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Avax Technologies Inc – ‘8-K/A’ for 9/8/00

On: Tuesday, 11/7/00, at 10:58am ET · For: 9/8/00 · Accession #: 912057-0-47541 · File #: 0-29222

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/07/00  Avax Technologies Inc             8-K/A:7     9/08/00    3:82K                                    Merrill Corp/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           29     92K 
 2: EX-10.3     Material Contract                                     16     69K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K

8-K/A — Amendment to Current Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements and Exhibits Notes to Consolidated Financial Statements Report of Independent Auditors
1	1st Page - Filing Submission
2	Item 7. Financial Statements and Exhibits
7	Report of Independent Auditors
12	Notes to Consolidated Financial Statements

8-K/A 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -----------------------

 AMENDMENT NO. 1

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

SEPTEMBER 8, 2000 (AUGUST 24, 2000)     
Date of Report (Date of earliest event reported)      

 AVAX TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

    DELAWARE                   000-29222                13-3575874
(State or other jurisdiction   (Commission File Number)      (IRS Employer      
       of incorporation)                                  Identification Number)

 4520 MAIN STREET, SUITE 930
 KANSAS CITY, MO 64111
(Address of principal executive offices)

(816) 960-1333
(Registrant's telephone number, including area code)

8-K/A 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

          (a) AND (b)   FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL STATEMENTS.

          On August 24, 2000, the Company completed its acquisition of GPH, S.A.
("Holdings") and Genopoietic S.A. ("Genopoietic") each a French societe anonyme 
based in Paris, France. As previously announced, under the terms of the Stock   
Contribution Agreement dated as of July 17, 2000, as amended by that certain    
Agreement dated as of August 24, 2000 (the "Tax Agreement") (the "Contribution  
Agreement"), 100% of the outstanding shares of both Holdings, which is the      
majority shareholder of Genopoietic, and Genopoietic have been contributed to   
the Company by the shareholders of those two entities in exchange for an        
aggregate of 800,000 shares of the Company's common stock. Of the 800,000       
shares, an aggregate of 659,756 shares issued to Professors David R. Klatzmann  
and Jean-Loup Salzmann, who were the two primary shareholders of Holdings, have 
been placed in escrow in large part to secure their indemnification obligations 
under the Contribution Agreement. Each of Professors Klatzmann and Salzmann also
received $2,500.                                                                

       Professors Klatzmann and Salzmann have signed consulting agreements
with AVAX International Services, Inc, an affiliate of the Company, to advance  
the interests of both the Company and Genopoietic. Pursuant to the Rights       
Agreements dated as of August 24, 2000 between the Company and each of          
Professors Klatzmann and Salzmann, Professors Klatzmann and Salzmann also each  
have the right to acquire up to an additional 1,100,000 shares of the Company's 
common stock, upon the successful and timely achievement of development and     
commercialization milestones by Genopoietic.                                    

        The following financial statements for the acquired business are filed
with this Amendment:                                                            

1.        Consolidated Financial Statements of GPH, S.A for the years ended     
    December 31, 1999 and 1998, With Report of Independent Auditors.
2.        Unaudited Consolidated Financial Statements of GPH, S.A. for the      
Six-Month Period ended June 30, 2000 and 1999.              
3.        Unaudited Pro Forma Combined Balance Sheet at June 30, 2000 for AVAX  
Technologies, Inc. and GPH, S.A.                            
4.        Notes to the Unaudited Pro Forma Combined Balance Sheet.              
5.        Unaudited Pro Forma Combined Statements of Operations for the Six     
        Months Ended June 30, 2000 for AVAX Technologies, Inc. and GPH, S.A.
6.        Unaudited Pro Forma Combined Statements of Operations for the year    
     ended December 31, 1999 for AVAX Technologies, Inc. and GPH, S.A.
7.        Notes to Unaudited Pro Forma Combined Statements of Operations.       

(c)  EXHIBITS.                                              

         10.3 Rights Agreement dated as of August 24, 2000 between the Company
          and Professor David R. Klatzmann (an identical agreement was
      entered into between the Company and Professor Jean-Loup
Salzmann).                                        

23.1      Consent of  Ernst & Young Audit.                                      

1 

8-K/A 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd
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 hereunto duly authorized.                                           

                                               AVAX TECHNOLOGIES, INC.

Date:  November 6, 2000                                                         

                                      By: /s/ David L. Tousley
                                                 -----------------------------
                                       Name:    David L. Tousley
                                              Title:   Chief Financial Officer

2 

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 EXHIBIT INDEX

                                                                [Download Table]


EXHIBIT NUMBER      DESCRIPTION                                            
--------------      -----------                                            
                                                                           
   10.3             Klatzmann Rights Agreement dated as of August 24, 2000.

   23.1             Consent of  Ernst & Young Audit.                       

3 

8-K/A 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th
 CONSOLIDATED FINANCIAL STATEMENTS

 G.P.H. S.A.

