UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: September 30,
2020
OR
☐ 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 001-08589
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FCCC, INC.
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(Exact Name of
Registrant as Specified in Its Charter)
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Connecticut
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06-0759497
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(State or other
jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1650 West
106th Street
Carmel,
Indiana
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46032
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(Address of principal
executive offices)
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(Zip Code)
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(317)
441-4563
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(Registrant’s telephone
number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
None
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☒ No ☐
As of November 12, 2020, the registrant had 3,461,022 shares of
common stock issued and outstanding.
FCCC, INC. FORM 10-Q
Index
SPECIAL NOTE REGARDING FORWARD-LOOKING
INFORMATION
This quarterly report on Form 10-Q and other publicly available
documents, including the documents incorporated herein by
reference, contain, and our officers and representatives may from
time to time make, “forward-looking” statements within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: “anticipate,” “believe,” “expect,”
“future,” “likely,” “may,” “plan,” “seek,” “will” and similar
references to future periods actions or results. Examples of
forward-looking statements include our prospects for one or more
future material transactions, potential sources of financing, and
expenses for future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements.
Any forward-looking statement made by us in this quarterly report
on Form 10-Q is based only on information currently available to us
and speaks only as of the date on which it is made. We undertake no
obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise.
Factors that could cause or contribute to such differences may
include, but are not limited to, those described under the heading
“Risk Factors” which may be included in the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2020
as filed with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. The
Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may
subsequently arise. Readers are urged to carefully review and
consider the various disclosures made by the Company in this report
and in the Company’s other reports filed with the Commission that
advise interested parties of the risks and factors that may affect
the Company’s business.
PART I.
FINANCIAL INFORMATION
Item
1. Condensed Financial Statements.
FCCC, INC.
CONDENSED
BALANCE SHEETS
(Dollars in thousands, except share data)
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September 30,
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March 31,
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2020
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2020
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(Unaudited)
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ASSETS
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Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents
|
|
$ |
84 |
|
|
$ |
63 |
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|
Prepaid expense
|
|
|
10 |
|
|
|
4 |
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|
Total current assets
|
|
|
94 |
|
|
|
67 |
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|
TOTAL ASSETS
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$ |
94 |
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS’
EQUITY
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|
|
|
|
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Current liabilities:
|
|
|
|
|
|
|
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Accounts payable and other
accrued expenses
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$ |
2 |
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|
$ |
6 |
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|
Other liabilities:
|
|
|
|
|
|
|
|
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Convertible note payable
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|
65 |
|
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|
- |
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TOTAL LIABILITIES
|
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|
67 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
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Stockholders’ equity:
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|
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|
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Common stock, no par value,
22,000,000 shares authorized, 3,461,022 issued and outstanding at
September 30, 2020 and at March 31, 2020
|
|
|
800 |
|
|
|
800 |
|
|
Additional paid-in capital
|
|
|
8,396 |
|
|
|
8,396 |
|
|
Accumulated deficit
|
|
|
(9,169 |
) |
|
|
(9,135 |
) |
|
Total stockholders’ equity
|
|
|
27 |
|
|
|
61 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
$ |
94 |
|
|
$ |
67 |
|
See notes to condensed financial statements
FCCC, INC.
