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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 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 No. 0-50772
 INHIBITEX, INC.
  Delaware
    
    74-2708737(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)9005 Westside ParkwayAlpharetta, Georgia
    
    30004(Address of principal executive offices)
    
    (Zip Code)
 (678) 746-1100   Not Applicable
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ




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##### 



TABLE OF CONTENTS
 PAGEPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsBalance Sheets as of March 31, 2008 and December 31, 2007
    
    
    3Statements of Operations for the Three Months Ended March 31, 2008 and 2007
    
    
    4Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
    
    
    5Notes to Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 4T. Controls and Procedures
    
    
    17PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 6. Exhibits
    
    
    20Signatures
    
    
    21Exhibit IndexEX-31.1 Section 302 Certification of the CEO & CFOEX-32.1 Section 906 Certification of the CEO & CFO
   2




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##### Table of Contents



PART I
 FINANCIAL INFORMATION
 INHIBITEX, INC.
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,134,417
    
    
    $
    14,178,143Short-term investments
    
    
    34,415,303
    
    
    
    36,088,309Prepaid expenses and other current assets
    
    
    976,209
    
    
    
    1,058,426Accounts receivable
    
    
    224,049
    
    
    
    44,988Total current assets
    
    
    46,749,978
    
    
    
    51,369,866Property and equipment, net
    
    
    2,733,812
    
    
    
    2,564,345Long-term investments
    
    
    752,020
    
    
    
    Total assets
    
    $
    50,235,810
    
    
    $
    53,934,211LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,711,038
    
    
    $
    1,160,351Accrued expenses
    
    
    4,746,732
    
    
    
    6,605,253Current portion of notes payable
    
    
    312,500
    
    
    
    312,500Current portion of capital lease obligations
    
    
    574,638
    
    
    
    698,151Current portion of deferred revenue
    
    
    1,316,667
    
    
    
    441,667Other current liabilities
    
    
    154,824
    
    
    
    154,824Total current liabilities
    
    
    8,816,399
    
    
    
    9,372,746Long-term liabilities:Notes payable, net of current portion
    
    
    625,000
    
    
    
    703,125Capital lease obligations, net of current portion
    
    
    
    
    
    
    68,710Deferred revenue, net of current portion
    
    
    350,000
    
    
    
    387,500Other liabilities, net of current portion
    
    
    1,177,935
    
    
    
    1,202,328Total long-term liabilities
    
    
    2,152,935
    
    
    
    2,361,663Total liabilities
    
    
    10,969,334
    
    
    
    11,734,409Stockholders equity:Preferred stock, $.001 par value; 5,000,000
shares authorized at March 31, 2008 and
December 31, 2007; none issued and outstanding
    
    
    
    
    
    
    Common stock, $.001 par value; 75,000,000 shares
authorized at March 31, 2008 and December 31,
2007; 42,791,779 and 42,785,318 shares issued
and outstanding at March 31, 2008 and
December 31, 2007, respectively
    
    
    42,792
    
    
    
    42,785Warrants
    
    
    15,551,492
    
    
    
    15,551,492Other comprehensive income
    
    
    156,188
    
    
    
    106,480Additional paid-in capital
    
    
    241,098,776
    
    
    
    240,634,018Accumulated deficit
    
    
    (217,582,772
    )
    
    
    (214,134,973
    )Total stockholders equity
    
    
    39,266,476
    
    
    
    42,199,802Total liabilities and stockholders equity
    
    $
    50,235,810
    
    
    $
    53,934,211
   3




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INHIBITEX,
INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Revenue:License fees and milestones
    
    $
    412,500
    
    
    $
    412,500Collaborative research and development
    
    
    375,000
    
    
    
    250,000Grants and other revenue
    
    
    
    
    
    
    6,000Total revenue
    
    
    787,500
    
    
    
    668,500Operating expense:Research and development
    
    
    3,406,047
    
    
    
    1,566,574General and administrative
    
    
    1,341,568
    
    
    
    1,306,158Total operating expense
    
    
    4,747,615
    
    
    
    2,872,732Loss from operations
    
    
    (3,960,115
    )
    
    
    (2,204,232
    )Other income, net
    
    
    11,426
    
    
    
    1,945,592Interest income, net
    
    
    500,890
    
    
    
    720,839Net (loss) income
    
    $
    (3,447,799
    )
    
