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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

January 31, 2003 (Date of Report)

GENETRONICS BIOMEDICAL CORPORATION

Delaware (State or other jurisdiction of incorporation)		0-29608 (Commission File Number)		33-0969592 (IRS Employer Identification No.)

11199 Sorrento Valley Road, San Diego California, 92121-1334 (Address of principal executive offices)

(858) 597-6006 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report.)

 

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	ITEM 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1

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ITEM 2. Acquisition or Disposition of Assets.

On January 31, 2003, Genetronics Biomedical Corporation (the “Company”) completed the sale of substantially all of the properties and assets that are primarily used in its BTX Division to Harvard Bioscience, Inc., a Delaware corporation (“HBI”), for a purchase price of $3.7 million in cash of which $3.5 million was paid at the closing and the remaining $200,000 was deposited in escrow pursuant to an escrow agreement expiring in April 2004. The Company will also receive a royalty on net sales of BTX products above certain sales targets for a period of four years. The assets sold included all equipment and other tangible personal property, inventory, identified contracts, accounts receivable, intellectual property and general intangibles, licenses and authorizations and records and lists primarily used in the BTX Division. HBI also obtained rights to certain intellectual property through a license executed concurrently with the sale. HBI assumed certain of the accounts payable of the BTX Division, certain obligations under the assumed customer contracts, substantially all of the product warranty liabilities of the BTX Division and other specifically identified liabilities. The purchase price was determined by arms-length negotiations between the Company and HBI. On December 23, 2002, Seidman & Co., Inc., an independent financial advisor, delivered its oral opinion to the Company’s Board of Directors and December 24, 2002, reaffirmed its opinion in writing, that, as of that date and based on and subject to the matters described in its written letter opinion, the consideration anticipated to be received by the Company as a result of the sale of substantially all of the properties and assets that are primarily used in the BTX Division was fair from a financial point of view to the holders of the Company’s common stock.

Item 7. Financial Statements and Exhibits.

     (a)  None.

     (b)  Pro forma financial information reflecting the sale of the BTX Division is set forth on pages 3 through 6 of this Current Report on Form 8-K.

     (c)  The following exhibits are attached hereto and incorporated herein by reference.

Exhibit No.		Exhibit Description
2.1		Asset Purchase Agreement dated as of December 24, 2002 entered into by and among the Company, Genetronics, Inc. and Harvard Bioscience, Inc. (incorporated by reference from Exhibit A of the Company’s Definitive Proxy Statement filed with the SEC on January 7, 2003).
99.1		Press Release dated February 3, 2003 announcing the disposition.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial information presents pro forma information for the Company giving effect to the sale of the BTX Division, which occurred on January 31, 2003 (the “Transaction”). The pro forma consolidated financial information is based upon the historical consolidated financial statements of Genetronics Biomedical Corporation for each of the periods presented. The pro forma information is presented as of September 30, 2002 for balance sheet purposes and for the year ended December 31, 2001 and the interim period ended September 30, 2002 for statement of operations purposes.

The pro forma consolidated balance sheet as of September 30, 2002 has been presented as if the Transaction had occurred on September 30, 2002.

The pro forma consolidated statements of operations for the nine month period ended September 30, 2002 and for the year ended December 31, 2001 have been presented as if the Transaction had occurred at the beginning of each period presented.

The pro forma consolidated financial statements have been prepared by Genetronics Biomedical Corporation and all calculations have been made by Genetronics Biomedical Corporation based upon assumptions considered appropriate by the Company. Because the Transaction closed recently, the pro forma financial information is based upon preliminary estimates which could result in adjustments when the final amounts are determined. The estimates included herein are not expected to differ materially from the amounts included herein.

The pro forma consolidated financial information is unaudited, is presented for informational purposes only and does not necessarily indicate what the actual results of operations would have been had the Transaction occurred on the dates indicated, or what the future operating results or financial position of Genetronics Biomedical Corporation may be.