CONDENSED
STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share
data)
|
|
|
Three Months
Ended
September
30,
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|
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2020
|
|
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2019
|
|
|
|
|
|
|
|
|
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Income:
|
|
|
|
|
|
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Interest income
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$ |
-- |
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|
$ |
-- |
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
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|
-- |
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|
|
-- |
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|
|
|
|
|
|
|
|
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Expenses:
|
|
|
|
|
|
|
|
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Operating and administrative
expenses
|
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13 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
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|
Total expenses
|
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|
13 |
|
|
|
10 |
|
|
|
|
|
|
|
|
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Loss before income taxes
|
|
|
(13 |
) |
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(10 |
) |
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Income tax expense
|
|
|
--- |
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|
|
--- |
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|
|
|
|
|
|
|
|
|
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Net Loss
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|
$ |
(13 |
) |
|
$ |
(10 |
) |
|
|
|
|
|
|
|
|
|
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Basic and diluted loss per share
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$ |
(0.004 |
) |
|
$ |
(0.003 |
) |
|
|
|
|
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|
|
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|
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|
Weighted average common shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic
|
|
|
3,461,022 |
|
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|
3,461,022 |
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|
Diluted
|
|
|
3,491,740 |
|
|
|
3,461,022 |
|
See notes to condensed financial statements
FCCC, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Dollars in thousands, except share and per share
data)
|
|
|
Six Months
Ended
September
30,
|
|
|
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2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Income:
|
|
|
|
|
|
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Interest income
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$ |
-- |
|
|
$ |
-- |
|
|
|
|
|
|
|
|
|
|
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Total income
|
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|
-- |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
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Expenses:
|
|
|
|
|
|
|
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Professional expenses
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|
34 |
|
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|
26 |
|
|
|
|
|
|
|
|
|
|
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Total expenses
|
|
|
34 |
|
|
|
26 |
|
|
|
|
|
|
|
|
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|
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Loss before income taxes
|
|
|
(34 |
) |
|
|
(26 |
) |
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Income tax expense
|
|
|
-- |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
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|
Net Loss
|
|
$ |
(34 |
) |
|
$ |
(26 |
) |
|
|
|
|
|
|
|
|
|
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|
Basic and diluted loss per share
|
|
$ |
(0.010 |
) |
|
$ |
(0.008 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3,461,022 |
|
|
|
3,461,022 |
|
|
Diluted
|
|
|
3,468,765 |
|
|
|
3,461,022 |
|
See notes to condensed financial statements
FCCC, INC.
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
|
|
|
Six Months
Ended
September
30,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Cash Flows from Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net loss
|
|
$ |
(34 |
) |
|
$ |
(26 |
) |
|
Adjustments to reconcile net loss to cash
used in operating activities
|
|
|
|
|
|
|
|
|
|
Changes in assets and
liabilities
|
|
|
|
|
|
|
|
|
|
Increase in prepaid expenses
|
|
|
(6 |
) |
|
|
(7 |
) |
|
Decrease in accounts payable and
accrued expenses
|
|
|
(4 |
) |
|
|
(5 |
) |
|
Net cash used in operating
activities
|
|
|
(44 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from convertible note
payable
|
|
|
65 |
|
|
|
- |
|
|
Net increase (decrease) in cash
|
|
|
21 |
|
|
|
(38 |
) |
|
Cash at the beginning of the period
|
|
|
63 |
|
|
|
120 |
|
|
Cash at the end of the period
|
|
$ |
84 |
|
|
$ |
82 |
|
See notes to condensed financial statements
FCCC, INC.
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(DEFICIT)
(UNAUDITED)
(Dollars in thousands)
|
|
|
Common
Stock
|
|
|
Additional
Paid-In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders’ Equity (Deficit)
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
Balance as of April 1, 2020
|
|
|
3,461,022 |
|
|
$ |
800 |
|
|
$ |
8,396 |
|
|
$ |
(9,135 |
) |
|
$ |
61 |
|
|
Net loss
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(21 |
) |
|
|
(21 |
) |
|
Balance as of June 30, 2020
|
|
|
3,461,022 |
|
|
$ |
800 |
|
|
|
8,396 |
|
|
|
(9,156 |
) |
|
|
40 |
|
|
Net loss
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(13 |
) |
|
|
(13 |
) |
|
Balance as of September 30, 2020
|
|
|
3,461,022 |
|
|
$ |
800 |
|
|
$ |
8,396 |
|
|
$ |
(9,169 |
) |
|
$ |
27 |
|
See notes to condensed financial statements
FCCC, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2020
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of FCCC,
Inc. (the “Company”), have been prepared in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and with the
instructions to Form 10-Q and Regulation S-X, promulgated by the
Securities and Exchange Commission. Accordingly, they do not
include all of the information and notes required by GAAP for
complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair representation
have been included herein. Operating results are not necessarily
indicative of the results which may be expected for the year ending
March 31, 2021 or other future periods. For further information,
refer to the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2020.
NOTE 2 – RELATED PARTY TRANSACTIONS
Frederick L. Farrar, the Company’s Chief Executive Officer, Chief
Financial Officer and a member of its board of directors, is the
lender under an unsecured convertible promissory note payable by
the
Company. See Note 4 – Indebtedness.
