Edgar Filing: ACCELR8 TECHNOLOGY CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended April 30, 2009
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or

[ ] 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: 0-11485

ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)

COLORADO 84-1072256
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

7000 N Broadway, Bldg. 3-307, Denver, CO 80221
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(Address of principal executive offices) (Zip Code)

(303) 863-8088
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(Registrant's telephone number, including area code)

-----------------
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 10,226,210

INDEX
Page
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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets April 30, 2009 (unaudited) and
July 31, 2008 3

Condensed Statements of Operations for the
three and nine months ended April 30, 2009
and 2008 (unaudited) 4

Condensed Statements of Cash Flows for the
nine months ended April 30, 2009 and 2008
(unaudited) 5

Notes to Unaudited Condensed Financial Statements 6-11

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-20

Item 3. Quantitative and Qualitative Disclosures About Market Risk 21

Item 4. Controls and Procedures 21

Part II. OTHER INFORMATION

Item 1. Legal Proceedings 21

Item 1A. Risk Factors 21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21

Item 3. Defaults Upon Senior Securities 21

Item 4. Submission of Matters to a Vote of Security Holders 22

Item 5. Other Information 22

Item 6. Exhibits 22

SIGNATURES 23-28
CERTIFICATION OF OFFICERS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

Accelr8 Technology Corporation
Condensed Balance Sheets
ASSETS

April 30, 2009 July 31, 2008
-------------- -------------
(Unaudited)

Current assets:
Cash and cash equivalents $ 978,901 $ 1,233,100
Accounts receivable 0 6,334
Inventory 69,395 97,268
Prepaid expenses and other current assets 37,920 39,338
------------ ------------
Total current assets 1,086,216 1,376,040

Property and equipment, net 20,340 37,398

Investments, net 1,072,231 1,067,327

Intellectual property, net (Note 3) 3,203,665 3,346,701
------------ ------------

Total assets $ 5,382,452 $ 5,827,466
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 125,604 $ 133,628
Accrued compensation and other liabilities 26,765 25,889
Deferred revenue (see Note 8) 118,979 112,651
------------ ------------
Total current liabilities 271,348 272,168

Long-term liabilities:

Deferred compensation 1,128,482 1,142,327
------------ ------------
Total liabilities 1,399,830 1,414,495
------------ ------------

Commitments and Contingencies

Shareholders' equity
Common Stock, no par value; 14,000,000 shares authorized;
10,226,210 shares issued and outstanding 13,803,820 13,803,820
Contributed capital 1,079,593 922,586
Accumulated (deficit) (10,627,191) (10,039,835)
Shares held for employee benefit (1,129,110 shares at cost) (273,600) (273,600)
------------ ------------
Total shareholders' equity 3,982,622 4,412,971
------------ ------------

Total liabilities and shareholders' equity $ 5,382,452 $ 5,827,466
============ ============

Accelr8 Technology Corporation
Condensed Statements of Operations
For the Three and Nine Months ended April 30, 2009 and 2008
(Unaudited)

3 Months Ended April 30 9 Months Ended April 30
2009 2008 2009 2008
------------ ------------ ------------ ------------

Revenues:
OptiChem(R) revenues $ 28,527 $ 0 $ 43,672 $ 53,642
Technical development fees 300,000 0 900,000 0
Option fees 0 54,545 0 100,000
Royalties 0 6,352 0 6,352

License fees (see Note 8) (50,000) 0 0 100,000
------------ ------------ ------------ ------------
Total Revenues 278,527 60,897 943,672 259,994
------------ ------------ ------------ ------------

Costs and expenses:
Research and development 209,921 153,722 564,299 674,897
General and administrative 224,203 201,704 688,380 609,989
Amortization 61,936 60,404 185,233 182,141
Marketing and sales 2,524 1,356 9,353 10,499
Depreciation 5,686 12,036 17,058 39,146
Cost of sales 0 0 0 9,032
------------ ------------ ------------ ------------
Total costs and expenses 504,270 429,222 1,464,323 1,525,704
------------ ------------ ------------ ------------

Loss from operations (225,743) (368,325) (520,651) (1,265,710)
------------ ------------ ------------ ------------

Other income:
Gain (loss) sale of
equipment 0 0 0 51,761
Interest and dividend
income 2,394 16,720 16,460 52,999
Unrealized gain (loss) on
investments 14,422 (19,163) (83,165) (37,181)
------------ ------------ ------------ ------------
Total other income 16,816 (2,443) (66,705) (67,579)
------------ ------------ ------------ ------------