    $
    462,199Basic net (loss) income per share
    
    $
    (0.08
    )
    
    $
    0.02Diluted net (loss) income per share
    
    $
    (0.08
    )
    
    $
    0.01Weighted average shares used to compute
basic net (loss) income per share
    
    
    42,791,069
    
    
    
    30,505,516Weighted average shares used to compute
diluted net (loss) income per share
    
    
    42,791,069
    
    
    
    31,062,147
   4




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INHIBITEX,
INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net (loss) income
    
    $
    (3,447,799
    )
    
    $
    462,199Adjustments to reconcile net (loss) income to net cash used in
operating activities:Depreciation and amortization
    
    
    211,359
    
    
    
    269,349Share-based compensation
    
    
    460,482
    
    
    
    477,394(Gain) loss on sale of equipment
    
    
    (15,000
    )
    
    
    1,538Amortization of investment premium or discount
    
    
    (267,284
    )
    
    
    (365,381
    )Changes in operating assets and liabilities:Prepaid expenses and other assets
    
    
    82,217
    
    
    
    (85,657
    )Accounts receivable
    
    
    (179,061
    )
    
    
    (2,338,759
    )Accounts payable and other liabilities
    
    
    597,764
    
    
    
    192,209Accrued expenses
    
    
    (1,852,385
    )
    
    
    (1,694,656
    )Deferred revenue
    
    
    837,500
    
    
    
    1,337,500Net cash used in operating activities
    
    
    (3,572,207
    )
    
    
    (1,744,264
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (380,826
    )
    
    
    Proceeds from sale of property and equipment
    
    
    15,000
    
    
    
    Purchases of investments
    
    
    (17,762,099
    )
    
    
    (18,667,848
    )Proceeds from maturities and sales of investments
    
    
    19,000,077
    
    
    
    19,650,000Cash paid in connection with acquisition
    
    
    (77,606
    )
    
    
    Net cash provided by investing activities
    
    
    794,546
    
    
    
    982,152Cash flows from financing activities:Payments on promissory notes and capital leases
    
    
    (270,348
    )
    
    
    (419,897
    )Proceeds from the issuance of common stock, net of issuance costs
    
    
    4,283
    
    
    
    3,089Net cash used in financing activities
    
    
    (266,065
    )
    
    
    (416,808
    )Decrease in cash and cash equivalents
    
    
    (3,043,726
    )
    
    
    (1,178,920
    )Cash and cash equivalents at beginning of period
    
    
    14,178,143
    
    
    
    19,681,861Cash and cash equivalents at end of period
    
    $
    11,134,417
    
    
    $
    18,502,941Supplemental cash flow information:Interest paid
    
    $
    17,791
    
    
    $
    38,650
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INHIBITEX, INC.
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 1. Operations
  ® taphylococcus aureus
 
 2. Summary of Significant Accounting Policies
  Recent Accounting Pronouncements. Fair Value Measurements The
Fair Value Option for Financial Assets and Financial Liabilities"
 Business Combinations
  6




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Non-controlling Interests in Consolidated Financial
Statements-an amendment of
ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities,
 3. Net Income (Loss) Per Share
   Three Months EndedMarch 31,2008
    
    
    2007Net (loss) income available for common stockholders
    
    $
    (3,447,799
    )
    
    $
    462,199Weighted average common shares outstanding used to
compute basic earnings per share
    
    
    42,791,069
    
    
    
    30,505,516Dilutive effect of:Stock options and restricted stock
    
    
    
    
    
    
    551,419Warrants
    
    
    
    
    
    
    5,212Shares used to compute diluted earnings per share
    
    
    42,791,069
    
    
    
    31,062,147Basic net (loss) income per share
    
    $
    (0.08
    )
    
    $
    0.02Diluted net (loss) income per share
    
    $
    (0.08
    )
    
    $
    0.01Number of antidilutive stock options and
restricted stock excluded from computation
    
    
    5,849,226
    
    
    
    2,510,798Number of antidilutive warrants excluded from
computation
    
    
    8,535,097
    
    
    
    2,602,823
 4. Acquisition
   7




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Fair value of Inhibitex common stock issued
    
    $
    18,924,279Estimated fair value of FermaVir stock options and stock warrants assumed
    
