##### Table of Contents



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 June 30, 2009
 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
    
    30009(Address of principal executive
offices)
    
    (Zip Code)
 (678) 746-1100
  Not Applicable
  þ o
 o 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 StatementsConsolidated Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 4T. Controls and Procedures
    
    
    17PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 6. Exhibits
    
    
    21Signatures
    
    
    22Exhibit Index
    
    
    23Exhibit 3.3EX-31.1 SECTION 302 CERTIFICATION OF THE CEO & CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
   2




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PART I
FINANCIAL INFORMATION
 INHIBITEX, INC.
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,409,993
    
    
    $
    11,507,137Short-term investments
    
    
    18,118,372
    
    
    
    21,634,880Prepaid expenses and other current assets
    
    
    770,434
    
    
    
    621,797Accounts receivable
    
    
    93,722
    
    
    
    108,558Total current assets
    
    
    25,392,521
    
    
    
    33,872,372Property and equipment, net
    
    
    1,951,215
    
    
    
    2,328,707Other assets
    
    
    33,190
    
    
    
    31,876Total assets
    
    $
    27,376,926
    
    
    $
    36,232,955LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,147,982
    
    
    $
    1,276,215Accrued expenses
    
    
    1,154,549
    
    
    
    1,001,047Current portion of notes payable
    
    
    78,125
    
    
    
    312,500Current portion of capital lease obligations
    
    
    196,014
    
    
    
    254,291Current portion of deferred revenue
    
    
    191,667
    
    
    
    441,667Other current liabilities
    
    
    200,865
    
    
    
    224,922Total current liabilities
    
    
    2,969,202
    
    
    
    3,510,642Long-term liabilities:Notes payable, net of current portion
    
    
    546,875
    
    
    
    390,625Capital lease obligations, net of current portion
    
    
    287,198
    
    
    
    387,892Deferred revenue, net of current portion
    
    
    162,500
    
    
    
    237,500Other liabilities, net of current portion
    
    
    1,196,805
    
    
    
    1,279,994Total long-term liabilities
    
    
    2,193,378
    
    
    
    2,296,011Total liabilities
    
    
    5,162,580
    
    
    
    5,806,653Stockholders equity:Preferred stock, $.001 par value; 5,000,000
shares authorized at June 30, 2009 and
December 31, 2008; none issued and outstanding
    
    
    
    
    
    
    Common stock, $.001 par value; 150,000,000 and
75,000,000 shares authorized at June 30, 2009
and December 31, 2008, respectively; 43,534,387
and 43,380,570 shares issued and outstanding at
June 30, 2009 and December 31, 2008,
respectively
    
    
    43,534
    
    
    
    43,381Warrants
    
    
    13,623,228
    
    
    
    13,742,630Accumulated other comprehensive income
    
    
    22,010
    
    
    
    111,450Additional paid-in capital
    
    
    244,246,731
    
    
    
    243,825,057Accumulated deficit
    
    
    (235,721,157
    )
    
    
    (227,296,216
    )Total stockholders equity
    
    
    22,214,346
    
    
    
    30,426,302Total liabilities and stockholders equity
    
    $
    27,376,926
    
    
    $
    36,232,955
   3




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INHIBITEX, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue:License fees and milestones
    
    $
    37,500
    
    
    $
    412,500
    
    
    $
    75,000
    
    
    $
    825,000Collaborative research and
development
    
    
    250,000
    
    
    
    375,000
    
    
    
    500,000
    
    
    
    750,000Total revenue
    
    
    287,500
    
    
    
    787,500
    
    
    
    575,000
    
    
    
    1,575,000Operating expense:Research and development
    
    
    3,680,548
    
    
    
    2,108,102
    
    
    
    7,177,608
    
    
    
    5,514,149General and administrative
    
    
    937,354
    
    
    
    1,222,339
    
    
    
    2,008,844
    
    
    
    2,563,907Total operating expense
    
    
    4,617,902
    
    
    
    3,330,441
    
    
    
    9,186,452
    
    
    
    8,078,056Loss from operations
    
    
    (4,330,402
    )
    
    
    (2,542,941
    )
    
    
    (8,611,452
    )
    
    
    (6,503,056
    )Other income, net
    
    
    46,223
    
    
    