Net loss $ (208,927) $ (370,768) $ (587,356) $ (1,198,131)
============ ============ ============ ============

Net loss per share:
Basic and diluted net loss
per share $ (.02) $ (.04) $ (.06) $ (.12)
============ ============ ============ ============

Weighted average shares
outstanding 10,226,210 10,096,586 10,226,210 10,012,736
============ ============ ============ ============

Condensed Statements of Cash Flows
For the Nine Months Ended April 30, 2009 and 2008
(Unaudited)

2009 2008
----------- -----------

Cash flows from operating activities:
Net loss $ (587,356) $(1,198,131)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation 17,058 39,146
Amortization 185,233 182,141
Fair value of stock options granted for services 157,007 67,335
Unrealized holding (gain) loss on investments 83,165 37,181
Reinvested earnings - interest and dividends (13,071) (27,601)
(Gain) on sale of fixed assets 0 (51,761)

(Increase) decrease in assets:
Accounts receivable 6,334 5,625
Inventory 27,873 8,995
Prepaid expense and other 1,419 (10,281)
Increase (decrease) in liabilities:
Accounts payable (8,022) 13,000
Accrued liabilities 876 (15,788)
Deferred revenue 6,328 69,831
Deferred compensation (13,846) 49,412
----------- -----------
Net cash (used in) operating activities (137,002) (830,896)
----------- -----------

Cash flows from investing activities:
Sales proceeds - fixed assets 0 70,000

Purchases of equipment and patents (42,197) (81,013)
Contribution to deferred compensation trust (75,000) (75,000)
----------- -----------
Net cash used in investing activities (117,197) (86,013)
----------- -----------

Cash flows from financing activities:
Sale of Common Stock & warrants 0 800,000
----------- -----------
Net cash provided by financing activities 0 800,000
Decrease in cash and cash equivalents (254,199) (116,909)

Beginning balance 1,233,100 1,393,669
----------- -----------

Ending balance $ 978,901 $ 1,276,760
=========== ===========

Note 1. Basis of Presentation

The financial statements included herein have been prepared by Accelr8
Technology Corporation (the "Company") without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with our annual audited financial statements dated July 31, 2008,
included in our annual report on Form 10-KSB as filed with the SEC.

Management believes that the accompanying unaudited financial statements are
prepared in conformity with generally accepted accounting principles, which
require the use of management estimates, and contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented. The results of operations for the three
months and nine months ended April 30, 2009 may not be indicative of the results
of operations for the year ended July 31, 2009.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, accounts receivable, and
notes receivable, including receivables from major customers. The Company grants
credit to domestic and international clients in various industries. Exposure to
losses on accounts receivable is principally dependent on each client's
financial position. The Company performs ongoing credit evaluations of its
clients' financial condition.

Estimated Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at April 30, 2009 and July 31,
2008. The carrying value of all other financial instruments potentially subject
to valuation risk, principally consisting of accounts receivable and accounts
payable, also approximate fair value.

Income Taxes

The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income
Taxes," on August 1, 2007. The adoption of FIN 48 resulted in no adjustment to
opening retained earnings. The Company has no unrecognized tax benefits. Should
the Company determine that any penalty and interest be accrued as a result of
current or future tax positions taken on its returns, such penalties and
interest will be accrued in its financial statements as other non-interest
expense and as interest expense during the period in which such determination is
made.

The Company files federal and state income tax returns. These returns are
subject to examination by taxing authorities for all tax years after 2002.

Note 3. Recently Issued Accounting Pronouncements

In December 2007, the FASB issued FAS 160 which changes the accounting and
reporting for minority interests. Minority interests will be recharacterized as
noncontrolling interests and will be reported as a component of equity separate
from the parent's equity, and purchases or sales of equity interests that do not
result in a change in control will be accounted for as equity transactions.

In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in earnings. FAS
160 is effective for annual periods beginning on or after December 15, 2008. The
Company does not expect the adoption of FAS 160 to have an effect on its
financial statements.

In December 2007, the FASB issued SFAS 141(revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R will significantly change the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, intellectual property research
& development and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in
a business combination after the measurement period will impact income tax
expense. SFAS 141R is effective for fiscal years beginning after December 15,
2008. The Company has not yet determined the impact, if any, of SFAS 141R on its
financial statements.

whether a contractual renewal or extension clause can be accomplished without
substantial cost or material modifications of the existing terms and conditions
associated with the asset. Instead, FSP FAS 142-3 requires that an entity
consider its own experience in renewing similar arrangements. An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists. FSP FAS 142-3 is effective for year ends beginning after
December 15, 2008 with early adoption prohibited. We have not yet determined the
effect, if any, of the adoption of this statement on our financial condition or
results of operations.