YEARS ENDED DECEMBER 31, 1999 AND 1998
 WITH REPORT OF INDEPENDENT AUDITORS

8-K/A 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th
 G.P.H., S.A..
 Consolidated Financial Statements

Years ended December 31, 1999 and 1998                                          

                                                        [Enlarge/Download Table]

                                    CONTENTS                                                              

                                                                                                          
Report of Independent Auditors...........................................................................1

Consolidated Financial Statements                                                                         

Consolidated Balance Sheets as of December 31, 1999 and 1998.............................................2
Consolidated Statements of Operations for the years ended December 31, 1999 and 1998.....................3
Consolidated Statements of Cash Flows for the years ended December 31, 1999 and 1998.....................4
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended                             
   December 31, 1999 and 1998............................................................................5
Notes to Consolidated Financial Statements...............................................................6

8-K/A 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
Report of Independent Auditors

The Board of Directors and Stockholders                                         
G.P.H. S.A. and its subsidiary                                                  

We have audited the accompanying consolidated balance sheet of G.P.H. S.A. and  
its subsidiary as of December 31, 1999 and 1998, and the related consolidated   
statements of operations, stockholders' equity and cash flows for the years     
ended December 31, 1999 and 1998. These financial statements are the            
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards required that we plan and perform the     
audit to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the financial statements. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of G.P.H. S.A. and   
its subsidiary at December 31, 1999 and 1998 and the consolidated results of    
their operations and their cash flows for the years ended December 31, 1999 and 
1998 in conformity with accounting principles generally accepted in the United  
States.                                                                         

                                                         /s/ Ernst & Young Audit

Paris, France                                                                   
September 13, 2000                                                              

1 

8-K/A 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th
G.P.H. S.A. and its Subsidiary
 Consolidated Balance Sheets
 (Amounts in thousands of French francs except as otherwise specified)

                                                        [Enlarge/Download Table]


                                                                                         DECEMBER 31,        

                                                                                    1999            1998     
                                                                                                             
ASSETS                                                                                                       
Current assets:                                                                                              
   Cash and cash equivalents                                                      1,871            1,610     
   Accounts receivable, less allowance for doubtful accounts of FF0                 632              685     
   Prepaid expenses and other current assets                                      2,955            2,811     
                                                                           ----------------------------------
Total current assets                                                              5,458            5,106     

Property and equipment, at cost                                                                              
   Computer and other equipment                                                   2,073            1,431     
   Furniture and fixtures                                                           385              278     
                                                                           ----------------------------------
                                                                                  2,458            1,709     
   Less accumulated depreciation                                                (1,325)            (948)     
                                                                           ----------------------------------
Property and equipment, net                                                       1,133              761     
Investments, loans and deposits, less accumulated amortization of FF85 in            17               52     
1999 and FF50 in 1998                                                                                        
Research & Development tax credit receivable                                      1,955            1,338     
                                                                           ----------------------------------
Total assets                                                                      8,563            7,257     
                                                                           ==================================

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                         
Current liabilities:                                                                                         
   Accounts payable and accrued liabilities                                       5,615            3,426     
   Accrued payroll and related expenses                                             481              393     
   VAT payable                                                                      694              377     
                                                                           ----------------------------------
Total current liabilities                                                         6,790            4,196     

ANVAR long term debt                                                              1,800            1,303     

Minority interest                                                                     -              109     
Stockholders' equity:                                                                                        
  Common stock (100 shares, par value at FF 2,500)                                  250              250     
  Additional paid-in capital                                                     10,575           10,575     
  Retained earnings (deficit)                                                  (10,852)          (9,176)     
                                                                           ----------------------------------
Total stockholders' equity                                                         (27)            1,649     
                                                                           ----------------------------------
Total liabilities and stockholders' equity                                        8,563            7,257     
                                                                           ==================================

SEE ACCOMPANYING NOTES.                                                         

2 

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G.P.H. S.A. and its Subsidiary

 Consolidated Statements of Operations
 (Amounts in thousands of French francs except as otherwise specified)

                                                        [Enlarge/Download Table]


                                                         YEAR ENDED DECEMBER 31,     

                                                            1999              1998   
                                                -------------------------------------
                                                                                     
Revenues from contract manufacturing                        2,921              925   
Research and development revenues                           3,000            4,000   
                                                -------------------------------------
                                                            5,921            4,925   
Costs and expenses:                                                                  
   Cost of contract manufacturing                           2,574            1,356   
   Research and development                                 4,830            3,805   
   Selling and marketing                                      655              632   
   General and administrative                               1,728            1,425   
                                                -------------------------------------
                                                            9,787            7,218   

Operating loss                                             (3,866)          (2,293)  

Other income (expense):                                                              
   Other income                                               506              543   
   Interest expense                                          (47)             (69)   
                                                -------------------------------------
Loss before income taxes and minority                      (3,407)          (1,819)  
   interest in loss of consolidated subsidiary                                       

   Minority interest in loss of consolidated                  109              172   
   subsidiary                                                                        

                                                -------------------------------------
                                                          (3,298)          (1,647)   

   Income tax benefit                                       1,622              132   
                                                -------------------------------------
Net loss                                                   (1,676)          (1,515)  
                                                =====================================

SEE ACCOMPANYING NOTES.                                                         

3 

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G.P.H. S.A. and its Subsidiary

 Consolidated Statements of Cash Flows
 (Amounts in thousands of French francs except as otherwise specified)

                                                        [Enlarge/Download Table]


