##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _______ to ______.
 Commission file number: 001-14907
 IMMTECH PHARMACEUTICALS, INC.
  Delaware
    
    39-1523370(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One North End Avenue, New York, New York
    
    10282(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number: (212) 791-2911Former name, former address and former fiscal year, if changed since last report
 þ o
  o þ o o
 o þ




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##### 



PagePART I.
    
    FINANCIAL INFORMATION
    
    
    1Item 1.
    
    Financial Statements
    
    
    1Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4.
    
    Controls and Procedures
    
    
    30PART II.
    
    OTHER INFORMATION
    
    
    30Item 1.
    
    Legal Proceedings
    
    
    30Item 1A.
    
    Risk Factors
    
    
    31Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 3.
    
    Defaults Upon Senior Securities
    
    
    31Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    32Item 5.
    
    Other Information
    
    
    32Item 6.
    
    Exhibits
    
    
    32Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 September 30,
    
    
    March 31,2008
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,077,195
    
    
    $
    5,996,157Restricted funds on deposit
    
    
    952,500
    
    
    
    3,776,253Other receivables
    
    
    
    
    
    
    54,205Other current assets
    
    
    236,746
    
    
    
    253,014Total current assets
    
    
    3,266,441
    
    
    
    10,079,629PROPERTY AND EQUIPMENT  Net
    
    
    67,748
    
    
    
    89,519PREPAID RENT
    
    
    2,503,778
    
    
    
    3,234,314OTHER ASSETS
    
    
    42,845
    
    
    
    34,142TOTAL
    
    $
    5,880,812
    
    
    $
    13,437,604LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    818,074
    
    
    $
    2,938,511Accrued expenses
    
    
    424,086
    
    
    
    499,770Deferred revenue
    
    
    735,664
    
    
    
    2,399,676Total current liabilities
    
    
    1,977,824
    
    
    
    5,837,957Total liabilities
    
    
    1,977,824
    
    
    
    5,837,957STOCKHOLDERS EQUITY:Preferred stock, par value $0.01 per share, 3,913,000
shares authorized and unissued as of September 30, 2008
and March 31, 2008Series A Convertible Preferred Stock, par value $0.01 per
share, stated value $25 per share, 320,000 shares
authorized, 32,500 and 50,500 shares issued and
outstanding as of September 30, 2008 and March 31, 2008,
respectively; aggregate liquidation preference of
$834,537 as of September 30, 2008
    
    
    834,537
    
    
    
    1,296,831Series B Convertible Preferred Stock, par value $0.01 per
share, stated value $25 per share, 240,000 shares
authorized, 9,464 and 11,464 shares issued and
outstanding as of September 30, 2008 and March 31, 2008,
respectively; aggregate liquidation preference of
$244,837 as of September 30, 2008
    
    
    244,837
    
    
    
    296,780Series C Convertible Preferred Stock, par value $0.01 per
share, stated value $25 per share, 160,000 shares
authorized, 45,536 shares issued and outstanding as of
September 30, 2008 and March 31, 2008; aggregate
liquidation preference of $1,180,594 as of September 30,
2008
    
    
    1,180,594
    
    
    
    1,180,345Series D Convertible Preferred Stock, par value $0.01 per
share, stated value $25 per share, 200,000 shares
authorized, 115,200 shares issued and outstanding as of
September 30, 2008 and March 31, 2008; aggregate
liquidation preference of $2,960,007 as of September 30,
2008
    
    
    2,960,007
    
    
    
    2,959,533Series E Convertible Preferred Stock, par value $0.01 per
share, stated value $25 per share, 167,000 shares
authorized, 97,800 and 98,600 shares issued and
outstanding as of September 30, 2008 and March 31, 2008,
respectively; aggregate liquidation preference of
$2,512,886 as of September 30, 2008
    
    
    2,512,886
    
    
    
    2,533,107Common stock, par value $0.01 per share, 100,000,000
shares authorized, 16,001,300 and 15,597,768 shares
issued and outstanding as of September 30, 2008 and March
31, 2008, respectively
    
    
    160,013
    
    
    
    155,978Additional paid-in capital
    
    
    111,516,707
    
    
    
    110,743,899Deficit accumulated during the developmental stage
    
    
    (115,506,593
    )
    
    
    (111,566,826
    )Total stockholders equity
    
    
    3,902,988
    
    
    
    7,599,647TOTAL
    
    $
    5,880,812
    
    
    $
    13,437,604
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 October 15,1984Three Months Ended
    