Note 4. Intellectual Property

Intellectual property consisted of the following:

April 30, 2009 July 31, 2008
-------------- -------------

OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 453,829 411,632
Trademarks 49,019 49,019
----------- -----------
Total intellectual property 4,957,386 4,915,189
Accumulated amortization (1,753,721) (1,568,488)
=========== ===========
Net intellectual property $ 3,203,665 $ 3,346,701
=========== ===========

Intellectual properties are recorded at cost and are being amortized on a
straight-line basis over their estimated useful lives of 20 years, which
approximates the patent and patent application life of the OptiChem(R)
technologies. Amortization expense was $185,233 and $182,141, respectively, for
the nine months ended April 30, 2009 and 2008.

The Company routinely evaluates the recoverability of its long-lived assets
based upon estimated future cash flows from or estimated fair value of such
long-lived assets. If in management's judgment, the anticipated undiscounted
cash flows or estimated fair value are insufficient to recover the carrying
amount of the long-lived asset, the Company will determine the amount of the
impairment, and the value of the asset will be written down. Management believes
that the fair value of the technology exceeds the carrying value. However, it is
possible that future impairment testing may result in intangible asset
write-offs, which could adversely affect the Company's financial condition and
results of operations.

Note 5. Research and Option Agreement and License and Supply Agreements

Effective May 16, 2008, the Company and Becton, Dickinson and Company ("BD")
entered into a Research and Option Agreement (the "Agreement").

The Agreement provides for the establishment of a research program until October
31, 2009 whereby BD will fund certain research work by the Company relating to
the Company's BACcel(TM) rapid pathogen diagnostics platform (the "BACcel(TM)
Platform"). The research program includes mutually agreed upon milestones to
support BD's product development planning. Under the terms of the Agreement, in
connection with the research program, the Company will receive certain periodic
payments from BD between the date of the Agreement and July 1, 2009.

The Agreement also grants BD an option to acquire for an upfront payment an
exclusive license (the "Exclusive License") from the Company for certain
know-how and patent rights relating to the BACcel (TM) Platform. The Exclusive
License also provides for the Company to receive royalty payments on worldwide
sales. The Exclusive License contains certain diligence requirements for BD to
develop and commercialize such products. If BD exercises the option but fails to
meet certain terms of the Exclusive License, the Company has the option to
convert the Exclusive License to a non-exclusive license. If BD does not
exercise the Exclusive License Accelr8 will receive a non-exclusive license from
BD for certain intellectual property.

Pursuant to the Agreement, from the date of the Agreement until October 31,
2009, the Company agreed not to engage in or participate in any discussions or
negotiations with parties other than BD for the joint development of, licensing
of or intellectual property relating to the BACcel(TM) Platform.

Unless earlier terminated pursuant to the terms of the Agreement, the Agreement
shall terminate upon the Exclusive License Agreement or the non-exclusive
license from BD to the Company coming into effect.

On November 24, 2007 the Company extended its non-exclusive Slide H license to
Schott Jenaer Glas GmbH ("Schott") for three additional years, to expire on
November 23, 2010. Terms of the extended license are similar to those of the
original license, with total up-front payment of $100,000 of which $50,000
represents a license fee and $50,000 represents prepaid royalties. Schott will
continue to pay royalties of 6% of net sales for Slide H sales. On January 9,
2009 the Company extended the non-exclusive Slide H license for one additional
year, from November 24, 2010 to November 24, 2011, for which we received $50,000
in prepayment with royalties continuing at the 6% rate.

The Company had also granted another royalty-bearing license to Schott for
Streptavidin slides (Slide HS) for two years, which expired on December 31,
2008. Up-front payment totaled $100,000 with $50,000 for a license fee and
$50,000 in prepaid royalties, with a royalty rate of 8%. We then extended a
limited non-exclusive Slide HS license to coincide with that for Slide H, to
jointly expire no later than November 24, 2011. The royalty rate will continue
at 8%.

The Company entered into an exclusive seven-year license with NanoString
Technologies Inc. on October 5, 2007. The license grants to NanoString the right
to apply OptiChem(R) coatings to NanoString's proprietary molecular detection
products. Pursuant to the license agreement, NanoString paid the Company a
non-refundable fee of $100,000 of which $50,000 was credited against future
royalties. Under the royalty-bearing license, NanoString is to pay the Company a
royalty at the rate of eight percent (8%) of net sales for sales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
Royalties of $1,881 and $2,673 were earned during the three months and nine
months period, respectively, ended April 30, 2009.