                                                                         YEAR ENDED DECEMBER 31,      

                                                                       1999              1998         
                                                                  ------------------------------------
                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES                                                                  
Net loss                                                             (1,676)           (1,515)        
Adjustments to reconcile net loss to net cash provided by (used                                       
   in) operating activities:                                                                          
     Depreciation and amortization                                       366               398        
     Minority interest in net loss                                     (109)             (172)        
     Gain from sale of interest in consolidated subsidiary             (117)                 -        
     Unrealized gain on short term investments                          (17)              (29)        
Changes in operating assets and liabilities:                                                          
       Accounts receivable                                                53             1,038        
       Prepaid expenses and other current assets                       (713)              (69)        
       Accounts payable and accrued liabilities                        2,186                56        
       Accrued payroll and related expenses                               88              (69)        
       VAT payable                                                       317              (91)        
                                                                  ------------------------------------
Net cash provided by (used in) operating activities                      378             (453)        
                                                                  ------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                  
Purchases of property, plant and equipment                             (748)             (407)        
                                                                  ------------------------------------
Net cash used in investing activities                                  (748)             (407)        
                                                                  ------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                                  
Proceeds of Anvar debt                                                  500               700         
Proceeds received from sale of interest in consolidated                 131                 -         
   subsidiary                                                                                         
Proceeds received from called up capital                                  -               150         
                                                                 ------------------------------------ 
Net cash provided by financing activities                               631               850         
                                                                 ------------------------------------ 
Net increase (decrease) in cash and cash equivalents                    261              (10)         
Cash and cash equivalents at beginning of year                        1,610             1,620         
                                                                 ------------------------------------ 
Cash and cash equivalents at end of year                              1,871             1,610         
                                                                 ==================================== 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                      

Interest paid                                                            11                13         
                                                                 ==================================== 

                                   SEE ACCOMPANYING NOTES.

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G.P.H. S.A. AND ITS SUBSIDIARY

 Consolidated Statements of Shareholders' Equity
 (Amounts in thousands of French francs except as otherwise specified)

                                                        [Enlarge/Download Table]


                                                   ADDITIONAL                          TOTAL      
                                                    PAID-IN     PROFIT/(DEFICIT)    STOCKHOLDERS' 
                                 COMMON STOCK       CAPITAL      ACCUMULATED         EQUITY       
                              -------------------                                                 
                               SHARES   AMOUNT                                                    
                              --------------------------------------------------------------------
                                                                                                  
Balance at December 31, 1997    100       250       10,575         (7,661)            3,164       

   Net loss                                -           -           (1,515)           (1,515)      

                              --------------------------------------------------------------------
Balance at December 31, 1998    100       250       10,575         (9,176)            1,649       

   Net loss                                -           -           (1,676)           (1,676)      

                              --------------------------------------------------------------------
Balance at December 31, 1999    100       250       10,575         (10,852)            (27)       
                              ====================================================================

5 

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Notes to Consolidated Financial Statements

December 31, 1999 and 1998

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                  

DESCRIPTION OF BUSINESS                                                         

G.P.H. S.A. (the "Company") is incorporated as a societe anonyme or limited     
liability corporation under the laws of the Republic of France. The Company was 
organized in 1993 to develop gene therapy applications and market gene therapy  
treatments for cancer.                                                          

The Company's business is subject to significant risks consistent with          
biotechnology companies that are developing products for human therapeutic use. 
These risks include, but are not limited to, uncertainties regarding research   
and development, access to capital, obtaining and enforcing patents, receiving  
regulatory approval, and competition with other biotechnology and pharmaceutical
companies. The Company plans to continue to finance its operations with a       
combination of equity and debt financing and, in the longer term, revenues from 
operations, if any. However, there can be no assurance that it will successfully
develop any product or, if it does, that the product will generate any or       
sufficient revenues.                                                            

PRINCIPLES OF CONSOLIDATION                                                     

The accompanying consolidated financial statements include the accounts of      
G.P.H. S.A. and its 88.6% and 89.8%owned and controlled subsidiary Genopoietic  
S.A. as of December 31, 1999 and 1998, respectively. All significant            
intercompany balances and transactions have been eliminated.                    

USE OF ESTIMATES                                                                

The preparation of consolidated financial statements in conformity with         
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities and  
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amounts of revenues and expenses during the period. 
Actual results could differ from those estimates.                               

REVENUE RECOGNITION                                                             

Research and development revenues are recognized upon installments scheduled in 
the contracts concluded by the Company. Revenues from contract manufacturing are
recognized upon shipment. Costs incurred under these contracts are considered   
costs in the period incurred, regardless of when the related revenue is         
recognized but generally correspond to when the revenue is recognized.          

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CASH EQUIVALENTS                                                                

For purposes of reporting cash flows, the Company considers all highly liquid   
financial instruments with a maturity of three months or less when purchased to 
be cash equivalents.                                                            

INVENTORIES                                                                     

The Company uses the FIFO method for the valuation of its inventories. The      
Company's inventories include raw materials and supplies for an amount of FF    
323,000 and FF 295,000 as of December 31, 1999 and 1998, respectively.          
Inventories are included in prepaids and other current assets in the balance    
sheet. Provision is made for obsolete and slow-moving inventories. The provision
was FF 46,000 in 1998. No provision was booked in 1999.                         