    3,054
    
    
    
    38,072
    
    
    
    14,480Interest income, net
    
    
    54,921
    
    
    
    331,012
    
    
    
    148,439
    
    
    
    831,902Net loss
    
    $
    (4,229,258
    )
    
    $
    (2,208,875
    )
    
    $
    (8,424,941
    )
    
    $
    (5,656,674
    )Basic and diluted net loss per share
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (0.19
    )
    
    $
    (0.13
    )Weighted average shares used to
compute basic and diluted net loss
per share
    
    
    43,524,715
    
    
    
    42,909,471
    
    
    
    43,476,613
    
    
    
    42,850,270
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INHIBITEX, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
 Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (8,424,941
    )
    
    $
    (5,656,674
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    379,900
    
    
    
    480,486Share-based compensation
    
    
    300,317
    
    
    
    855,653Gain on sale of equipment
    
    
    (39,805
    )
    
    
    (17,689
    )Amortization of investment premium or discount
    
    
    (28,738
    )
    
    
    (445,121
    )Changes in operating assets and liabilities:Prepaid expenses and other assets
    
    
    (149,951
    )
    
    
    218,355Accounts receivable
    
    
    14,836
    
    
    
    (142,344
    )Accounts payable and other liabilities
    
    
    (235,479
    )
    
    
    (135,309
    )Accrued expenses
    
    
    153,502
    
    
    
    (3,176,505
    )Deferred revenue
    
    
    (325,000
    )
    
    
    425,000Net cash used in operating activities
    
    
    (8,355,359
    )
    
    
    (7,594,148
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,408
    )
    
    
    (445,550
    )Proceeds from sale of property and equipment
    
    
    39,805
    
    
    
    23,480Purchases of investments
    
    
    (11,484,194
    )
    
    
    (25,033,175
    )Proceeds from maturities and sales of investments
    
    
    14,940,000
    
    
    
    33,100,077Cash paid in connection with acquisition
    
    
    
    
    
    
    (94,761
    )Net cash provided by investing activities
    
    
    3,493,203
    
    
    
    7,550,071Cash flows from financing activities:Payments on promissory notes and capital leases
    
    
    (237,096
    )
    
    
    (534,999
    )Repurchase of common stock
    
    
    (3,213
    )
    
    
    (77,877
    )Proceeds from the issuance of common stock
    
    
    5,321
    
    
    
    11,452Net cash used in financing activities
    
    
    (234,988
    )
    
    
    (601,424
    )Decrease in cash and cash equivalents
    
    
    (5,097,144
    )
    
    
    (645,501
    )Cash and cash equivalents at beginning of period
    
    
    11,507,137
    
    
    
    14,178,143Cash and cash equivalents at end of period
    
    $
    6,409,993
    
    
    $
    13,532,642Supplemental cash flow information:Interest paid
    
    $
    35,668
    
    
    $
    30,715
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INHIBITEX, INC.
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 1. Operations
     2. Summary of Significant Accounting Policies
    Recent Accounting Pronouncements.
 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
  6




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##### Table of Contents



Recognition and Presentation of
Other-Than-Temporary Impairments
 Interim Disclosures About Fair Value of
Financial Instruments
 Subsequent Events
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles  a
replacement of FASB Statement No. 162 TM
 3. Net Loss Per Share
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss available for common stockholders
    
    $
    (4,229,258
    )
    
    $
    (2,208,875)
    
    
    $
    (8,424,941
    )
    
    $
    (5,656,674
    )Weighted average common shares outstanding used to
compute basic earnings per share
    
    
    43,524,715
    
    
    
    42,909,471
    
    
    
    43,476,613
    
    
    
    42,850,270Dilutive effect of:Stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares used to compute diluted earnings per share
    
    
    43,524,715
    
    
    
    42,909,471
    
    
    
    43,476,613
    
    
    
    42,850,270Basic net loss per share
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (0.19
    )
    
    $
    (0.13
    )Diluted loss per share
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (0.19
    )
    
    $
    (0.13
    )Number of antidilutive stock options excluded from
computation
    
    
    4,650,250
    
    
    
    5,398,310
    
    
    
    4,650,250
    
    
    
    5,398,310Number of antidilutive warrants excluded from
computation
    
    
    8,001,401
    
    
    