Note 6. Employee Stock Based Compensation

On April 30, 2009, there were Common Stock options outstanding at prices ranging
from $1.45 to $4.50 with expiration dates between May 6, 2009 and October 28,
2018. For the three months ended April 30, 2009 and 2008, stock options
exercisable into 1,105,000 and 1,187,500 shares of Common Stock, respectively,
were not included in the computation of diluted earnings per share because their
effect was antidilutive.

For the quarters ended April 30, 2009 and 2008, the Company accounted for stock
based compensation to employees and directors using SFAS No. 123 (revised 2004),
"Share-Based Payment" (SFAS 123R), which replaces SFAS 123 and supersedes APB
Opinion No. 25. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values. Under SFAS 123R, we apply the standard to
new awards, and to awards modified, repurchased, or cancelled after the required
effective date. Additionally, compensation cost for the unvested portion of
awards outstanding as of the effected date of SFAS 123R are recognized as
compensation expense as the requisite service is rendered after the required
effective date.

The fair value of options granted under the stock option agreements and
stock-based compensation plans are estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the three months and nine months ended April 30,
2009 and April 30, 2008: no dividend yield; risk free interest rate of 4% to 5%;
expected life of 3-10 years; and expected volatility of 66% to 51%. The weighted
average remaining contractual life of options outstanding at April 30, 2009 and
2008 was 4.50 and 4.11 years, respectively.

As of April 30, 2009, the total unrecognized share-based compensation cost
related to unvested stock options was approximately $25,144. For the nine-month
periods ended April 30, 2009 and April 30, 2008, the Company recognized $30,699
and $29,527 and for the nine-month periods ended April 30, 2009 and April 30,
2008 the Company recognized $157,007 and $67,335 in stock based compensation
costs related to the issuance of stock options to employees. This cost was
calculated in accordance with SFAS No. 123R and is reflected in the Company's
operating expenses.

Note 7. Stockholders Equity

On March 6, 2008, we held a closing on the sale (the "Offering") to accredited
investors of an aggregate of 200,000 shares of the Company's no par value Common
Stock sold at $4.00 per share (the "Common Stock") and warrants to purchase
100,000 shares of Common Stock at a purchase price of $5.50 per share that
expire 30 months from the date of issuance (the "Warrants")(the "Common Stock
and the Warrants are referred to herein as the "Securities").

The Warrants have customary weighted-average anti-dilution rights with respect
to any subsequent issuance of common stock or common stock equivalents at a
price less than $5.50 per share (subject to adjustment), and otherwise in
connection with forward or reverse stock splits, stock dividends,
recapitalizations, and the like. The anti-dilution provisions are not applicable
to employee stock options and shares issued in connection with certain mergers
and acquisitions. The Company received $800,000 in proceeds from the sale of the
Securities. The Company paid no commissions in connection with the Offering.
Investors in the units have "piggyback" registration rights with respect to the
resale of the shares of Common Stock, as well as the shares issuable upon
exercise of the Warrants.

Note 8: Reclassifications

Certain items of revenue have been reclassified in the current financial
statements to correct revenue classification. These changes have no effect on
the financial statements as previously reported.

Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations

Forward Looking Information

This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Company, intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements, which can be identified by the use of words such as "may," "will,"
"expect," "anticipate," "estimate," or "continue," or variations thereon or
comparable terminology, include the plans and objectives of management for
future operations, including plans and objectives relating to the products and
future economic performance of the Company. In addition, all statements other
that statements of historical facts that address activities, events, or
developments the Company expects, believes, or anticipates will or may occur in
the future, and other such matters, are forward-looking statements.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions that the Company will retain key management
personnel, BD will exercise the Exclusive License, the Company will be
successful in the development of the BACcel(TM) system, the Company will have
sufficient capital to complete the development of the BACcel(TM) system and to
continue operations, the Company will be able to protect its intellectual
property, the Company's ability to respond to technological change, that the
Company will accurately anticipate market demand for the Company's products and
that there will be no material adverse change in the Company's operations or
business. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and

future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in forward-looking
statements will be realized. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

The following discussion should be read in conjunction with the Company's
unaudited condensed financial statements and related notes included elsewhere
herein. The Company's future operating results may be affected by various trends
and factors which are beyond the Company's control. These include, among other
factors, general public perception of issues and solutions, and other uncertain
business conditions that may affect the Company's business. The Company cautions
the reader that a number of important factors discussed herein, and in other
reports, filed with the Securities and Exchange Commission including the risks
in the section entitled "Risk Factors" its 10-KSB for the year ended July 31,
2008, could affect the Company's actual results and cause actual results to
differ materially from those discussed in forward-looking statements.