    
    9,212,033Estimated transaction and exit costs
    
    
    1,930,352Cash advance consideration as note receivable
    
    
    1,500,000Total purchase price
    
    $
    31,566,664
 Goodwill and Other Intangible Assets
  Cash and cash equivalents
    
    $
    68,953Prepaid expenses and other current assets
    
    
    23,009Property and equipment, net
    
    
    3,600Other assets
    
    
    43,890Accounts payable
    
    
    (870,754
    )Accrued expenses
    
    
    (271,743
    )Net fair value of acquired assets and liabilities
    
    
    (1,003,045
    )In-process research and development
    
    
    32,569,709Total purchase price
    
    $
    31,566,664
     8




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Pro Forma Results of Operations
  (Unaudited)Three months endedMarch 31,2008
    
    
    2007Revenues
    
    $
    787,500
    
    
    $
    668,500Operating expenses
    
    $
    4,747,615
    
    
    $
    5,453,463Net loss
    
    $
    (3,447,799
    )
    
    $
    (3,763,750
    )Basic and diluted net loss attributable to common share
    
    $
    (0.08
    )
    
    $
    (0.09
    )
 5. Share-Based Award Plans
  Stock Options
  Three Months EndedMarch 31,2008
    
    
    2007Weighted average risk-free interest rate
    
    
    2.64
    %
    
    
    4.83
    %Dividend yield
    
    
    
    
    
    
    Expected weighted average volatility
    
    
    .68
    
    
    
    .76Expected weighted average life of options (years)
    
    
    4.0
    
    
    
    4.0Weighted average fair value of options granted
    
    $
    0.45
    
    
    $
    0.91
  AggregateWeighted Average
    
    
    Weighted-Average
    
    
    IntrinsicNumber of
    
    
    Exercise Price
    
    
    Remaining Contractual
    
    
    ValueStock Options
    
    
    Per Option
    
    
    Term
    
    
    ($000)Balance at
December 31, 2007
    
    
    4,958,131
    
    
    $
    2.35Granted
    
    
    100,500
    
    
    
    0.85Exercised
    
    
    (6,303
    )
    
    
    0.68Forfeited or
expired
    
    
    (106,061
    )
    
    
    1.90Balance at
March 31,
2008
    
    
    4,946,267
    
    
    $
    2.33
    
    
    
    6.65
    
    
    $
    39
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Restricted Stock
  Weighted-AverageGrantDate FairRestricted Stock
    
    Shares
    
    
    ValueBalance at December 31, 2007
    
    
    902,959
    
    
    $
    1.83Granted
    
    
    
    
    
    
    Released
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Balance at March 31, 2008
    
    
    902,959
    
    
    $
    1.83
  6. Contingency
   7. Comprehensive (Loss) Income
  Three Months EndedMarch 312008
    
    
    2007Net (loss) income
    
    $
    (3,447,799
    )
    
    $
    462,199Change in net unrealized gains (losses) on investments
    
    
    49,708
    
    
    
    (1,604
    )Comprehensive (loss) income (loss)
    
    $
    (3,398,091
    )
    
    $
    460,595
  10




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8. Fair Value Measurements
  Level 1
    
    Quoted prices in active markets for identical assets or
liabilities. Our Level 1 assets and liabilities include
investments in marketable securities.Level 2
    
    Observable inputs other than Level 1 prices, such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the assets or liabilities.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities.
 
 Quoted prices inactive markets for
    
    
    Significant other
    
    
    Significantidentical assets
    
    
    observable inputs
    
    
    unobservable inputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash equivalents (1)
    
    $
    9,858,514
    
    
    $
    9,858,514
    
    
    $
    
    
    
    $
    Short and long-term investments available-for-sale (2)
    
    
    35,167,323
    
    
    
    35,167,323
    
    
    
    
    
    
    
    Total
    
    $
    45,025,837
    
    
    $
    45,025,837
    
    
    $
    
    
    
    $
    
 (1)
    
    Cash equivalents consist primarily of money market funds,
corporate notes and commercial paper securities with
original maturity dates of three months or less, for which
we determine fair value through quoted market prices.(2)
    
    Investments available-for-sale consists of corporate notes,
commercial paper, asset-backed securities, and government
agency notes, for which we determine fair value through
quoted market prices.  11




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS
 This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as may, will, should, could,
would, expect, plan, intend, anticipate, believe, estimate, project, predict,
forecast, potential, likely or possible, as well as the negative of such expressions, and
similar expressions intended to identify forward-looking statements. These forward-looking
statements include, without limitation, statements relating to:
 