NOTE 3 – EARNINGS PER SHARE
The Company follows FASB ASC 260, Earnings Per Share.
Basic earnings per share (“EPS”) is based on the weighted average
number of common shares outstanding for the period, excluding the
effects of any potentially dilutive securities. Diluted EPS
reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted.
Net income (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding
during the period.
Basic and diluted loss per common share was calculated using the
following number of shares for the three and six months ended
September 30, 2020 and 2019:
|
Three Months Ended September
30:
|
|
2020
|
|
|
2019
|
|
|
Weighted average number of common shares
outstanding - Basic
|
|
|
3,461,022 |
|
|
|
3,461,022 |
|
|
Weighted average number of common shares
outstanding - Diluted
|
|
|
3,491,740 |
|
|
|
3,461,022 |
|
|
Six Months Ended September
30:
|
|
2020
|
|
|
2019
|
|
|
Weighted average number of common shares
outstanding - Basic
|
|
|
3,461,022 |
|
|
|
3,461,022 |
|
|
Weighted average number of common shares
outstanding - Diluted
|
|
|
3,468,765 |
|
|
|
3,461,022 |
|
NOTE 4 – INDEBTEDNESS
On September 21, 2020, the Company entered into a Note Purchase
Agreement, pursuant to which the Company issued and sold to Mr.
Farrar a Convertible Promissory Note in the principal amount of
$65,000 (the “Note”) in exchange for a loan of the same amount. The
Note accrues interest at 5.0% per annum and is scheduled to mature
and become payable on October 31, 2022. The Company’s payment
obligations under the Note are unsecured and the Company can prepay
the amount due in whole or in part at any time without penalty or
premium. The holder of the Note has the option, on or prior to
maturity, to convert all (but not less than all) of the amount due
under the Note to into shares of the Company’s common stock at a
conversion price of $0.23 per share. The Company intends to use the
proceeds from the issuance of the Note for general corporate
purposes. As of September 30, 2020, the principal and interest due
under the Note totaled $65,081.
Item
2. Management’s Discussion and Analysis of Financial Conditions and
Results of Operations.
FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements
regarding the Company, its business prospects and its results of
operations that are subject to certain risks and uncertainties
posed by many factors and events that could cause the Company’s
actual business, prospects and results of operations to differ
materially from those that may be anticipated by such
forward-looking statements. The risks and uncertainties may be
summarized in other documents that the Company may file with the
Securities Exchange Commission, such as our Annual Report on Form
10-K for the year ended March 31, 2020. These forward-looking
statements reflect our view only as of the date of this report. The
Company cannot guarantee future results, levels of activity,
performance, or achievement. The Company does not undertake any
obligation to update or correct any forward-looking statements.
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The Company has limited operations and is actively seeking a
merger, reverse merger, acquisition or business combination
opportunities with an operating business or other financial
transaction opportunities. Until a transaction is effectuated, the
Company does not expect to have significant operations.
Accordingly, during this period the Company does not expect to
achieve sufficient income to offset the Company’s operating
expenses, resulting in operating losses that may require the
Company to use and thereby reduce the Company’s limited cash
balance. The Company’s prepaid expenses during the six-months ended
September 30, 2020 increased by $6,000. This increase was due to
the payment of the OTCQB annual fee in the quarter ended June 30,
2020. Until the Company completes a merger, reverse merger or other
financial transaction, and unless interest rates increase
dramatically, the Company expects to continue to incur losses
between $12,000 to $15,000 per quarter. The Company does not have
any arrangements with banks or financial institutions with respect
to the availability of financing in the future.
The payment of any cash distributions is subject to the discretion
of our board of directors. At this time, the Company has no plans
to pay any additional cash distributions in the foreseeable
future.
CURRENT BUSINESS
Since June 2003, the Company’s operations consist of a search for a
merger, acquisition, reverse merger or a business transaction
opportunity with an operating business or other financial
transaction; however, there can be no assurance that this plan will
be successfully implemented. Until a transaction is effectuated,
the Company does not expect to have significant operations. At this
time, the Company has no arrangements or understandings with
respect to any potential merger, acquisition, reverse merger or
business combination candidate pursuant to which the Company may
become an operating company.