Overview

Our vision is to develop and commercialize an innovative diagnostic system for
use with critically ill patients for rapid identification of bacteria and
specific strains based on the presence of major antibiotic resistance
mechanisms. Our business strategy is to demonstrate the value of our technology
in the broad market for biomedical products with the intent of licensing our
proprietary technology to established market leaders.

We are developing the BACcel(TM) system, a rapid bacterial diagnostic platform,
by integrating our proprietary technologies into an automated system.
Proprietary technologies include OptiChem(R) surface coatings, and various
innovative assay processing methods. We have received patents or we have patent
applications pending for the major technology components, methods, and systems.

The BACcel(TM) system development project began with a number of innovative
analytical biological concepts that had no direct precedent, but which adapted
well-accepted microbiological testing principles for automated analysis. Until
now, these testing principles have only been applied to cultures that contain
hundreds of millions of bacteria descended from single organisms, hand-selected
as cultured colonies grown from a patient specimen.

The BACcel(TM) system is based on simple transformations of standard methods,
using advanced automation technology to achieve substantially better performance
than is possible with current testing methods. We believed that speed and
precision should be possible by analyzing, as individuals, many thousands of
cells extracted directly from the patient specimen. This contrasts with standard
culturing in which the descendants of fewer than ten cells are presumed to

represent the entire infectious bacterial population in a specimen, and with
which many hours of repeated growth are required to perform analyses. Typically,
initial testing requires 2-3 days, which is too late to help guide the physician
to make treatment decisions for critically ill patients who often become
infected with drug-resistant bacteria. As a result, initial therapy typically
proves inadequate in 20% to 40% of such cases, causing high mortality, serious
medical complications, and extended length of stay.

Published studies on ICU patients consistently show that a hospital-acquired
infection doubles the risk of mortality and complications. Infection with a
multi-resistant organism quadruples risks relative to comparable un-infected
patients. The most important reason for elevated risk is inadequate initial
therapy, caused by widespread and complex mechanisms of drug resistance.

We intend the BACcel(TM) system to report bacterial quantitation and
identification within 2 hours of patient specimen processing. We plan to augment
the first reported identification with additional identification of major
antibiotic resistance mechanisms. We believe that resistance mechanism
identification will require no more than 4 additional hours for a test battery,
with some results becoming available more quickly than others. We have presented
research results to the clinical community that are consistent with our
performance objectives.

The purpose of this strategy is to narrow the drug choices for initial therapy
by identifying major resistance mechanisms that are likely to cause drugs to
fail. If successful, this approach would help the physician to subtract
ineffective drugs from the list of available drugs, leaving those that are most
likely to control the infection as initial therapy.

For example, the first report might state that a significant number of common
"Staph" is present in a patient specimen, likely causing a patient's infection.
The second report might then state that all of the organisms fall into a major
antibiotic resistance group known as "MRSA" (methicillin resistant
Staphylococcus aureus, often referred to as "superbugs" in news reports because
of their multiple drug resistance). This identification eliminates from
consideration the most important drugs otherwise preferred for treating Staph
infections.

The same follow up report would also include the identification of additional
important resistance mechanisms that might similarly rule out the next most
important drugs. In this way, we believe that the BACcel(TM) system will
systematically test for the most significant resistance mechanisms. This would
leave the physician with specific drug choices that are most likely to prove
effective. From these, the physician would then be able to hold in reserve those
drugs considered "salvage" or "last choice" drugs. This approach of reserving
drugs helps to delay the emergence of resistance for the few drugs still
available to treat highly resistant strains.

Present practices cannot provide specific guidance, so the physician now has no
choice but to use drugs that would otherwise be reserved, in order to assure
initial infection control but thereby accelerating the risk of losing their
value.

Popular news media have reported widely about MRSA as a multi-resistant
"superbug." However, organizations such as the CDC (US Centers for Disease
Control and Prevention) and IDSA (Infectious Diseases Society of America) have
also identified other multi-drug resistant organisms as presenting even greater
threats. They include Pseudomonas, Acinetobacter, E. coli, and Klebsiella. In
the hospital ICU, MRSA typically causes no more than about 30% of mortality
attributed to acquired infections. The other organisms just listed account for a
much higher percentage.