    8,535,097
    
    
    
    8,001,401
    
    
    
    8,535,097
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4. Stockholders Equity
 Common Stock .
 Common Stock Warrants.
 5. Share-Based Award Plans
  Stock Options
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted average risk-free interest rate
    
    
    
    
    
    
    3.03
    %
    
    
    1.87
    %
    
    
    2.65
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected weighted average volatility
    
    
    
    
    
    
    .68
    
    
    
    .69
    
    
    
    .68Expected weighted average life of options (years)
    
    
    
    
    
    
    4.0
    
    
    
    4.0
    
    
    
    4.0Weighted average fair value of options granted
    
    
    
    
    
    $
    0.34
    
    
    $
    0.17
    
    
    $
    0.45
  Weighted Average
    
    
    Weighted-Average
    
    
    Aggregate IntrinsicNumber of
    
    
    Exercise Price
    
    
    Remaining Contractual
    
    
    ValueStock Options
    
    
    Per Option
    
    
    Term
    
    
    ($000)Balance at
December 31,
2008
    
    
    4,820,459
    
    
    $
    2.33Granted
    
    
    70,500
    
    
    
    0.32Exercised
    
    
    
    
    
    
    Forfeited or
expired
    
    
    (240,709
    )
    
    
    3.35Balance at June 30,
2009
    
    
    4,650,250
    
    
    $
    2.25
    
    
    
    5.8
    
    
    $
    8
   8




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6. Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (4,229,258
    )
    
    $
    (2,208,875
    )
    
    $
    (8,424,941
    )
    
    $
    (5,656,674
    )Change in net
unrealized losses on
investments
    
    $
    (32,679
    )
    
    $
    (149,836
    )
    
    $
    (89,440
    )
    
    $
    (100,128
    )Comprehensive
loss
    
    $
    (4,261,937
    )
    
    $
    (2,358,711
    )
    
    $
    (8,514,381
    )
    
    $
    (5,756,802
    )
 7. Fair Value Measurements
  Level 1
    
    Quoted prices in active markets for identical assets or liabilities.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
    
    $
    5,655,709
    
    
    $
    5,655,709
    
    
    $
    
    
    
    $
    Short-term investments available-for-sale
    
    
    18,118,372
    
    
    
    252,607
    
    
    
    17,865,765
    
    
    
    Total
    
    $
    23,774,081
    
    
    $
    5,908,316
    
    
    $
    17,865,765
    
    
    $
    
    9




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Unrealized
    
    
    UnrealizedJune 30, 2009
    
    At Cost
    
    
    Gains
    
    
    (Losses)
    
    
    At Fair ValueCertificates of deposit and money
market funds
    
    $
    5,655,709
    
    
    $
    
    
    
    $
    
    
    
    $
    5,655,709Commercial paper
    
    
    2,246,869
    
    
    
    2,423
    
    
    
    
    
    
    
    2,249,292Corporate debt notes
    
    
    701,994
    
    
    
    245
    
    
    
    (51
    )
    
    
    702,188Debt securities of U.S. government
agencies
    
    
    14,894,957
    
    
    
    20,108
    
    
    
    (780
    )
    
    
    14,914,285US Treasury securities
    
    
    252,542
    
    
    
    65
    
    
    
    
    
    
    
    252,607Total
    
    $
    23,752,071
    
    
    $
    22,841
    
    
    $
    (831
    )
    
    $
    23,774,081
 Unrealized
    
    
    UnrealizedDecember 31, 2008
    
    At Cost
    
    
    Gains
    
    
    (Losses)
    
    
    At Fair ValueCertificates of deposit and money
market funds
    
    $
    11,603,992
    
    
    $
    
    
    
    $
    (386
    )
    
    $
    11,603,606Commercial paper
    
    
    845,999
    
    
    
    1,551
    
    
    
    
    
    
    
    847,550Corporate debt notes
    
    
    9,122,672
    
    
    
    30,488
    
    
    
    (8,117
    )
    
    
    9,145,043Debt securities of U.S. government
agencies
    
    
    10,458,387
    
    
    
    88,584
    
    
    
    (791
    )
    
    
    10,546,180US Treasury securities
    
    
    754,641
    
    
    