    
    The expected timing of completing a Phase I trial evaluating single ascending doses of FV-100 in healthy
volunteers in the first half of 2008;
    
    the expected timing of initiating a Phase I trial evaluating multiple ascending doses of FV-100 in healthy
volunteers in the third quarter of 2008 and the expected timing of initiating a Phase II trial of FV-100 around
year end of 2008;
    
    our plans and the length of time it may take to select a lead candidates for our HIV integrase inhibitor program
and HCV polymerase inhibitor program;
    
    our intent to pursue licenses, co-development, collaborations or other transactions to support the further
development of Aurexis;
    
    our plans to support our existing collaborations;
    
    the number of months that our current cash, cash equivalents, and short-term investments will allow us to operate;
    
    our future financing requirements, the factors that may influence the timing and amount of these requirements,
and how we expect to fund them;
    
    potential future revenue from collaborative research agreements, partnerships, license agreements or materials
transfer agreements;
    
    and anticipated future and increased losses from operations.
 These statements reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties including, without limitation: 3M Company or
Wyeth not terminating our license and collaborative research agreements; maintaining sufficient
resources, including executive management and key employees; our ability to successfully develop
current and future product candidates either in collaboration with a partner or independently
and through the regulatory process; our ongoing or future preclinical studies or clinical trials
not demonstrating the appropriate safety and efficacy of our product candidates; our ability to
secure and our use of third-party contract clinical and preclinical research and data management
organizations, manufacturers, who may not fulfill their contractual obligations or otherwise
perform satisfactorily in the future; manufacturing and maintaining sufficient quantities of
preclinical and clinical trial material on hand to complete our preclinical studies or clinical
trials on a timely basis; failure to obtain regulatory approval to commence or continue our
clinical trials or to market our product candidates; our ability to protect and maintain our
proprietary intellectual property rights from unauthorized use by others; our collaborators do
not fulfill their obligations under our agreements with them in the future; our ability to
attract suitable organizations to collaborate on the development and commercialization of our
product candidates; the condition of the financial equity and debt markets and our ability to
raise sufficient funding in such markets; our ability to manage our current cash reserves as
planned; our ability to in-license or acquire additional antiviral development programs in the
future to expand our emerging antiviral pipeline; changes in general economic business or
competitive conditions; and other statements contained elsewhere in this Quarterly Report on
Form 10-Q and risk factors described in or referred to in greater detail in the Risk Factors
section of this Form 10-K for December 31, 2007. There may be events in the future that we are
unable to predict accurately, or over which we have no control. You should read this Form 10-Q
and the documents that we reference herein and have been filed or incorporated by reference as
exhibits completely and with the understanding that our actual future results may be materially
different from what we expect. Our business, financial condition, results of operations, and
prospects may change. We may not update these forward-looking statements, even though our
situation may change in the future, unless we have obligations under the federal securities laws
to update and disclose material developments related to previously disclosed information. We
qualify all of the information presented in this Form 10-Q , and particularly our forward-looking
statements, by these cautionary statements.
 Inhibitex ® , MSCRAMM ® , Veronate ® and Aurexis ® are
registered trademarks of Inhibitex, Inc. MSCRAMM is an acronym for Microbial Surface Components
Recognizing Adhesive Matrix Molecules
  12




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The following discussion should be read in conjunction with the financial statements and the notes
thereto included in Item 1 of this Quarterly Report on Form 10-Q .
 Overview
  ® taphylococcus aureus
    Recent Developments
 
    
    Initiation of Phase I FV-100 Clinical Trial-On April 29, 2008, we announced that the
Investigational New Drug application for FV-100, our highly potent oral antiviral compound in
development for the treatment of shingles, was accepted by the U.S. Food and Drug
Administration and that we had enrolled the first cohort in a Phase I clinical trial intended
to evaluate the safety and pharmacokinetics of up to four single ascending doses of FV-100 in
healthy subjects.
    