To the best of management's knowledge, based on outside opinions and direct
market research, Accelr8 is the only organization in the world to be developing
a rapid diagnostic solution that includes these organisms and strain types.

To date, we have established the functional requirements of the BACcel(TM)
platform. We have begun testing the specific analyses required in the BACcel(TM)
system and published the results at major scientific and clinical conferences.
We have been guided by leading medical experts in our development strategy and
research prototype design.

During the next twelve months, the Company intends to expand its experimental
data to characterize and validate test performance to be used in future versions
of the BACcel(TM) system. In addition, we expect to further define requirements
for a commercial research product in advance of clinical product development.

In parallel to the BACcel(TM) system development, we have developed and
independently licensed OptiChem(R) surface coatings to other companies for use
in microarraying and other molecular detection products. We have granted Schott
Jenaer Glas GmbH, a global leader in high-quality glass manufacturing, a
non-exclusive license to manufacture and market microarraying slides using
OptiChem(R) coatings. We have also licensed NanoString Technologies Inc. to use
OptiChem(R) in their innovative molecular bar-coding systems for
high-sensitivity gene expression analysis.

During the quarter ended January 31, 2008, we placed two development systems in
outside academic research facilities. One system is in the Denver Health Medical
Center. The other is in Barnes-Jewish Hospital, St. Louis. The outside
investigators are using the systems for technical validation of the analytical
methods. These investigators have presented their findings at the annual
meetings of the American Society for Microbiology (ASM) in May, 2008 and May,
2009. They also presented their research results at the Interscience Conference
on Antimicrobial Agents and Chemotherapy (ICAAC) in September, 2008.

In the quarter ended April, 2009 the Denver Health researchers received a notice
of a grant (a Team Science Award) from the Colorado Clinical and Translational
Sciences Institute of the University of Colorado Denver (CCTSI) to apply
Accelr8's system in a prospective infection surveillance trial with critically
ill patients at risk of acquiring ventilator-associated pneumonia. Denver Health
continues to seek additional grants to apply the BACcel (TM) platform.

We intend to continue making technical presentations concerning our research
results to the clinical community for the remainder of 2009 and beyond. Research
collaborators at Denver Health and Barnes-Jewish may continue to contribute to
these presentations.

During the quarter ended April 30, 2009, we also continued scale-up and
expansion of our proprietary antibody development. We have now developed more
advanced and more mature polyclonal IgY antibodies against Staphylococcus aureus
and Pseudomonas aeruginosa at the species level, and against the Acinetobacter
baumannii complex of clinically relevant genomospecies. The mature antibodies
have demonstrated high levels of sensitivity and specificity. We have also
initiated a pilot project for developing monoclonal antibodies, which are
desirable for production scaleup if they sustain high performance. These
materials provide support for BACcel(TM) system development, outside research
collaborations, and additional test development. We have also initiated
development of secondary indicators and selective media to augment the
antibodies in robust identification methods.

On January 6, 2009, Accelr8 Technology Corporation (the "Company") was notified
by the staff of the NYSE Alternext US LLC (the "Exchange"), formerly known as
the American Stock Exchange, Inc., that the staff has determined, following a
review of publicly available information, that the Company is not in compliance
with Section 1003(a)(iii) of the NYSE Alternext Company Guide (the "Company
Guide") in that it has stockholder equity of less than $6 million and losses
from continued operations and net losses in its five most recent fiscal years.

In order to maintain its listing, the Company submitted a plan on February 6,
2009 (the "Plan") advising the Exchange of action it has taken or will take,
that would bring it into compliance with the continued listing standards.

On March 18, 2009 the Company received a notice from the staff (the "Exchange
Staff") of Alternext indicating that the Exchange Staff granted a listing
extension on the basis of the plan submitted by the Company to regain compliance
with listing standards by July 6, 2010. Specifically, the Company has shown how
it plans to regain compliance with Section 1003 (a)(iii) of the Company Guide
with objectives to include stockholders' equity to equal or exceed $6,000,000
and for continuing operations and net income to reverse from losses sustained in
its five most recent fiscal years. The Company is subject to periodic review by
the Exchange to determine whether it is making progress consistent with the
Plan.