    157
    
    
    
    (36
    )
    
    
    754,762Total
    
    $
    32,785,691
    
    
    $
    120,780
    
    
    $
    (9,330
    )
    
    $
    32,897,141
   8. Notes Payable
 Notes Payable.
  Year Ending December 31,2009
    
    $
    2010
    
    
    78,1252011
    
    
    243,0562012
    
    
    243,0562013
    
    
    60,763Total future payments
    
    $
    625,000
  10




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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 anticipated completion of the FV-100 Phase II trial in shingles patients around the middle of 2010;
    
    our plans and timing to file an investigational new drug application for INX-189 in the first half of next year.
    
    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 our ability to fund them;
    
    potential future revenue from collaborative research agreements, partnerships, license agreements, product
related revenue or materials transfer agreements;
    
    our product candidates may have the potential to address a number of current therapeutic limitations, such as
inadequate potency, diminishing efficacy due to the emergence of drug-resistant viruses, toxic or adverse side
effects, complex dosing schedules, and inconvenient routes of administration and other unmet needs in their
intended indications; and
    
    and anticipated future and increased net 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: not obtaining
regulatory approval on a timely basis, or at all, to advance the development of an HCV clinical
candidate into clinical trials; either we, the FDA, or an investigational review board suspending
or terminating the clinical development of FV-100 for lack of safety, manufacturing issues or other
clinical reasons; FV-100 not demonstrating sufficient efficacy in reducing the incidence and
severity of shingles-related symptoms, including acute pain and PHN, to be clinically relevant or
commercially viable; the results of ongoing or future preclinical studies of the INX-189 not
supporting its further development; Wyeth not terminating our license and collaborative research
agreements; our 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 an appropriate safety and/or efficacy
profile of our product candidates; our ability to secure and use third-party clinical and
preclinical research and data management organizations and manufacturers not fulfilling their
contractual obligations or otherwise performing 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
or not infringe on the intellectual property rights of others; our collaborators failing to 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; changes in general
economic business or competitive conditions; and other statements contained elsewhere in this
Quarterly Report on Form 10-Q (including the Risk Factors section herein) and risk factors
described in or referred to in greater detail in the Risk Factors section of Form 10-K for the
year ended December 31, 2008 and in the Risk Factors section of Form 10-Q for March 31, 2009.
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.
  11




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Inhibitex ® ,
MSCRAMM ®
 and Aurexis ® are
registered trademarks of Inhibitex, Inc. MSCRAMM is an acronym for Microbial Surface Components
Recognizing Adhesive Matrix Molecules
 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
     Recent Developments
 FV-100 
 HCV Nucleoside Polymerase Inhibitors nd
 NASDAQ Listing Transfer 
 Critical Accounting Policies
   12




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
    
    Revenue Recognition
    
    Accrued Expenses
  Fair Value
Measurements" Recognition and
Presentation of Other-Than-Temporary Impairments Interim Disclosures
About Fair Value of Financial Instruments Subsequent Events
 Results of Operations
 Three Months Ended June 30, 2009 and 2008
 Summary.
 Revenue.
 Research and Development Expense.
  June 30,2009
    
    
    2008(In millions)Direct clinical,
preclinical and
manufacturing-related
expenses
    
    $
    1.5
    
    
    $
    (0.2
    )Salaries, benefits and
share-based
compensation
expense
    
    
    1.0
    
    
    
    1.0License fees,
patent-related legal
fees and other
expense
    
    
    0.7
    
    
    
    0.7Depreciation and
facility related
expenses
    
    
    0.5
    
    
    
    0.6Total research and
development
expense
    
    $
    3.7
    
    
    $
    2.1
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General and Administrative Expense.
  June 30,2009
    
    
    2008(In millions)Salaries, benefits and
share-based compensation
expense
    
    $
    0.4
    
    
    $
    0.6Professional and legal
fees
    
    
    0.2
    
    
    
    0.3Other
expenses
    
    
    0.2
    
    
    
    0.2Depreciation and facility related
expenses
    
    
    0.1
    
    
    
    0.1Total general and
administrative
expense
    
    $
    0.9
    
    
    $
    1.2
 Interest Income, net .
 Six Months Ended June 30, 2009 and 2008
 Summary.
 Revenue.
 Research and Development Expense.
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June 30,2009
    