    FV-100 Data Presented at ICAR-In April 2008, we presented data from our first-in-man
Phase I clinical trial of FV-100 at the 21st International Conference on Antiviral
Research, or ICAR held in Montreal, Quebec. Pharmacokinetic and safety data from the study
suggested that FV-100, which is a prodrug, is rapidly converted to its active compound
CF-1743, and levels of CF-1743 were observed well above the EC50 for up to twelve
hours at low doses. Additionally, FV-100 appeared to be generally well tolerated, and there
were no drug-related serious adverse events observed in the trial.
 Critical Accounting Policies
   13




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
    
    Revenue Recognition
    
    Accrued Expenses
    
    Share-based Compensation
   Results of Operations
 Three Months Ended March 31, 2008 and 2007
 Summary.
 Revenue.
 Research and Development Expense.
 March 31,2008
    
    
    2007(In millions)Clinical, preclinical and manufacturing-related
expenses
    
    $
    1.2
    
    
    $
    0.1Salaries, benefits and share-based compensation expense
    
    
    1.1
    
    
    
    0.8License fees, patent-related legal fees and other
expenses
    
    
    0.6
    
    
    
    0.2Depreciation and facility related expenses
    
    
    0.5
    
    
    
    0.5Total research and development expense
    
    $
    3.4
    
    
    $
    1.6
  14




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General and Administrative Expense.
  March 31,2008
    
    
    2007(In millions)Professional and legal
fees
    
    $
    0.3
    
    
    $
    Salaries, benefits and share-based
compensation expense
    
    
    0.7
    
    
    
    0.8Other expenses
    
    
    0.3
    
    
    
    0.4Depreciation and facility-related
expenses
    
    
    
    
    
    
    0.1Total general and administrative
expense
    
    $
    1.3
    
    
    $
    1.3
 Other Income, net .
 Liquidity and Capital Resources
        15




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
    
    any changes in our strategy in the future;
    
    our development plans and the time it takes to advance our pipeline;
    
    the terms and timing of any collaborative, licensing and other arrangements that we may establish;
    
    the variability, timing and costs associated with conducting preclinical studies;
    
    the cost of manufacturing preclinical and clinical trial materials for our product candidates;
    
    the variability, timing and costs associated with conducting clinical trials, the rate of
enrollment in such clinical trials and the results of these clinical trials;
    
    the cost and the time it takes to obtain the regulatory approvals required to advance the
development of our programs or product candidates;
    
    the number of product candidates we may advance into clinical development;
    
    future payments we may receive or make under existing or future license or collaboration
agreements if any and assuming existing agreements continue;
    
    whether we obtain additional preclinical or clinical-stage product candidates or programs through
future in-licensing or acquisition;
    
    the cost to maintain a corporate infrastructure to support being a publicly-traded company; and
    
    the cost of filing, prosecuting, and enforcing patent and other intellectual property claims.
    16




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ITEM 4T. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   17




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PART II
OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 1A. RISK FACTORS
 You should carefully consider the following discussion of risks, together with the other
information contained in this Form 10-Q . The occurrence of any of the following risks could
materially harm our business, our financial condition, and our ability to raise additional capital
in the future or ever become profitable. In that event, the market price of our common stock could
decline and you could lose part or all of your investment. The Risk Factors included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2007 have not materially
changed, except as set forth below.
 Risks Relating to our Development of our Product Candidates
 All of our product candidates are still in the early stages of development and remain subject to
numerous preclinical studies, clinical testing and regulatory approval. If we are unable to
successfully develop our product candidates, our business will be materially harmed.
  
 
    
    offer therapeutic or other benefits over existing, comparable drugs;
    
    be proven safe and effective in clinical trials;
    
    have the desired effects or may include undesirable effects or the
drug candidates may have other unexpected characteristics;
    
    meet applicable regulatory standards;
    
    be capable of being produced in commercial quantities at acceptable costs; or
    
    be successfully commercialized by us or by partners.
  18




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Risks Related to Owning Our Common Stock
 We currently do not meet the standards for continued listing on The NASDAQ Global Market, and we
cannot provide any assurance that we will meet these standards in the future. If we are delisted
from this exchange, the value of your investment may substantially decrease.
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ITEM 6. EXHIBITS
  Exhibit No.
    
    Description31.1
    
    Section 302 Certification of the Chief Executive Officer and Chief Financial Officer
Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer
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SIGNATURES
  Date: May 09, 2008
    INHIBITEX, INC/s/ Russell H. PlumbRussell H. PlumbPresident, Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer  21




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EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Section 302 Certification of the Chief Executive Officer and Chief Financial Officer as
Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer
  22