SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________
to _____________
Commission File Number 0-28674
CADUS CORPORATION
(Exact Name of Registrant as Specified on its
Charter)
Delaware |
|
13-3660391 |
(State of Other Jurisdiction of Incorporation or
Organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
767 Fifth Avenue Suite 4700, New York, New York |
|
10153 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
Registrant’s Telephone Number, Including Area Code |
|
(212) 702-4300 |
Indicate by check mark whether the 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 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
¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes x No
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2
of the Exchange Act). (Check one):
|
Large accelerated filer ¨ |
Accelerated filer ¨ |
|
|
|
|
Non-accelerated filer ¨ |
Smaller reporting company x |
|
(Do not check if a smaller reporting company) |
|
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12-b-2 of the Exchange Act).
Yes ¨ No
x
The number of shares of registrant’s
common stock, $0.01 par value, outstanding as of July 31, 2015 was 26,288,080.
CADUS CORPORATION
INDEX
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this Quarterly Report
on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are
“forward-looking statements” for purposes of federal and state securities laws, including any projections or expectations
of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any statement of our plans,
strategies and objectives for our future operations; any statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumption underlying any of the foregoing. Forward-looking statements may include the words “may,”
“will,” “should,” “could,” “would,” “predicts,” “potential,”
“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates” and other similar words. Although Cadus Corporation (the “Company”)
believes that the expectations reflected in our forward-looking statements are reasonable, such forward-looking statements involve
known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the
Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to, risks and uncertainties
relating to the Company's ability to acquire residential homes or land for renovation or construction and resale, the Company’s
ability to engage contractors to perform such renovation and construction, the Company’s ability to sell such renovated or
new homes at a profit, the Company’s ability to acquire or invest in other businesses or assets, the Company’s capital
needs and uncertainty of future funding, as well as other risks and uncertainties discussed in the Company’s annual report
on Form 10-K for the year ended December 31, 2014. The forward-looking statements made in this Quarterly Report on Form 10-Q are
made only as of the date hereof and the Company does not have or undertake any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances unless otherwise required by law.
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CADUS CORPORATION
Condensed Consolidated Balance Sheets
| |
June 30, 2015 | | |
December 31, 2014 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Assets: | |
| | | |
| | |
Real estate held for development | |
$ | 31,164,786 | | |
$ | 30,183,696 | |
Cash and cash equivalents | |
| 10,578,730 | | |
| 11,877,951 | |
Interest receivable | |
| 85 | | |
| 156 | |
Prepaid and other assets | |
| 68,070 | | |
| 12,498 | |
Investment in other ventures | |
| 192,662 | | |
| 193,101 | |
Patents, net | |
| 1 | | |
| 1 | |
Total assets | |
$ | 42,004,334 | | |
$ | 42,267,403 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Accrued expenses and other liabilities | |
$ | 177,605 | | |
$ | 84,583 | |
Total liabilities | |
| 177,605 | | |
| 84,583 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Common stock | |
| 264,297 | | |
| 264,297 | |
Additional paid-in capital | |
| 80,291,992 | | |
| 80,291,992 | |
Accumulated deficit | |
| (38,429,485 | ) | |
| (38,073,394 | ) |
Treasury stock – at cost | |
| (300,075 | ) | |
| (300,075 | ) |
Total stockholders’ equity | |
| 41,826,729 | | |
| 42,182,820 | |
Total liabilities and stockholders’ equity | |
$ | 42,004,334 | | |
$ | 42,267,403 | |
See accompanying notes to condensed consolidated
financial statements.