Opportunities may come to the Company’s attention from various
sources, including our management, our stockholders, professional
advisors, securities broker dealers, venture capitalists and
private equity funds, members of the financial community and others
who may present unsolicited proposals. At this time, the Company
has no plans, understandings, agreements, or commitments with any
individual or entity to act as a finder in regard to any business
opportunities. While it is not currently anticipated that the
Company will engage unaffiliated professional firms specializing in
business acquisitions, reorganizations or other such transactions,
such firms may be retained if such arrangements are deemed to be in
the best interest of the Company. Compensation to a finder or
business acquisition firm may take various forms, including
one-time cash payments, payments involving issuance of securities
(including those of the Company), or any combination of these or
other compensation arrangements. Consequently, the Company is
currently unable to predict the cost of utilizing such
services.
The Company has not restricted its search to any particular
business, industry, or geographical location. In evaluating a
potential transaction, the Company analyzes all available factors
and make a determination based on a composite of available facts,
without reliance on any single factor.
It is not possible at this time to predict the nature of a
transaction in which the Company may participate. Specific business
opportunities would be reviewed as well as the respective needs and
desires of the Company and the legal structure or method deemed by
management to be suitable would be selected. In implementing a
structure for a particular transaction, the Company may become a
party to a merger, consolidation, reorganization, tender offer,
joint venture, license, purchase and sale of assets, or purchase
and sale of stock, or other arrangement the exact nature of which
cannot now be predicted. Additionally, the Company may act directly
or indirectly through an interest in a partnership, corporation or
other form of organization. Implementing such structure may require
the merger, consolidation or reorganization of the Company with
other business organizations and there is no assurance that the
Company would be the surviving entity. In addition, our present
management and stockholders may not have control of a majority of
the voting shares of the Company following reorganization or other
financial transaction. As part of such a transaction, some or all
of the Company’s existing directors may resign and new directors
may be appointed. The Company’s operations following the
consummation of a transaction will be dependent on the nature of
the transaction. There may also be various risks inherent in the
transaction, the nature and magnitude of which cannot be
predicted.
The Company may also be subject to increased governmental
regulation following a transaction; however, it is not possible at
this time to predict the nature or magnitude of such increased
regulation, if any.
The Company expects to continue to incur moderate losses each
quarter until a transaction considered appropriate by management is
effectuated.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the quarter ended September 30, 2020, the Company had a loss
from operations of $13,000. The loss is attributable to the
operational, administrative, auditing, tax return preparation and
legal expenses incurred during the quarter. During the quarter
ended September 30, 2019, the loss from operations was $10,000. No
taxes were paid in the quarters ended September 30, 2020 or
2019.
During the six months ended September 30, 2020, the Company had a
loss from operations of $34,000. The loss is attributable to the
operational, administrative, auditing, tax return preparation and
legal expenses incurred during the six-month period. During the six
months ended September 30, 2019, the loss from operations was
$26,000. Taxes paid in the six months ended September 30, 2020 and
2019 were $0 in both six-month periods.
LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of September 30, 2020, was $27,000,
compared to $61,000 at March 31, 2020. The decrease is attributable
to the net loss incurred during the six months ended September 30,
2020.
Net cash used in operating activities was $44,000 during the six
months ended September 30, 2020, compared to net cash used in
operating activities of $38,000 in the six months ended September
30, 2019. The net cash from financing activities during the six
months ended September 30, 2020 was a result of the proceeds from
the sale of the Note (discussed further below).
Cash on hand at September 30, 2020 was $84,000, compared to $82,000
at March 31, 2020. The increase in cash on hand was primarily the
net result of the proceeds from the Note, offset by expenses
incurred during the first six months of the fiscal year.
Convertible Promissory Note
On September 21, 2020, the Company entered into a Note Purchase
Agreement with Frederick L. Farrar, its Chief Executive Officer,
Chief Financial Officer and a member of its board of directors,
pursuant to which the Company issued and sold to Mr. Farrar a
Convertible Promissory Note in the principal amount of $65,000 (the
“Note”) in exchange for a loan of the same amount. The Note accrues
interest at 5.0% per annum and is scheduled to mature and become
payable on October 31, 2022. The Company’s payment obligations
under the Note are unsecured and the Company can prepay the amount
due in whole or in part at any time without penalty or premium. The
holder of the Note has the option, on or prior to maturity, to
convert all (but not less than all) of the amount due under the
Note to into shares of the Company’s common stock at a conversion
price of $0.23 per share. The Company intends to use the proceeds
from the issuance of the Note for general corporate purposes.