PROPERTY AND EQUIPMENT                                                          

Property and equipment are stated at cost. Depreciation is computed using the   
straight-line method over the estimated useful lives which range from three to  
seven years.                                                                    

RESEARCH AND DEVELOPMENT COSTS AND RELATED TAX CREDIT                           

Research and development costs, including payments related to patents rights and
license agreements, are expensed when incurred. Such expenses form the basis for
a tax credit in France which is recorded as a current tax benefit in the period 
in which the qualifying expenses are incurred and the credit claimed. The credit
is recoverable in cash, if not used to offset taxes payable in the fourth year  
following its generation. The tax credit totaled FF 2,983,000 and FF 2,719,000  
at December 31, 1999 and December 31,1998, respectively. Of the total amount    
receivable as of December 31, 1999 FF 1,028,000 is recoverable in 2000. Of the  
total amount receivable as of December 31, 1998 FF 1,381,000 was recovered in   
1999. Current portion of tax credit is recorded in prepaids and other current   
assets.                                                                         

INCOME TAXES                                                                    

The liability method is used in accounting for income taxes. Under this method, 
deferred tax assets and liabilities are determined based on differences between 
financial reporting and taxes bases of assets and liabilities and are measured  
using enacted tax rates and laws that will be in effect when differences are    
expected to reverse. A valuation allowance is recorded if it is more likely than
not that some portion or all of the deferred tax asset will not be realized.    

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FAIR VALUES OF FINANCIAL INSTRUMENTS                                            

Fair values of cash and cash equivalents, accounts receivable, accounts payable 
and accrued expenses approximate cost due to the short period of time to        
maturity. Fair values of long-term debt, which have been determined based on    
borrowing rates currently available to the Company for loans with similar terms 
of maturity, approximate the carrying amounts in the consolidated financial     
statements.                                                                     

2. ANVAR DEBT                                                                   

The Company receives financial support from a French governmental agency        
(Anvar). The grants which are subject to conditions specifying that             
non-compliance with such conditions could result in the forfeiture of all or a  
portion of the future amounts to be received, as well as the repayment of all or
a portion of amounts received to date, are accounted for as long term debt. The 
balance of FF 1,800,000 as at December 31, 1999, in case of commercialization of
the product, is reimbursable based on an annual royalty equal to 47% of the     
revenue related to the project. As such, the total amount of grant proceeds     
received is recorded as a liability in the accompanying consolidated balance    
sheets. In case of failure or partial success, the grant will not be            
reimbursable, except for an amount of FF 400,000 due by December 21, 2001.      

3. LICENSE AND RESEARCH AGREEMENTS                                              

In September 1994, the Company entered into an agreement with an university,    
Universite Pierre et Marie Curie (UPMC) for the exclusive license of certain    
patents and know-how in order to manufacture, use and sell the products, methods
and derivatives defined in the agreement. The Company made a one time payment of
FF 600,000 which represents a lump sum contribution to the expenses incurred by 
UPMC before January 1, 1994. The arrangement also includes the payment of yearly
royalties amounting to 7% of the net turnover until the grant obtained from     
ANVAR in respect of the patents concerned is reimbursed, and 3,5% of the net    
turnover after the achievement of the reimbursement. The royalties may not be   
inferior to FF 1,000,000 for the years following the year in which the first    
commercialization occurred. This minimum royalty is the counterpart of the      
exclusivity granted to the Company. During the period of the contract, the      
Company must reimburse the expenses incurred by UPMC for the taking out and     
maintenance of patents. The Company has never generated any revenue from this   
agreement and has therefore not paid any royalty to UPMC. As such, the lump sum 
payment as well as the expenses reimbursed to UPMC have been expensed.          

The Company has concluded at the same period a sub-licensing agreement with its 
subsidiary upon the prior approval of UPMC. This agreement has the same         
characteristics as the UPMC contract.                                           

The agreement will be terminated at the expiration of the last patent delivered 
and licensed (i.e. for French patents, 20 years after their taking out). In the 
case of no patent delivery, the agreement will be terminated no later than ten  
years after the last notice of patent refusal.                                  

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In January 1998, the Company entered into a research agreement with Rhone       
Poulenc Rorer. The object of this contract is to define the collaboration of    
research concerning the gene therapies HSV1-TK and GMCSF, and also to define the
terms and conditions of a co-exclusive sub-license of certain patents in various
countries. Rhone Poulenc's contribution to the expenses relating to the research
totaled FF 7,000,000. This agreement expired in 1999.                           

4. INCOME TAXES                                                                 

Significant components of the Company's deferred tax assets consist of the      
following :                                                                     

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------- 
In thousands of French francs                                           DECEMBER 31,  
                                                                     1999        1998 
------------------------------------------------------------------------------------- 
                                                                                      
Deferred tax assets :                                                                 

Net operating loss carry forwards                                   1,703         904 
Research and development costs capitalized and amortized for tax    4,350       3,624 
purposes                                                                              

Other                                                                   -         394 
Total deferred tax assets                                           6,053       4,922 
------------------------------------------------------------------------------------- 
Valuation allowance                                                (6,053)     (4,922)

------------------------------------------------------------------------------------- 
Net deferred tax                                                        -           - 
===================================================================================== 

As of December 31, 1999, the Company had French net operating loss carry        
forwards of approximately FF 4,258,000 of which FF 4,180,000 has no expiration  
date.                                                                           

5. COMMITMENTS                                                                  

The Company leases their Paris and Lyon office space under non-cancelable       
operating leases. Under the lease agreements, the Company may cancel the        
agreements without indemnity every three years or may renew the lease for a     
period up to nine years. Rent expense under these agreements was approximately  
FF 347,000 and FF 349,000 for the years ended December 31, 1999 and 1998,       
respectively.                                                                   

Future minimum lease payments under the non cancelable operating leases,        
assuming leases are terminated after the current three years period are as      
follows at December 31, 1999, in thousand French francs :                       

9 

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                                                                [Download Table]


    YEAR ENDING                        
    DECEMBER 31,          AMOUNT       
---------------------------------------
                                       
        2000               683         
        2001               917         
        2002               691         
        2003               345         
                    -------------------
       Total              2,636        
                    ===================

The above schedule includes the new lease signed on August 11, 2000 described in
the following footnote.                                                         

6. SUBSEQUENT EVENTS                                                            

The Company was bought by Avax Technologies, Inc. on August 23, 2000.           