CADUS CORPORATION
Condensed Consolidated Statements of Operations
| |
Three Months Ended June 30, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
(Unaudited) | |
Total revenues | |
$ | -0- | | |
$ | -0- | |
Costs and expenses: | |
| | | |
| | |
General and administrative expenses | |
| 116,825 | | |
| 110,894 | |
Real estate expenses | |
| 16,106 | | |
| 78,440 | |
Amortization of patent costs | |
| -0- | | |
| 10,627 | |
Loss from equity in other ventures | |
| 315 | | |
| 247 | |
Total costs and expenses | |
| 133,246 | | |
| 200,208 | |
Operating loss | |
| (133,246 | ) | |
| (200,208 | ) |
Other income: | |
| | | |
| | |
Interest income | |
| 668 | | |
| 3,481 | |
Loss before provision for income taxes | |
| (132,578 | ) | |
| (196,727 | ) |
Provision for income taxes | |
| -0- | | |
| -0- | |
Net loss | |
$ | (132,578 | ) | |
$ | (196,727 | ) |
Basic and diluted (loss) per weighted average share of common stock outstanding | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
Weighted average shares of common stock outstanding – basic and diluted | |
| 26,288,080 | | |
| 16,795,162 | |
See accompanying notes to condensed consolidated
financial statements.
CADUS CORPORATION
Condensed Consolidated Statements of Operations
| |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
(Unaudited) | |
Total revenues | |
$ | -0- | | |
$ | -0- | |
Costs and expenses: | |
| | | |
| | |
General and administrative expenses | |
| 324,905 | | |
| 364,864 | |
Real estate expenses | |
| 31,695 | | |
| 174,187 | |
Amortization of patent costs | |
| -0- | | |
| 32,235 | |
Loss from equity in other ventures | |
| 439 | | |
| 373 | |
Total costs and expenses | |
| 357,039 | | |
| 571,659 | |
Operating loss | |
| (357,039 | ) | |
| (571,659 | ) |
Other income: | |
| | | |
| | |
Interest income | |
| 948 | | |
| 3,825 | |
Loss before provision for income taxes | |
| (356,091 | ) | |
| (567,834 | ) |
Provision for income taxes | |
| -0- | | |
| -0- | |
Net loss | |
$ | (356,091 | ) | |
$ | (567,834 | ) |
Basic and diluted (loss) per weighted average share of common stock outstanding | |
$ | (0.01 | ) | |
$ | (0.04 | ) |
Weighted average shares of common stock outstanding – basic and diluted | |
| 26,288,080 | | |
| 14,969,601 | |
See accompanying notes to condensed consolidated
financial statements.
CADUS CORPORATION
Condensed Consolidated Statements of Cash
Flows
| |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
(Unaudited) | |
| |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (356,091 | ) | |
$ | (567,834 | ) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | |
| | | |
| | |
Amortization of patent costs | |
| -0- | | |
| 32,235 | |
Loss from equity in other ventures | |
| 439 | | |
| 373 | |
Changes in assets and liabilities: | |
| | | |
| | |
Increase in prepaid and other assets | |
| (55,501 | ) | |
| (33,265 | ) |
Increase in escrow deposits | |
| -0- | | |
| (467,653 | ) |
Increase in real estate investments | |
| (981,090 | ) | |
| (20,883,351 | ) |
Increase in accrued expenses and other liabilities | |
| 93,022 | | |
| 54,955 | |
Net cash used in operating activities | |
| (1,299,221 | ) | |
| (21,864,540 | ) |
Financing activities: | |
| | | |
| | |
Capital contributed by shareholder | |
| -0- | | |
| 515,900 | |
Sale of common stock less registration costs | |
| -0- | | |
| 19,847,089 | |
Net cash provided by financing activities | |
| -0- | | |
| 20,362,989 | |
Net decrease in cash and cash equivalents | |
| (1,299,221 | ) | |
| (1,501,551 | ) |
Cash and cash equivalents - beginning of period | |
| 11,877,951 | | |
| 22,134,451 | |
Cash and cash equivalents - end of period | |
$ | 10,578,730 | | |
$ | 20,632,900 | |
See accompanying notes to condensed consolidated
financial statements.
CADUS CORPORATION
Notes to Condensed Consolidated Financial
Statements (Unaudited)
| Note - 1 | Organization and Basis of Preparation |
The information presented as of
June 30, 2015 and for the three and six month periods then ended is unaudited, but includes all adjustments (consisting only of
normal recurring accruals) that the Company's management believes to be necessary for the fair presentation of results for the
periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America have been omitted as permitted by the Securities
and Exchange Commission, although the Company believes that the disclosures included in these financial statements are adequate
to make the information not misleading. The December 31, 2014 condensed consolidated balance sheet was derived from audited consolidated
financial statements. These financial statements should be read in conjunction with the Company's annual report on Form 10-K for
the year ended December 31, 2014.