The Company has no material off-balance sheet arrangements. There
has been no material change in any contractual obligation as
reported in the Company’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2020.
Item
3. Quantitative and Qualitative Disclosures about Market
Risk.
Smaller reporting companies are not required to provide the
information required under this Item.
Item
4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on
Form 10-Q, the Company’s management has evaluated, under the
supervision and with the participation of the Company’s Chief
Executive Officer and Chief Financial Officer (who are the same
individual), the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934). Disclosure controls and
procedures are designed to ensure that information required to be
disclosed in the Company’s reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that such information is
accumulated and communicated to the Company’s management, including
the Company’s Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure. Based on
this evaluation, the Company’s Chief Executive Officer and Chief
Financial Officer concluded that the Company’s disclosure controls
and procedures were effective as of September 30, 2020.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over
financial reporting during the quarter ended September 30, 2020
that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting. Management does not believe that there are significant
deficiencies in the design or operation of the Company’s internal
controls that could adversely affect the Company’s ability to
record, process, summarize and report financial data.
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings.
The Company is not currently subject to any material legal
proceedings. From time to time, the Company may be named as a
defendant in legal actions or otherwise be subject to claims
arising from the Company’s normal business activities. Any such
actions, even those that lack merit, could result in the
expenditure of significant financial and managerial resources.
Item 1A.
Risk Factors.
Smaller reporting companies are not required to provide the
information required under this Item.
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
On September 21, 2020, we issued the Note to Mr. Farrar in exchange
for gross proceeds of $65,000. The holder of the Note has the
option, on or prior to maturity, to convert all (but not less than
all) of the amount due under the Note to into shares of the
Company’s common stock at a conversion price of $0.23 per share.
The Company intends to use the proceeds from the issuance of the
Note for general corporate purposes. The Note was issued in
reliance on an exemption from registration set forth in Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) to a single “accredited investor” as that term is are defined
in Rule 501 of Regulation D of the SEC, without the use of any
general solicitation or advertising to market or otherwise offer
securities for sale.
Neither the Note nor the shares of common stock issuable upon
conversion of the Note, if any, have been registered under the
Securities Act, or applicable state securities laws and none may be
offered or sold in the United States absent registration under the
Securities Act or an exemption from such registration requirements.
Neither this quarterly report on Form 10-Q nor any exhibit attached
hereto shall constitute an offer to sell or the solicitation of an
offer to buy the Note, the shares issuable under the Note, or any
other securities of the Company.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4. Mine
Safety Disclosures.
Not Applicable.
Item 5.
Other Information.
None.
Item 6.
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Composite Amended and Restated Certificate of Incorporation, as
amended through January 23, 2004 (incorporated by reference to
Exhibit 3.1 to Annual Report on Form 10-K for year ended
March 31, 2015)
|
|
3.2
|
|
Composite Amended and Restated By-Laws, as amended through
November 27, 2007 (incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-K for year ended March 31,
2015)
|
|
10.1
|
|
Note Purchase Agreement, by and between FCCC, Inc. and Frederick
Farrar, dated September 21, 2020 (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed September 23,
2020)
|
|
10.2
|
|
Convertible Promissory Note of FCCC, Inc. in favor of Frederick
Farrar, dated September 21, 2020 (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K filed September 23,
2020)
|
|
31.1
|
|
Certification of
Principal Executive Officer and Principal Financial Officer
pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934, as amended
|
|
32.1
|
|
Certification of
Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
101
|
|
XBRL Data Files
|
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
| |
FCCC, INC.
|
|
| |
|
|
|
| Date: November 16, 2020 |
By: |
/s/ Frederick
Farrar |
|
|
|
|
Frederick Farrar |
|
| |
|
Chief Executive Officer and Chief Financial Officer
(principal executive and financial officer) |
|