    
    Six Months Ended
    
    
    (Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008REVENUES
    
    $
    506,278
    
    
    $
    1,030,333
    
    
    $
    1,647,187
    
    
    $
    1,856,682
    
    
    $
    36,447,183EXPENSES:Research and development
    
    
    990,488
    
    
    
    2,282,839
    
    
    
    2,484,902
    
    
    
    4,200,651
    
    
    
    74,168,620General and administrative
    
    
    1,268,409
    
    
    
    2,213,918
    
    
    
    2,192,651
    
    
    
    3,931,206
    
    
    
    75,269,963Asset impairment charge
    
    
    693,073
    
    
    
    
    
    
    
    693,073
    
    
    
    
    
    
    
    693,073Other (litigation settlement)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,874,454
    )Equity in loss of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,002Total expenses
    
    
    2,951,970
    
    
    
    4,496,757
    
    
    
    5,370,626
    
    
    
    8,131,857
    
    
    
    148,392,204LOSS FROM OPERATIONS
    
    
    (2,445,692
    )
    
    
    (3,466,424
    )
    
    
    (3,723,439
    )
    
    
    (6,275,175
    )
    
    
    (111,945,021
    )OTHER INCOME (EXPENSE):Interest income
    
    
    10,784
    
    
    
    132,242
    
    
    
    31,752
    
    
    
    280,005
    
    
    
    1,945,328Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,129,502
    )Loss on sales of investment securities  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,942
    )Cancelled offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (584,707
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,427,765Other income
    
    
    10,784
    
    
    
    132,242
    
    
    
    31,752
    
    
    
    280,005
    
    
    
    1,655,942NET LOSS
    
    
    (2,434,908
    )
    
    
    (3,334,182
    )
    
    
    (3,691,687
    )
    
    
    (5,995,170
    )
    
    
    (110,289,079
    )CONVERTIBLE PREFERRED STOCK DIVIDENDS AND CONVERTIBLE
PREFERRED STOCK PREMIUM DEEMED DIVIDENDS
    
    
    (121,665
    )
    
    
    (134,982
    )
    
    
    (248,080
    )
    
    
    (269,979
    )
    
    
    (7,587,413
    )REDEEMABLE PREFERRED STOCK CONVERSION, PREMIUM
AMORTIZATION AND DIVIDENDS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,369,899NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
    
    $
    (2,556,573
    )
    
    $
    (3,469,164
    )
    
    $
    (3,939,767
    )
    
    $
    (6,265,149
    )
    
    $
    (115,506,593
    )BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO
COMMON STOCKHOLDERS:Net loss
    
    $
    (0.15
    )
    
    $
    (0.22
    )
    
    $
    (0.23
    )
    
    $
    (0.39
    )Convertible preferred stock dividends and convertible
preferred stock premium deemed dividends
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.02
    )BASIC AND DILUTED LOSS PER SHARE ATTRIBUTABLE
TO COMMON STOCKHOLDERS
    
    $
    (0.16
    )
    
    $
    (0.23
    )
    
    $
    (0.25
    )
    
    $
    (0.41
    )WEIGHTED AVERAGE SHARES USED IN COMPUTING
BASIC AND DILUTED NET LOSS PER SHARE
    
    
    15,980,742
    
    
    
    15,409,787
    
    
    
    15,914,173
    
    
    
    15,390,029
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 October 15,1984Three Months Ended
    
    
    Six Months Ended
    
    
    (Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008OPERATING ACTIVITIES:Net loss
    
    $
    (2,434,908
    )
    
    $
    (3,334,182
    )
    
    $
    (3,691,687
    )
    
    $
    (5,995,170
    )
    
    $
    (110,289,079
    )Adjustments to reconcile net loss to net cash used in operating activities:Compensation recorded related to issuance of common stock,
common stock options and warrants
    
    
    285,437
    
    
    
    901,158
    
    
    
    (4,908
    )
    
    
    1,393,951
    
    
    
    33,859,879Depreciation and amortization of property and equipment
    
    
    30,984
    
    
    
    36,387
    
    
    
    63,298
    
    
    
    73,500
    
    
    
    1,396,535(Gain)/Loss on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,982Equity in loss of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,002Asset impairment charge
    
    
    693,073
    
    
    
    
    
    
    
    693,073
    
    
    
    
    
    
    
    693,073Loss on sales of investment securities  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,942Amortization of debt discounts and issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,503Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,427,765
    )Changes in assets and liabilities:Other receivables
    
    
    
    
    
    
    
    
    
    
    54,205Other current assets
    
    
    138,698
    
    
    
    104,701
    
    
    
    16,268
    
    
    
    (300,445
    )
    
    
    (236,746
    )Other assets
    
    
    (8,703
    )
    