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Genetronics Biomedical Corporation
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
Nine Months Ended September 30, 2002

							Disposition
			As reported				Adjustments				Pro Forma
REVENUE
Net sales			$	2,663,998			$	(2,663,998	)		$	0
License fee and milestone payments				50,463								50,463
Government grants				0								0
Revenue under collaborative research and development arrangements				62,865								62,865
Total revenue				2,777,326				(2,663,998	)			113,328
EXPENSES
Cost of sales				1,128,621				(1,128,621	)			0
Research and development				2,016,737				(165,312	)			1,851,425
Selling, general and administrative				4,046,025				(1,291,356	)			2,754,669
Total operating expenses				7,191,383				(2,585,289	)			4,606,094
(Loss) income from operations				(4,414,057	)			(78,709	)			(4,492,766	)
Other income (expenses) Interest income				28,589								28,589
Interest expense				(4,560	)							(4,560	)
Foreign exchange loss				0								0
Net (loss) income			$	(4,390,028	)		$	(78,709	)		$	(4,468,737	)
Net (loss) income per share — basic and diluted			$	(0.12	)						$	(0.12	)
Shares used in calculation of earnings per share				37,812,744								37,812,744
	Basic
	Diluted			37,812,744								37,812,744

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Genetronics Biomedical Corporation
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
Nine Months Ended December 31, 2001

											Disposition
			As reported				Adjustments				Pro Forma
REVENUE
Net sales			$	3,017,747			$	(3,017,747	)		$	0
License fee and milestone payments				981								981
Government grants				0								0
Revenue under collaborative research and development arrangements				109,669								109,669
Total revenue				3,128,397				(3,017,747	)			110,650
EXPENSES
Cost of sales				1,322,763				(1,322,763	)			0
Research and development				2,325,045				(246,624	)			2,078,421
Selling, general and administrative				5,928,502				(1,956,406	)			3,972,096
Total operating expenses				9,576,310				(3,525,793	)			6,050,517
(Loss) income from operations				(6,447,913	)			508,046				(5,939,867	)
Other income (expenses) Interest income				98,865								98,865
Interest expense				(10,742	)							(10,742	)
Foreign exchange loss				0								0
Net (loss) income				(6,359,790	)			508,046				(5,851,744	)
Unrealized gain on short-term investment/reclassification of loss				(2,152	)							(2,152	)
Comprehensive loss			$	(6,361,942	)		$	508,046			$	(5,853,896	)
Net (loss) income per share — basic and diluted			$	(0.19	)						$	(0.17	)
Shares used in calculation of earnings per share				33,759,404								33,759,404
	Basic
	Diluted			33,759,404								33,759,404

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Genetronics Biomedical Corporation
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
As of September 30, 2002

						Disposition
		As Reported				Adjustments(1)				Pro Forma
Assets
Current
Cash and cash equivalents		$	1,364,982			$	3,700,000			$	5,064,982
Short term investments			994,260								994,260
Accounts receivable, net			628,388				(619,488	)			8,900
Inventories			758,622				(758,622	)			0
Prepaid expenses and other			30,030								30,030
Total current assets			3,776,282				2,321,890				6,098,172
Fixed assets, net			421,080				(55,339	)			365,741
Other assets, net			2,354,154								2,354,154
Total assets		$	6,551,516			$	2,266,551			$	8,818,067
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued expenses		$	1,020,903			$	91,905			$	1,112,808
Current portion of obligations under capital leases			21,969								21,969
Deferred revenue			201,608								201,608
Total current liabilities			1,244,480				91,905				1,336,385
Obligations under capital leases			3,873								3,873
Deferred rent			36,875								36,875
Total liabilities			1,285,228				91,905				1,377,133
Stockholders’ equity Common Stock, $0.001 par value			40,173								40,173
Additional paid-in-capital			53,259,725								53,259,725
Special warrants			3,853,177								3,853,177
Receivables from executive/stockholders for stock purchase			(33,042	)							(33,042	)
Cumulative translation adjustment			(101,997	)							(101,997	)
Accumulated deficit			(51,751,748	)			2,174,646				(49,577,102	)
Total stockholders’ equity			5,266,288				2,174,646				7,440,934
Total liabilities and stockholders’ equity		$	6,551,516			$	2,266,551			$	8,818,067

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(1)

Includes accrual of $330,000 for estimated closing costs.

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SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		GENETRONICS BIOMEDICAL CORPORATION
DATED: February 13, 2003		By:		/s/ Peter Kies
				Peter Kies Chief Financial Officer

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