The Company entered into a new lease agreement on August 11, 2000 under which   
the Company may cancel the agreement without indemnity every three years or may 
renew the lease for a period up to nine years. The annual rent amounts to FF    
690,600.                                                                        

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   CONSOLIDATED FINANCIAL STATEMENTS
 G.P.H. S.A.

  SIX MONTHS ENDED JUNE 30, 2000
AND 1999

(UNAUDITED) 

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 G.P.H., S.A..
 Consolidated Financial Statements
 (Unaudited)

 SIX MONTHS ENDED JUNE 30, 2000 AND 1999

CONTENTS

                                                        [Enlarge/Download Table]


CONSOLIDATED FINANCIAL STATEMENTS:                                                                         

                                                                                                           
     Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999...............................2 
     Consolidated Statements of Operations for the six months ended June 30, 2000 and 1999...............3 
     Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999...............4 
     Notes to Consolidated Financial Statements..........................................................5 

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 G. P. H. S.A.
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                 DECEMBER 31,           JUNE 30,       
                                                                    1999                  2000         
                                                            -------------------------------------------
                                                                                                       
ASSETS                                                                                                 
Current assets:                                                                                        
   Cash and cash equivalents                                  $        287,049      $        31,439    
   Accounts receivable                                                  96,961              272,761    
   Prepaid expenses and other current assets                           455,964              301,039    
                                                            -------------------------------------------
Total current assets                                                   839,974              605,239    
Property, plant and equipment at cost                                  377,106              422,240    
   Less accumulated depreciation                                       203,281              222,254    
                                                            -------------------------------------------
Net furniture and equipment                                            173,825              199,986    
Research and development tax credit receivable                         299,936              299,936    
                                                            -------------------------------------------
Total assets                                                $        1,313,735      $     1,105,161    
                                                            ===========================================

LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                  
Current liabilities:                                                                                   
   Accounts payable and accrued liabilities                 $        1,041,722      $       996,679    
                                                            -------------------------------------------
Total current liabilities                                            1,041,722              996,679    

Long-term debt payable                                                 276,156              276,156    

Stockholders' deficit:                                                                                 
   Common stock, Par value 2,500 French Francs ($414 USD):                                             
   Authorized, issued and outstanding shares - 100                      41,435               41,435    
   Additional paid-in capital                                        1,752,700            1,752,700    
   Foreign currency translation adjustment                                 953                2,077    
   Accumulated deficit                                              (1,799,231)          (1,963,886)   
                                                            -------------------------------------------
Total stockholders' deficit                                             (4,143)            (167,674)   
                                                            -------------------------------------------
Total liabilities and stockholders' deficit                 $        1,313,735      $     1,105,161    
                                                            ===========================================

SEE ACCOMPANYING NOTES                                                          

PAGE 2.                                                                         

8-K/A 20th Page of 29 TOC 1st Previous Next ↓Bottom Just 20th
 G. P. H. S.A.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                                                [Download Table]


                                            SIX MONTHS ENDED            
                                                JUNE 30,                
                                        1999                2000        
                                  ------------------ -------------------
                                                                        
Revenues:                                                               

     Contract service revenue     $        260,877   $        336,628   
     Research funding revenue              211,302            264,326   
                                  ------------------ -------------------
                                           472,179            600,954   
Costs and expenses:                                                     

  Cost of contract manufacturing           169,042            148,263   
  Research and development                 344,097            460,302   
  Marketing and selling                     29,257              8,343   
  General and administrative               121,905            153,092   
                                  ------------------ -------------------
Total costs and expesnse                   664,301            770,000   

                                  ------------------ -------------------
Total operating loss                      (192,122)          (169,046)  
Other income (expense):                                                 
   Interest income                           2,438              3,805   
   Minority interest in loss of                                         
     consolidated subsidiary                17,717                 --   
   Other, net                                    --               586   

                                  ------------------ -------------------

Total other income (expense)                20,155              4,391   
                                  ------------------ -------------------

Net loss                          $       (171,967)  $       (164,655)  
                                  ================== ===================

SEE ACCOMPANYING NOTES.                                                         

PAGE 3                                                                          

8-K/A 21st Page of 29 TOC 1st Previous Next ↓Bottom Just 21st
 G. P. H. S.A.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                              SIX MONTHS ENDING         
                                                                                  JUNE 30,              
                                                                          1999               2000       
                                                                     -----------------------------------
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                                                    

Net loss                                                                  $  (171,967)    $ (164,655)   
Adjustments to reconcile net loss to net cash provided by (used in)                                     
   operating activities:                                                                                
     Depreciation and amortization                                              4,270          18,973   
     Minority interest in net loss                                            (17,717)             -    
Changes in operating assets and liabilities:                                                            
       Accounts receivable                                                   (171,566)       (175,800)  
       Prepaid expenses and other current assets                              517,332         154,925   
       Accounts payable and accrued liabilities                              (154,350)        (45,043)  
                                                                     -----------------------------------
Net cash provided by (used in) operating activities                            6,002         (211,600)  
                                                                     -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                    

   Purchases of property, plant and equipment                                 (20,145)        (45,134)  
                                                                     -----------------------------------
Net cash used in investing activities                                         (20,145)        (45,134)  
                                                                     -----------------------------------