In connection with the Company’s
program for the purchase of individual homes or residential lots for purposes of renovation or construction and resale, in the
fourth quarter of 2013 the company formed three subsidiaries, Blivet LLC, MB 2013 LLC and Happy Dragon LLC.
The consolidated financial statements
include the accounts of Cadus and its wholly owned subsidiaries, Cadus Technologies, Inc., Blivet LLC, MB 2013 LLC and Happy Dragon
LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company operates in one segment: the
purchase of homes and land for purposes of renovation or construction and resale. As previously reported, the Company will not
maintain or seek to license its drug discovery technologies.
The results of operations for the
six month period ended June 30, 2015 is not necessarily indicative of the results to be expected for the year ending December 31,
2015.
The Company includes as cash equivalents
all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. There were
cash equivalents of $10,201,093 at June 30, 2015 and there were cash equivalents of $11,200,483 at December 31, 2014.
| Note - 3 | Net (Loss) Per Share |
Basic net (loss) per share is computed
by dividing the net (loss) by the weighted average of common shares outstanding. Diluted earnings per share is calculated based
on the weighted average of common shares outstanding plus the effect of common stock equivalents (stock options). There were no
outstanding stock options for the six months ended June 30, 2015 and 2014.
| Note - 4 | Fair Value of Financial Instruments |
The Company uses financial
instruments in the normal course of its business. The carrying values of cash and cash equivalents and accrued expenses
approximate fair value. The fair value of the Company’s investment in a privately held company is not readily
available. The Company believes the fair value of this investment in a privately held company approximated its carrying value
at June 30, 2015 and December 31, 2014.
CADUS CORPORATION
Notes to Condensed Consolidated Financial
Statements (Unaudited)
| Note - 5 | Real Estate Operations |
In connection with the Company’s
program to purchase residential properties for purposes of renovation or construction and resale, as of June 30, 2015, the Company
had purchased for an aggregate original price of approximately $29.9 million, and continued to own, through two indirect wholly-owned
subsidiaries, twelve residential properties in Miami-Dade County, Florida and one residential property in East Hampton, New York.
The company incurred $31,695 in
real estate expenses for the six months ended June 30, 2015, consisting of utilities, maintenance and other operating costs and
expenses with respect to properties acquired.
Real estate held for development
is recorded at cost. The cost of residential property includes the purchase price of the property, legal fees and other acquisition
costs (e.g. recording, title search, survey, lien and permit searches, and inspection costs). Costs directly related to planning,
developing and constructing a property are capitalized and classified as real estate held for development in the consolidated balance
sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during
the period of development.
After acquisition, real estate held
for development is analyzed periodically for changes in fair values and any subsequent write down is charged to operating expenses.
The Company did not have such a write down during the six months ended June 30, 2015.
Accrued expenses consist of the
following:
| |
June 30, 2015 | | |
December 31, 2014 | |
Architect costs | |
$ | -0- | | |
$ | 50,638 | |
Franchise tax | |
| -0- | | |
| 7,315 | |
Real estate taxes | |
| 145,574 | | |
| -0- | |
License fee | |
| 25,000 | | |
| -0- | |
Legal | |
| 540 | | |
| 5,314 | |
Accounting | |
| -0- | | |
| 2,000 | |
Property maintenance | |
| 5,361 | | |
| 3,506 | |
Insurance | |
| -0- | | |
| 9,544 | |
Transfer agent | |
| 630 | | |
| -0- | |
Stockholder relations | |
| -0- | | |
| 6,266 | |
Sundry | |
| 500 | | |
| -0- | |
| |
$ | 177,605 | | |
$ | 84,583 | |
CADUS CORPORATION
Notes to Condensed Consolidated Financial
Statements (Unaudited)
| Note - 7 | Recently Issued Accounting Standards |
Recent accounting pronouncements
issued by the Financial Accounting Standards Board did not or are not believed by management to have a material impact on the Company’s
present or future consolidated financial statements.