Recently Issued Accounting Pronouncements

In April 2008, the FASB issued Staff Position FAS 142-3, "Determination of the
Useful Life of Intangible Assets" ("FSP FAS 142-3") which amends the factors an
entity should consider in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FAS No. 142,
"Goodwill and Other Intangible Assets" ("FAS No. 142"). FSP FAS 142-3 applies to
intangible assets that are acquired individually or with a group of assets and
intangible assets acquired in both business combinations and asset acquisitions.
It removes a provision under FAS No. 142, requiring an entity to consider
whether a contractual renewal or extension clause can be accomplished without
substantial cost or material modifications of the existing terms and conditions
associated with the asset. Instead, FSP FAS 142-3 requires that an entity
consider its own experience in renewing similar arrangements. An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists. FSP FAS 142-3 is effective for year ends beginning after
December 15, 2008 with early adoption prohibited. We have not yet determined the
effect, if any, of the adoption of this statement on our financial condition or
results of operations.

CHANGES IN RESULTS OF OPERATIONS: THREE MONTHS ENDED APRIL 30, 2009 COMPARED TO
THREE MONTHS ENDED APRIL 30, 2008.

During the three months ended April 30, 2009, OptiChem(R) revenues were $28,527
as compared to $0 during the three month period ended April 30, 2008, an
increase of $28,527. The increase was due to the licensing of the production of
slides to others while retaining a royalty interest only.

Technical development fees during the three-month period ended April 30, 2009
were $300,000 as compared to $0 during the three-month period ended April 30,
2008, an increase of $300,000. Technical development fees were received as a
result of the Research and Option Agreement with BD entered into in May 2008.

There were option fees of $0 during the three months ended April 30, 2009
compared to $54,545 during the three months ended April 30, 2008, an increase of
$54,545. This was the result of receiving an option payment from Becton
Dickinson & Company. The amount represents the earned portion of such option
contract during the three months ended April 30, 2008.

The license fees for the three months ended April 30, 2009 were $(50,000) as
compared to $0 during the three months ended April 30, 2008. The decrease in
license fees was the result of the reclassification of license fees to deferred
revenue.

Research and development expenses for the three months ended April 30, 2009 were
$209,921 as compared to $153,722 during the three months ended April 30, 2008,
an increase of $56,199 or 36.6%. This increase was primarily due to increased
direct supply costs related to the development of the BACcel(TM) system.

During the three months ended April 30, 2009, general and administrative
expenses were $224,203 as compared to $201,704 during the three months ended
April 30, 2008, an increase of $22,499 or 11.1%. The increase was primarily due
to increases in consulting and salary expenses.

The increase in amortization was negligible for the three months ended April 30,
2009 as compared to the three month period ended April 30, 2008.

Marketing and sales expenses for the three months ended April 30, 2009 were
$2,524 as compared to $1,356 during the three months ended April 30, 2008, an
increase of $ 1,168 or 86.2%. The increase was primarily due to expenses related
to presentations at scientific conferences.

Depreciation for the three months ended April 30, 2009 was $5,686 as compared to
$12,036 during the three months ended April 30, 2008, a decrease of $6,350 or
52.7%. The decreased depreciation was the result of some assets becoming fully
depreciated, coupled with no new purchases of on-site lab equipment during the
quarter ended April 30, 2009.

As a result of the above factors, loss from operations for the three months
ended April 30, 2009 was $225,743 as compared to a loss of $368,325 during the
three months ended April 30, 2008, a decreased loss of $142,582 or 33.3%.

Interest and dividend income during the three months ended April 30, 2009 was
$2,394 as compared to $16,720 during the three months ended April 30, 2008, a
decrease of $14,326 or 85.7%. Interest income decreased as a result of decreased
interest rates and reduced amounts of cash held by the Company.

An unrealized holding gain on investments held in the deferred compensation
trust for the three months ended April 30, 2009 was $14,422 as compared to an
unrealized gain of $19,163 during the three months ended April 30, 2008, an
increased gain of $4,741. The change was a result of market fluctuations in the
price of marketable securities held in the deferred compensation trust.

As a result of these factors, net loss for the three months ended April 30, 2009
was $208,927 as compared to $370,768 during the three months ended April 30,
2008, a decreased loss of $161,841 or 43.7%.

CHANGES IN RESULTS OF OPERATIONS: NINE MONTHS ENDED APRIL 30, 2009 COMPARED TO
NINE MONTHS ENDED APRIL 30, 2008.

During the nine months ended April 30, 2009, OptiChem(R) revenues were $43,672
as compared to $59,994 during the nine month period ended April 30, 2008, a
decrease of $16,322 or 27.2%. The decrease was due to the licensing of the
production of slides to others while retaining a royalty interest only.

Technical development fees during the nine-month period ended April 30, 2009
were $900,000 as compared to $0 during the nine-month period ended April 30,
2008, an increase of $900,000. Technical development fees were received as a
result of the Research and Option Agreement with BD entered into in May 2008.