Effect of exchange rate changes on cash                                           223           1,124   

                                                                     -----------------------------------
Net decrease in cash and cash equivalents                                     (13,920)       (255,610)  
Cash and cash equivalents at beginning of period                              273,200         287,049   
                                                                     -----------------------------------
Cash and cash equivalents at end of period                                $   259,280     $    31,439   
                                                                     ===================================

SEE ACCOMPANYING NOTES.                                                         

PAGE 4                                                                          

8-K/A 22nd Page of 29 TOC 1st Previous Next ↓Bottom Just 22nd
Notes to Consolidated Financial Statements

 June 30, 2000

 (Unaudited)

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                  

DESCRIPTION OF BUSINESS                                                         

G.P.H. S.A. (the "Company") is incorporated as a societe anonyme or limited     
liability corporation under the laws of the Republic of France. The Company was 
organized in 1993 to develop gene therapy applications and market gene therapy  
treatments for cancer.                                                          

The Company's business is subject to significant risks consistent with          
biotechnology companies that are developing products for human therapeutic use. 
These risks include, but are not limited to, uncertainties regarding research   
and development, access to capital, obtaining and enforcing patents, receiving  
regulatory approval, and competition with other biotechnology and pharmaceutical
companies. The Company plans to continue to finance its operations with a       
combination of equity and debt financing and, in the longer term, revenues from 
operations, if any. However, there can be no assurance that it will successfully
develop any product or, if it does, that the product will generate any or       
sufficient revenues.                                                            

The Company was acquired by AVAX Technologies, Inc. on August 24, 2000.         

PRINCIPLES OF CONSOLIDATION                                                     

The accompanying consolidated financial statements include the accounts of      
G.P.H. S.A. and its 88.6% owned and controlled subsidiary Genopoietic S.A. as of
June 30, 2000 and December 31, 1999. All significant intercompany balances and  
transactions have been eliminated.                                              

FUNCTIONAL CURRENCY                                                             

The Company's functional currency is the French Franc. For purposes of          
presentation herein, the Company's financial statements have been translated    
into the reporting currency of AVAX, the U.S. dollar. The translation rates used
for assets and liabilities were end of period rates, while the statement of     
operations amounts were translated using a weighted average rate for the period.

PAGE 5                                                                          

8-K/A 23rd Page of 29 TOC 1st Previous Next ↓Bottom Just 23rd
 AVAX Technologies, Inc.
 Combined Pro-Forma Financial Statements
 (Unaudited)

CONTENTS

PRO FORMA FINANCIAL INFORMATION:                                                

1.  Unaudited Pro Forma Combined Balance Sheet at June 30, 2000 for AVAX        
Technologies, Inc. and G.P.H. S.A.                                      

2.  Notes to Unaudited Pro Forma Combined Balance Sheet.                        

3.  Unaudited Pro Forma Combined Statements of Operations for six months ended  
June 30, 2000 for AVAX Technologies, Inc. and G.P.H. S.A.               

4.  Unaudited Pro Forma Combined Statements of Operations for the year ended    
December 31, 1999 for AVAX Technologies, Inc. and G.P.H. S.A.           

5.  Notes to Unaudited Pro Forma Combined Statements of Operations.             

8-K/A 24th Page of 29 TOC 1st Previous Next ↓Bottom Just 24th
 AVAX Technologies, Inc.
 Pro Forma Combined Statements of Operations and Balance Sheet

On August 24, 2000, the Company completed its acquisition of GPH, S.A.
("Holdings") and Genopoietic S.A. ("Genopoietic"), each a French societe anonyme
based in Paris, France. In this transaction, 100% of the outstanding shares of  
both Holdings, which is the majority shareholder of Genopoietic, and Genopoietic
have been contributed to the Company by the shareholders of those two entities  
in exchange for an aggregate of 800,000 shares (fair market value of $7,600,000 
as of August 24, 2000) of the Company's common stock and $5,000 in cash         
consideration. Pursuant to the Rights Agreements dated as of August 24, 2000    
between AVAX Technologies, Inc and each of Professors Klatzmann and Salzmann    
(shareholders of G.P.H. S.A.), Professors Klatzmann and Salzmann also each have 
the right to acquire up to an additional 1,100,000 shares of the Company's      
common stock, upon the successful and timely achievement of development and     
commercialization milestones by Genopoietic. These contingent shares have not   
been recorded as part of the acquisition of Holdings.                           

As a result of the acquisition of Holdings and Genopoeitic on August 24, 2000,  
the pro-forma combined balance sheet as of June 30, 2000 the pro forma combined 
and statements of operations for the six months ended June 30, 2000 and year    
ended December 31, 1999 have been prepared. These statements include certain    
adjustments (" pro-forma adjustments") necessary to present the financial       
position and results of operations as if the transaction had occurred prior the 
actual acquisition date.                                                        

The following unaudited pro forma combined financial information should be read 
in conjunction with AVAX's historical statements, as reported in AVAX's annual  
report on Form 10-KSB and quarterly reports on Form 10-QSB, as well as the form 
8-K filed September 8, 2000 and in this filing on the form 8-K/A. The pro forma 
information is presented for illustrative purposes only and is not necessarily  
indicative of the operating results or financial position that would have       
occurred had the acquisition of Holdings and Subsidiary been consummated in     
accordance with the assumptions set forth above, nor it is necessarily          
indicative of future operating results or financial position.                   