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
Overview
The Company was incorporated in 1992 and until
July 30, 1999, devoted substantially all of its resources to the development and application of novel yeast-based and other drug
discovery technologies. On July 30, 1999, the Company sold its drug discovery assets and ceased its internal drug discovery operations
and research efforts for collaborative partners. Subsequent to the sale of its drug discovery assets, the Company had continued
to license, and seek to license, its technologies. The Company has received no revenues from the licensing of its technologies
since 2010, has not entered into a new license for its technologies since 2000, and has determined not to maintain or seek to license
its drug discovery technologies. In recent years, the Company had also sought to use all or a portion of its available cash, and
where appropriate, seek additional debt or equity financing, to acquire or invest in one or more companies or other assets. Although
it pursued a number of prospective acquisitions, none was consummated.
Since the fourth quarter of 2013, the Company
has sought opportunities to profit from purchasing individual homes or individual residential lots for purposes of renovation or
construction and resale in Miami-Dade County, Florida; the Company has purchased a single-family residential zoned vacant lot in
East Hampton, New York. In addition to its real estate activities, the Company may continue to consider acquisitions or investments
in other industries.
At June 30, 2015, the Company had an accumulated
deficit of approximately $38.4 million. The Company’s losses have resulted principally from costs incurred in connection
with its prior biomedical research and development activities and from general and administrative costs associated with the Company’s
operations. These costs have exceeded the Company’s revenues and interest income. The Company expects to generate revenues
in the future only if it is able to profit from its real estate operations.
Results of Operations
Three Months Ended June 30, 2015 and 2014.
Revenues
There were no revenues for the three months
ended June 30, 2015 and for the three months ended June 30, 2014.
Costs and Expenses
General and Administrative Expenses increased
to $116,825 for the three months ended June 30, 2015 from $110,894 for the same period in 2014. Patent costs increased by $6,228
due to the maintenance of some patents. There were other net decreases of $297.
Real estate expenses for the three months ended
June 30, 2015 were $16,106 consisting of maintenance and utilities for properties owned. Real estate expenses for the three months
ended June 30, 2014 were $78,440 consisting of operating and legal expenses for properties acquired and negotiations for properties
that were not acquired.
Results of Operations (Continued)
For the three months ended June 30, 2015 and 2014, the Company recognized
a loss of $315 and $247, respectively, in its investment in Laurel Partners Limited Partnership.
Interest Income
Interest income for the three months ended
June 30, 2015 was $668 compared to interest income of $3,481 for the same period in 2014. This decrease is attributable primarily
to a decrease in funds being invested.
Net (Loss)
Net loss for the three months ended June 30,
2015 was $132,578 compared to a net loss of $196,727 for the same period in 2014. The decrease in net loss can be principally attributed
to a decrease in real estate expenses of $62,334 and a decrease in patent amortization of $10,627, offset by an increase in general
and administrative expenses of $5,931 and a decrease in interest income of $2,813.
Six Months Ended June 30, 2015 and 2014.
Revenues
There were no revenues for the six months ended
June 30, 2015 and for the six months ended June 30, 2014.
Costs and Expenses
General and administrative expenses decreased
to $324,905 for the six months ended June 30, 2015 from $364,864 for the same period in 2014. Professional fees decreased by $88,129
for the six months ended June 30, 2015 from those incurred for the same period in 2014 due to required filings with the Securities
and Exchange Commission in 2014 as a result of the Company ceasing to be a shell company. Payroll and payroll taxes increased by
$33,209 due to the employment of the Company’s President for the entire six months in 2015. Shareholder relations increased
by $9,407 due to printing and mailing costs and service fees relating to the Annual Shareholder’s Meeting in December 2014.
There were other net increases of $5,554.
Real estate expenses for the six months ended June 30, 2015 were
$31,695 consisting of maintenance and utilities for properties owned. Real estate expenses for the six months ended June 30, 2014
were $174,187 consisting of operating and legal expenses in connection with properties that were acquired and negotiations for
properties that were not acquired.
For the six months ended June 30, 2015 and 2014, the Company recognized
a loss of $439 and $373, respectively, in its investment in Laurel Partners Limited Partnership.
