cash
expenditures for capital equipment and leasehold improvements compared with
$8,000 for the same period in the prior year. To the extent capital is
available, we anticipate that these expenditures will be increased in 2005 for
laboratory renovations and additional equipment required to meet the FDA's
applicable Quality System regulation as we scale up our manufacturing operations
to meet product requirements for expanded clinical testing. We may enter into
capital equipment lease arrangements in the future if available at appropriate
rates and terms.
We believe our existing available cash, cash equivalents and short-term
investments as of May 13, 2005, in combination with continuing contractual
commitments will be sufficient to meet our anticipated capital requirements
through the end of March 2006. Substantial additional capital resources will be
required to fund continuing expenditures related to our research, development,
manufacturing and business development activities. In addition we are pursuing a
number of alternatives to meet the continuing capital requirements of our
operations, such as collaborative agreements and public or private financings.
Further, we are continuing our reimbursed services to Spine Wave. There can be
no assurance that any of these events will be consummated in the timeframes
needed for continuing operations or on terms favorable to us. If in the future
adequate funds are not available, we will be required to significantly curtail
17
our operating plans and would likely have to sell or license out significant
portions of our technology.
Item 3. Controls and Procedures
(a)Disclosure Controls and Procedures. Based on their evaluation, as
of the end of the period covered by this quarterly report, our
principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act
of 1934 ("Exchange Act")) are effective based on their evaluation
of these controls and procedures required by paragraph (b) of
Rules 13a-15 or 15d-15 under the Exchange Act.
(b)Internal Control Over Financial Reporting. There were no changes
in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during our
last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
18
PART II.
OTHER INFORMATION
Item 6. Exhibits
31.1 Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a- 14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Director of Finance (Principal Financial
Officer) pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Director of
Finance (Principal Financial Officer) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROTEIN POLYMER TECHNOLOGIES, INC.
Date: May 17, 2005 By /s/ J. Thomas Parmeter
-----------------------------
J. Thomas Parmeter
Chairman of the Board
Date: May 17, 2005 By /s/ Janis Y. Neves
-------------------
Janis Y. Neves
Director of Finance, Controller
and Corporate Secretary
20
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
31.1 Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a- 14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Director of Finance (Principal Financial
Officer) pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Director of
Finance (Principal Financial Officer) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.1
SECTION 302 CERTIFICATION
of the Chief Executive Officer
I, William N. Plamondon III, the Chief Executive Officer of Protein Polymer
Technologies, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Protein Polymer
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in
this report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 17, 2005
/s/William N. Plamondon III
- ---------------------------
William N. Plamondon III
Chief Executive Officer
Exhibit 31.2
SECTION 302 CERTIFICATION
of the Director of Finance (Principal Financial Officer)
I, Janis Y. Neves, the Director of Finance of Protein Polymer Technologies,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Protein Polymer
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in
this report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 17, 2005
/s/Janis Y. Neves
- -----------------
Janis Y. Neves
Director of Finance
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Protein Polymer Technologies, Inc.
(the "Company") on Form 10-QSB for the period ended March 31, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ William N. Plamondon III
- ----------------------------
William N. Plamondon III
Chief Executive Officer
May 17, 2005
In connection with the Quarterly Report of Protein Polymer Technologies, Inc.
(the "Company") on Form 10-QSB for the period ended March 31, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Janis Y. Neves
- ------------------
Janis Y. Neves
Director of Finance and Corporate Secretary
May 17, 2005