8-K/A 25th Page of 29 TOC 1st Previous Next ↓Bottom Just 25th
 AVAX TECHNOLOGIES, INC.
 COMBINED PRO-FORMA BALANCE SHEETS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                  AVAX            (A)                                           PRO-FORMA     
                                             TECHNOLOGIES,    G.P.H. S.A.       PRO-FORMA                       JUNE 30,      
                                                  INC.        CONSOLIDATED     ADJUSTMENTS                        2000        
                                              CONSOLIDATED                                                                    
                                                       HISTORICAL                                                             
                                            ---------------------------------                                                 
ASSETS                                                                                                                        
                                            ----------------------------------------------------------------------------------
                                                                                                                              
Current assets:                                                                                                               
   Cash and cash equivalents                $    8,031,145  $       31,439                -                   $    8,062,584  
   Marketable securities                        25,236,815               -                -                       25,236,815  
   Accounts receivable                                   -         272,761                -                          272,761  
   Prepaid expenses and other current assets       350,094         301,039                -                          651,133  
                                            ----------------------------------------------------------------------------------
Total current assets                            33,618,054         605,239                -                       34,223,293  
Property, plant and equipment at cost            2,776,841         422,240                -                        3,199,081  
   Less accumulated depreciation                   293,823         222,254                -                          516,077  
                                            ----------------------------------------------------------------------------------
Net furniture and equipment                      2,483,018         199,986                -                        2,683,004  
Intellectual property and other intangible                   -           -        6,022,585                        6,022,585  
     assets                                                                                       (2)(3)(4)                   
Research and development tax credit                          -     299,936                -                          299,936  
     receivable                                                                                                               

Deferred acquisition costs                         449,911               -         (449,911)      (4)                      -  
                                            ----------------------------------------------------------------------------------
Total assets                                $   36,550,983  $    1,105,161   $    5,572,674                   $   43,228,818  
                                            ==================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          
Current liabilities:                                                                                                          
   Accounts payable and accrued liabilities $      798,835  $      996,679   $        5,000       (1)         $    1,800,514  
                                            ----------------------------------------------------------------------------------
Total current liabilities                          798,835         996,679                -                        1,800,514  
Long-term debt                                           -         276,156                -                          276,156  
 Minority interest in consolidated               1,345,073               -                -                        1,345,073  
 subsidiaries                                                                                                                 
Stockholders' equity:                                                                                                         

   Preferred stock, $.01 par value:                                                                                           

     Series B convertible preferred stock:               -               -                -                                -  
     Series C convertible preferred stock:             936               -                -                              936  
   Common stock, $.004 par value:                                                                                             

               Authorized      shares      -        62,089          41,435          (38,235)      (1)(2)              65,289  
               30,000,000                                                                                                     
   Additional paid-in capital                   60,508,452       1,752,700        5,844,100       (1)(2)          68,105,252  
   Subscription receivable                            (422)              -                -                             (422) 
   Foreign currency translation adjustment        (252,786)          2,077           (2,077)      (2)               (252,786) 
   Deferred compensation                           (31,535)              -                -                          (31,535) 
   Accumulated deficit                         (25,879,659)     (1,963,886)        (236,114)      (2)(3)         (28,079,659) 
                                            ----------------------------------------------------------------------------------
 Total  stockholders' equity                    34,407,075        (167,674)       5,567,674                       39,807,075  
                                            ----------------------------------------------------------------------------------
 Total liabilities and stockholders' equity $   36,550,983  $    1,105,161   $    5,572,674                   $   43,228,818  
                                            ==================================================================================

SEE ACCOMPANYING NOTES                                                          

8-K/A 26th Page of 29 TOC 1st Previous Next ↓Bottom Just 26th
AVAX TECHNOLOGIES, INC.                                                         

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET                             

          A.   G.P.H. S.A. functional currency is the French Franc. For purposes
             of presentation herein, the Company's financial statements have
           been translated into the reporting currency of AVAX, the U.S.
            dollar. Translation rates used for assets and liabilities were
end of period rates.                              

          1)   Record acquisition by issuing 800,000 shares of AVAX common stock
          and record $5,000 liability payable to selling shareholders.
        2)   Adjustment to reflect the elimination of Holdings stockholders'
equity accounts.                                  
    3)   Purchase price allocated to intellectual property and other
              intangibles at estimated fair value, and in process research and
       development, which estimated fair value is recorded as an
increase in accumulated deficit.                  
4)   Reclassify deferred acquisition costs, which related to
   capitalized costs associated with the acquisition, to
Intellectual property and other intangible assets.

8-K/A 27th Page of 29 TOC 1st Previous Next ↓Bottom Just 27th
 AVAX TECHNOLOGIES, INC.
 COMBINED STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                       SIX MONTHS ENDED JUNE 30, 2000                              
                                               AVAX                                                                
                                          TECHNOLOGIES,          (A)                                               
                                               INC.          G.P.H. S.A.         PRO-FORMA                         
                                          CONSOLIDATED      CONSOLIDATED        ADJUSTMENTS           PRO-FORMA    
                                        ------------------ -----------------  ------------------ ------------------
                                                     HISTORICAL                                                    
                                                                                                                   
Revenues:                                                                                                          
     Contract service revenue             $           -     $       336,628   $             -    $         336,628 

     Research funding revenue                         -             264,326                 -              264,326 
                                          ----------------  ----------------  ------------------ ------------------

                                                      -             600,954                 -              600,954 
Costs and expenses:                                                                                                