    
    2008(In millions)Direct clinical,
preclinical and
manufacturing-related
expenses
    
    $
    3.0
    
    
    $
    0.9Salaries, benefits and
share-based compensation
expense
    
    
    2.0
    
    
    
    2.2License fees, patent-related
legal fees and other
expenses
    
    
    1.3
    
    
    
    1.3Depreciation and facility
related
expenses
    
    
    0.9
    
    
    
    1.1Total research and
development
expense
    
    $
    7.2
    
    
    $
    5.5
 General and Administrative Expense.
  June 30,2009
    
    
    2008(In millions)Salaries, benefits and
share-based compensation
expense
    
    $
    0.9
    
    
    $
    1.3Professional and legal
fees
    
    
    0.5
    
    
    
    0.6Other
expenses
    
    
    0.5
    
    
    
    0.6Depreciation and facility-related
expenses
    
    
    0.1
    
    
    
    0.1Total general and
administrative
expense
    
    $
    2.0
    
    
    $
    2.6
 Interest Income, net .
 Liquidity and Capital Resources
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
    
    our development plans for our product candidates, including any changes in our strategy;
    
    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 variability, timing and costs associated with conducting preclinical studies;
    
    the cost of manufacturing preclinical and clinical trial materials for our product candidates;
    
    the cost to obtain and the timing of regulatory approvals required to advance the development of our
product candidates;
    
    the terms and timing of any collaborative, licensing and other arrangements that we may establish;
    
    future payments we may receive or make under existing or future license or collaboration agreements, if any;
    
    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.
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ITEM 4T.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
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PART II
OTHER INFORMATION
 
 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 ability to continue to operate our business, our financial
condition, or 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, 2008 and the Companys Quarterly Reports on Form 10-Q for the period ended March
31, 2009 have not materially changed, except as set forth below.
 Risks Relating to our Development of our Product Candidates
 All of our product candidates are in the early stages of development and their commercial viability
remains subject to future clinical trials, preclinical studies, regulatory approvals and the risk
generally inherent in these activities. 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 or unexpected effects);
    
    meet applicable regulatory standards;
    
    be capable of being produced in commercial quantities at acceptable costs; or
    
    be successfully commercialized by us or by collaborators.
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In order to develop our product candidates and support our operations beyond the next 12 months
from the date of this filing, we expect that we will need to raise additional capital. Such capital
may not be available to us on acceptable terms, if at all, which
could materially harm our business and business prospects, and the price of our common stock could
suffer a decline in value.
   
    
    our ability to successfully advance the development of our product candidates;
    
    the time and cost to complete the requisite preclinical studies, clinical
trials and receive regulatory approval to advance our product candidates
through the requisite phases of clinical development;
    
    the amount of future payments, if any, received or made under existing or future license,
collaboration or similar strategic arrangements; and
    
    the costs associated with protecting or expanding our patent and other intellectual property rights;
 We currently do not meet the standards for continued listing on The NASDAQ Capital Market, and we
cannot provide any assurance that we will meet these standards in the future. If we are delisted
from this exchange, the price of our common stock may substantially decrease.
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##### Table of Contents



ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Russell H. Plumb
    
    For
    
    
    31,897,335
    
    
    Withheld
    
    
    2,526,775Gabriele M. Cerrone
    
    For
    
    
    31,048,477
    
    
    Withheld
    
    
    3,375,633
   For
    
    25,959,002Against
    
    8,424,813Abstain
    
    40,293
   20




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##### Table of Contents



ITEM 6.
    
    EXHIBITS
  Exhibit No.
    
    Description3.3
    
    
    Certificate of Amendment to the Eight Amended and Restated Certification of Incorporation31.1
    
    
    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
  21




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##### Table of Contents



SIGNATURES
  Date: August 12, 2009
    
    INHIBITEX, INC/s/ Russell H. PlumbRussell H. PlumbPresident, Chief Executive Officer,Chief Financial Officer and Chief Accounting Officer
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EXHIBIT INDEX
 Exhibit No.
    
    Description3.3
    
    
    Certificate of Amendment to the Eight Amended and Restated Certification of Incorporation31.1
    
    
    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
  23