Interest Income
Interest income for the six months ended June
30, 2015 was $948 compared to interest income of $3,825 for the same period in 2014. This decrease is attributable primarily to
a decrease in funds being invested.
Results of Operations (Continued)
Net (Loss)
Net loss for the six months ended June 30,
2015 was $356,091 compared to a net loss of $567,834 for the same period in 2014. The decrease in net loss can be principally attributed
to an decrease in general and administrative expenses of $39,959, a decrease in real estate expenses of $142,492, and a decrease
in patent amortization of $32,235, offset by a decrease in interest income of $2,877.
Liquidity and Capital Resources
At June 30, 2015, the Company held cash and cash equivalents of
$10.6 million.
Depending on the availability
of transactions acceptable to the Company in connection with its real estate activities, all or a portion of the Company’s
available cash may be utilized, and the Company may seek debt or additional equity financing. The Company’s capital requirements
may vary as a result of a number of factors, including the transactions, if any, arising from the Company’s efforts to acquire,
renovate, construct and sell residential properties. There can be no assurance that the Company will raise sufficient capital on
a timely basis or on satisfactory terms or at all to meet such capital requirements.
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
Under SEC regulations, we are considered a
smaller reporting company and are not required to provide the information under this item.
| Item 4. | CONTROLS AND PROCEDURES |
Based on the evaluation of the Company’s
disclosure controls and procedures conducted as of the end of the period covered by this report on Form 10-Q, the Company’s
President and Chief Executive Officer and the Company’s Treasurer (who performs functions similar to those of a principal
financial officer), concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934) are effective. In addition, there has been no change in the Company’s
internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting. It should be noted that any system of controls, however
well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the objectives of the system
are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There were no material
changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2014 as
filed with the Securities and Exchange Commission on March 31, 2015.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. Other Information.
None.
Item
6. Exhibits.
The Exhibits listed in
the Exhibit Index are included in this quarterly report on Form 10-Q.
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.
CADUS CORPORATION
(Registrant)
Dated: August 14, 2015 |
By: |
/s/ Hunter C. Gary |
|
Hunter C. Gary |
|
President and Chief Executive Officer |
|
|
Dated: August 14, 2015 |
By: |
/s/ David Blitz |
|
David Blitz |
|
Treasurer and Secretary |
EXHIBIT INDEX
The following exhibits are filed as part of
this Quarterly Report on Form 10-Q:
Exhibit No. |
|
Description |
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2 |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema |
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase |
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase |
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase |
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase |
Exhibit 31.1
CERTIFICATIONS
I, Hunter C. Gary, President and Chief Executive
Officer of Cadus Corporation, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cadus Corporation; |
| 2. | Based on my knowledge, this 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 registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’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 |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize
and report financial data information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
Date: August 14, 2015
|
/s/ Hunter C. Gary |
|
Hunter C. Gary |
|
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, David Blitz, Treasurer and Secretary of
Cadus Corporation, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Cadus Corporation; |
| 2. | Based on my knowledge, this 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 registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’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 |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize
and report financial data information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
Date: August 14, 2015
|
/s/ David Blitz |
|
|
David Blitz |
|
Treasurer and Secretary |
|
(Chief Financial Officer) |
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
Cadus Corporation (the "Company") on Form 10-Q for the six months ended June 30, 2015 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Hunter Gray, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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. |
A signed original of this written statement
required by Section 906 has been provided to Cadus Corporation and will be retained by Cadus Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.
/s/ Hunter C Gary |
|
Hunter C. Gary |
|
President and Chief Executive Officer |
|
Date: August 14, 2015 |
|
The foregoing certification is furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
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
Cadus Corporation (the "Company") on Form 10-Q for the six months ended June 30, 2015 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, David Blitz, Secretary and Treasurer (Chief Financial Officer)
of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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. |
A signed original of this written statement
required by Section 906 has been provided to Cadus Corporation and will be retained by Cadus Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.
/s/ David Blitz |
|
David Blitz |
|
Secretary and Treasurer (Chief Financial Officer) |
|
Date: August 14, 2015 |
|
The foregoing certification is furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate disclosure document.