    
    (118,421
    )
    
    
    (8,703
    )
    
    
    (296,052
    )
    
    
    (42,845
    )Accounts payable
    
    
    (632,787
    )
    
    
    61,192
    
    
    
    (2,120,437
    )
    
    
    (1,158,657
    )
    
    
    1,145,609Accrued expenses
    
    
    (106,900
    )
    
    
    (169,073
    )
    
    
    (75,684
    )
    
    
    (123,847
    )
    
    
    1,087,099Deferred revenue
    
    
    (508,658
    )
    
    
    (1,099,412
    )
    
    
    (1,664,012
    )
    
    
    1,064,370
    
    
    
    735,664Net cash used in operating activities
    
    
    (2,543,764
    )
    
    
    (3,617,650
    )
    
    
    (6,738,587
    )
    
    
    (5,342,350
    )
    
    
    (72,800,147
    )INVESTING ACTIVITIES:Purchase of property and equipment
    
    
    (1,353
    )
    
    
    
    
    
    
    (4,064
    )
    
    
    
    
    
    
    (1,640,186
    )Restricted funds on deposit
    
    
    1,048,600
    
    
    
    988,556
    
    
    
    2,823,752
    
    
    
    2,425,035
    
    
    
    (952,501
    )Advances to joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (135,002
    )Proceeds from maturities of investment securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800,527Purchases of investment securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,803,469
    )Net cash provided by (used in) investing activities
    
    
    1,047,247
    
    
    
    988,556
    
    
    
    2,819,688
    
    
    
    2,425,035
    
    
    
    (2,730,631
    )FINANCING ACTIVITIES:Advances from stockholders and affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    985,172Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,645,194Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (218,119
    )Payments for debt issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,669
    )Payments for extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (203,450
    )Net proceeds from issuance of redeemable preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,330,000Net proceeds from issuance of convertible preferred stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,085,434Payments of convertible preferred stock dividends and for fractional
shares of common stock resulting from the conversions of convertible
preferred stock
    
    
    
    
    
    
    (17
    )
    
    
    (63
    )
    
    
    (466
    )
    
    
    (6,638
    )Net proceeds from issuance of common stock
    
    
    
    
    
    
    295,911
    
    
    
    
    
    
    
    295,911
    
    
    
    53,798,490Additional capital contributed by stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    245,559Net cash provided by (used in) financing activities
    
    
    
    
    
    
    295,894
    
    
    
    (63
    )
    
    
    295,445
    
    
    
    77,607,973NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,496,517
    )
    
    
    (2,333,200
    )
    
    
    (3,918,962
    )
    
    
    (2,621,870
    )
    
    
    2,077,195CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    3,573,712
    
    
    
    12,173,125
    
    
    
    5,996,157
    
    
    
    12,461,795
    
    
    
    CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    2,077,195
    
    
    $
    9,839,925
    
    
    $
    2,077,195
    
    
    $
    9,839,925
    
    
    $
    2,077,195
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A DEVELOPMENT STAGE ENTERPRISE)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BASIS OF PRESENTATION
  2.
    
    COMPANY BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business
    - 4 -




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Going Concern Presentation and Related Risks and Uncertainties
    - 5 -




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Principles of Consolidation
 Cash and Cash Equivalents
 Restricted Funds on Deposit
 Concentration of Credit Risk
 Investment
 Property and Equipment
 Prepaid Rent
  - 6 -




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Long-Lived Assets
  Revenue Recognition
  Research and Development Costs
 Income Taxes
  - 7 -




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Net Income (Loss) Per Share Earnings Per Share
 Stock-Based Compensation Share-Based Payment
 Fair Value of Financial Instruments
 Segment Reporting
 Comprehensive Loss
 Use of Estimates
  - 8 -




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New Accounting Standard Accounting for Uncertainty in Income Taxes
  New Accounting Standard Business Combinations
 New Accounting Standard Fair Value Measurements Application of FASB Statement No. 157 to FASB Statement
No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes
of Lease Classification or Measurement under Statement 13 Partial Deferral of the Effective Date of Statement 157
 New Accounting Standard Fair Value Option for Financial Assets and Financial Liabilities
  - 9 -




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New Accounting Standard Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB
No. 51
 3.
    