  Cost of contract manufacturing                      -             148,263                 -              148,263 
  Research and development         (1)        3,240,838             460,302           398,048            4,099,188 
  Marketing and selling                               -               8,343                 -                8,343 
  General and administrative       (3)        2,322,080             153,092            32,137            2,507,309 
                                          ----------------  ----------------  ------------------ ------------------
Total costs and expenses                      5,562,918             770,000           430,185            6,763,103 

                                          ----------------  ----------------  ------------------ ------------------
Total operating loss                         (5,562,918)           (169,046)         (430,185)          (6,162,149)
Other income (expense):                                                                                            
   Interest income                              750,116               3,805                 -              753,921 
   Minority interest in loss of                                                                                    
     consolidated subsidiary                    158,983                   -                 -              158,983 
   Other, net                                         -                 586                 -                  586 
                                          ----------------  ----------------  ------------------ ------------------

Total other income (expense)                    909,099               4,391                 -              913,490 
                                          ----------------  ----------------  ------------------ ------------------

Net loss attributable to common                                                                                    
   stockholders                           $  (4,653,819)    $      (164,655)  $       (430,185)   $     (5,248,659)
                                          ----------------  ----------------  ------------------ ------------------
Net loss per common share                 $        (.32)                                          $           (.35)
                                          ================  ================  ==================  =================
Weighted average number of common                                                                                  
shares outstanding                           14,408,136                                                 15,208,136 
                                          ================  ================  ==================  =================

SEE ACCOMPANYING NOTES.                                                         

8-K/A 28th Page of 29 TOC 1st Previous Next ↓Bottom Just 28th
 AVAX TECHNOLOGIES, INC.
 COMBINED STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                      YEAR ENDED DECEMBER 31, 1999                           
                                              AVAX                                                           
                                          TECHNOLOGIES,           (A)                                        
                                        INC. CONSOLIDATED     G.P.H. S.A.       PRO-FORMA                    
                                                             CONSOLIDATED      ADJUSTMENTS      PRO-FORMA    
                                        ------------------ ------------------ --------------   ------------- 
                                                     HISTORICAL                                              
                                                                                                             
Revenues:                                                                                                    
     Contract service revenue           $              -   $        474,779   $            -   $     474,779 

     Research funding revenue                          -            487,620                -         487,620 
                                        -----------------  -----------------  ---------------  ------------- 

                                                       -            962,399                -         962,399 
Costs and expenses:                                                                                          

  Cost of contract manufacturing                       -            418,378                -         418,378 
  Research and development         (1)         5,175,695            785,068          796,096       6,756,859 
  Marketing and selling                                -            106,464                -         106,464 
  General and administrative       (3)         3,376,278            280,869           64,273       3,721,420 
                                        -----------------  -----------------  ---------------  ------------- 
Total costs and expenses                       8,551,973          1,590,779          860,369      11,003,121 

                                        -----------------  -----------------  ---------------  ------------- 
Total operating loss                          (8,551,973)          (628,380)        (860,369)    (10,040,722)
Other income (expense):                                                                                      
   Interest income                               661,951             82,245                -         744,196 
   Interest expense                                    -             (7,639)               -          (7,639)
   Minority interest in loss of                                                                              
     consolidated subsidiary       (2)            22,459             17,717          (17,717)         22,459 
   Other, net                                          -            263,640                -         263,640 
                                        -----------------  -----------------  ---------------  ------------- 

Total other income (expense)                     684,410            355,963          (17,717)      1,022,656 
                                        -----------------  -----------------  ---------------  ------------- 
Net loss attributable to common                                                                              
   stockholders                         $     (7,867,563)  $       (272,417)  $     (878,086)  $  (9,018,066)
                                        -----------------  -----------------  ---------------  ------------- 

Net loss per common share               $           (.74)                                           $   (.79)
                                        -----------------  -----------------  ---------------  ------------- 
Weighted average number of common                                                                            
shares outstanding                            10,642,366                                          11,442,366 
                                        =================  =================  ================  ============ 

SEE ACCOMPANYING NOTES.                                                         

8-K/A Last Page of 29 TOC 1st Previous Next ↓Bottom Just 29th
AVAX Technologies, Inc.                                                         

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS                   

          A.   G.P.H. S.A. functional currency is the French Franc. For purposes
             of presentation herein, the Companies financial statements have
           been translated into the reporting currency of AVAX, the U.S.
        dollar. Translation rates used for statement of operations
           amounts were translated using a weighted average rate for the
period.                                           

 (1)  - Record amortization of intellectual property and other
       intangible assets on a straight line basis over a seven year period
     which is the average remaining life of the patents protecting the
acquired intellectual property.                             

         (2)  - Eliminate minority interest in loss of subsidiary. No minority
interest exist after the acquisition.                       

    (3)  - Record amortization of initial deferred acquisition costs
    incurred related to the acquisition. Amortized over a seven-year
period.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

	12/21/01	14
Filed on:	11/7/00
	11/6/00	3
	9/13/00	7
For Period End:	9/8/00	1	24	8-K
	8/24/00	1	24	8-K
	8/23/00	16
	8/11/00	16
	7/17/00	2
	6/30/00	2	27	10QSB
	12/31/99	2	28	10KSB
	6/30/99	2	18	10QSB
	12/31/98	2	15	10KSB, 10KSB/A
	1/1/94	14
				List all Filings

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Avax Technologies Inc – ‘8-K/A’ for 9/8/00

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
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8-K/A — Amendment to Current Report
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