    STOCKHOLDERS EQUITY
  Series A Convertible Preferred Stock
  - 10 -




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Series B Convertible Preferred Stock
  - 11 -




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Series C Convertible Preferred Stock
  - 12 -




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Series D Convertible Preferred Stock
  - 13 -




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Series E Convertible Preferred Stock
  - 14 -




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Common Stock
 Warrants
   Incentive Stock Programs
  - 16 -




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Three Months
    
    Six MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2008
    
    2007
    
    2008Risk free interest rate
    
    
    4.67
    %
    
    
    0
    %
    
    
    4.69
    %
    
    
    0
    %Average life of options (years)
    
    
    10.0
    
    
    
    0
    
    
    
    10.0
    
    
    
    0Volatility
    
    
    77
    %
    
    
    0
    %
    
    
    76
    %
    
    
    0
    %Dividend yield
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
  RemainingContractualExercise Price
    
    Term(*) inShares
    
    Per Share (*)
    
    YearsOutstanding at March 31, 2008
    
    
    2,098,113
    
    
    $
    8.53Granted
    
    
    Exercised
    
    
    (11,387
    )
    
    
    .46Forfeited or expired
    
    
    (179,490
    )
    
    
    7.54Outstanding at September 30, 2008
    
    
    1,907,236
    
    
    
    8.67
    
    
    
    6.61Exercisable at September 30, 2008
    
    
    1,694,031
    
    
    
    8.95
    
    
    
    6.34
 (*)
    
    Weighted-average   - 17 -




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4.
    
    COLLABORATIVE RESEARCH AND DEVELOPMENT ACTIVITIES
      - 18 -




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5.
    
    LITIGATION
   - 21 -




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6. SUBSEQUENT EVENT
    - 22 -




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations.
 Forward Looking Statements
  Results of Operations
  
    
    payments from foundations and other collaborators under arrangements that may be
entered into in the future;
  - 23 -




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
    
    payments from license agreement milestones;
 
    
    grants from the United States government and other governments and entities; and
 
    
    the issuance
of securities or borrowing of funds or sale of the land use rights in
Shenzhen, China.
  Three Month Period Ended September 30, 2008 Compared with the Three Month Period Ended September
30, 2007.
      - 24 -




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Six Month Period Ended September 30, 2008 Compared with the Six Month Period Ended September 30,
2007.
    - 25 -




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Business
Plans
 AQ-13
and Other Infectious Diseases
   Discovery Programs
      China
    - 26 -




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Liquidity and Capital Resources
       
    
    proceeds from various private placements of debt and equity securities, secondary
public stock offerings, our initial public offering (our IPO), and other cash
contributed from stockholders, which in the aggregate raised approximately $77,608,000;
 
    
    payments from research agreements, licensing agreements, foundation grants, and
Small Business Innovation Research (SBIR) grants and Small Business Technology
Transfer program grants of approximately $36,447,000; and
 
    
    the use of stock, options and warrants in lieu of cash compensation.
    - 27 -




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Unrestricted cash and cash equivalents
    
    $
    1,776,058Restricted funds on deposit
    
    
    915,437$
    2,691,495
  
    
    sale of land use rights in
Shenzhen, China;
 
    
    discussions with commercial
pharmaceutical organizations and NGOs for providing development services for compounds slated for
clinical development on a fee-for-services basis; and
 
    
    restrictions on staffing based on businesses to be developed and pursued.
 Long-Lived
Assets
    - 28 -




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Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
     - 29 -




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Item 4.
    
    Controls and Procedures.
 Disclosures and Procedures
  Internal Controls
  Changes in Internal Controls
  
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
 Gerhard Von der Ruhr et al. v. Immtech International, Inc. et. al.
   - 30 -




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##### Table of Contents



Item 1A.
    
    Risk Factors.
  The volatility and disruption of the capital and credit markets and adverse changes in the global
economy may negatively impact our business.
  The adverse capital and credit market conditions could affect our liquidity.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
 Recent Sales of Unregistered Securities
  Conversion of Preferred Stock to Common Stock.
  Preferred Stock Dividend Payment.
  
 Item 3.
    
    Defaults Upon Senior Securities.
   - 31 -




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Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
 31.1 *
    
    Certification by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act31.2 *
    
    Certification by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act32.1 *
    
    Certification by the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act32.2 *
    
    Certification by the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act
 *
    
    Filed herewith  - 32 -




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IMMTECH PHARMACEUTICALS, INC.Date:  November 10, 2008
    By:
    /s/ Eric L. SorkinEric L. SorkinPresident and Chief Executive OfficerDate:  November 10, 2008
    By:
    /s/ Gary C. ParksGary C. ParksTreasurer, Secretary and Chief Financial Officer
(Principal Financial and Accounting Officer)




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Exhibit No.
    
    Description31.1 *
    
    Certification by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act31.2 *
    
    Certification by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act32.1 *
    
    Certification by the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act32.2 *
    
    Certification by the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act
 *
    
    Filed herewith