Option fees during the nine months ended April 30, 2009 were $0 as compared to
$100,000 during the nine months ended April 30, 2008, a decrease of $100,000 or
100%. The option fee for the nine months ended April 30, 2009 consisted of
option fees from Becton Dickinson & Company.

License fees during the nine months ended April 30, 2009 were $0 as compared to
$100,000 during the nine months ended April 30, 2008, a decrease of $100,000 or
100%. The license fees during the nine months ended April 30, 2009 were the
result of an extension of the existing License Agreement entered into with
Schott Jenaer Glas GmbH to produce and sell the Company's technology on coated
OptiChem(R) Slide H. The license was extended to cover November 24, 2010 to
November 24, 2011.

Research and development expenses for the nine months ended April 30, 2009 were
$564,299 as compared to $674,897 during the nine months ended April 30, 2008, a
decrease of $110,598 or 16.4%. This decrease was primarily due to decreased
consulting/engineering fees related to the development of the BACcel(TM)
platform.

During the nine months ended April 30, 2009, general and administrative expenses
were $688,380 as compared to $609,989 during the nine month period ended April
30, 2008, an increase of $78,391 or 12.9%. The increase was primarily due to
increases in legal costs, corporate and shareholder expenses, salaries and
consulting fees.

Marketing and sales expenses for the nine months ended April 30, 2009 were
$9,353 as compared to $10,499 during the nine months ended April 30, 2008, a
decrease of $1,146 or 10.9%. The decrease was primarily due to timing of
expenses related to presentations at scientific conferences.

Depreciation for the nine months ended April 30, 2009 was $17,058 as compared to
$39,146 during the nine months ended April 30, 2008, a decrease of $22,088 or
56.4%. The decreased depreciation was the result of some assets becoming fully
depreciated, coupled with no new purchases of on-site lab equipment during the
first nine months of the current year.

The increase in amortization was negligible for the nine months ended April 30,
2009 as compared to the nine month period ended April 30, 2008.

Cost of goods sold during the nine months ended April 30, 2009 were $0 as
compared to $9,032 during the nine months ended April 30, 2008, a decrease of
$9,032 or 100%. The decrease in cost of goods sold was primarily the result of
the licensing OptiChem(R) coating production to others.

As a result of the above factors, loss from operations for the nine months ended
April 30, 2009 was $520,651 as compared to a loss of $1,265,710 during the nine
months ended April 30, 2008, a decreased loss of $745,059 or 58.9%.

Investment and dividend income during the nine months ended April 30, 2009 was
$16,460 as compared to $52,999 during the nine months ended April 30, 2008 a
decrease of $36,539 or 68.9%. Interest income decreased as a result of decreased
interest rates and the amount of cash held by the Company.

An unrealized holding loss on investments held in the deferred compensation
trust for the nine months ended April 30, 2009 was $83,165 as compared to a loss
of $37,181 for the nine months ended April 30, 2008, an increased loss of
$45,984 or 123.7%. The change was the result of market fluctuations in the price
of marketable securities held in the deferred compensation trust.

As a result of these factors, net loss for the nine months ended April 30, 2009
was $587,356 as compared to $1,198,131 during the nine months ended April 30,
2008, a decreased loss of $610,775 or 50.9%.

Capital Resources and Liquidity

At April 30, 2009, as compared to July 31, 2008, cash and cash equivalents
decreased by $254,199 from $1,233,100 to $978,901, or approximately 20.6% and
the Company's working capital decreased $289,004 or 26.2% from $ 1,103,872 to
$814,868. During the same period, shareholders' equity decreased by $430,349
from $4,412,971 to $3,982,622, or approximately 9.8%.

The net cash used in operating activities was $137,002 during the nine months
ended April 30, 2009 compared to cash used in operating activities of $830,896
during the nine months ended April 30, 2008. The principal elements that gave
rise to the decrease of cash used in operating activities were a decrease in the
net loss of $610,775 and a decrease in accounts payable of $8,022.

The net cash provided by financing activity was $0, during the nine months ended
April 30, 2009, compared to cash provided by financing activities during the
nine months ended April 30, 2008 of $800,000. The cash provided by financing
activities during the nine months ended April 30, 2008 was the result of the
sale of shares of our Common Stock to accredited investors of an aggregate of
$800,000.

Our primary use of capital has been for the research and development of the
BACcel(TM) system. The Company has historically funded its operations generally
through its existing cash balances, cash flow generated from operations and the
sale of equity securities. Notwithstanding our investments in research and
development, there can be no assurance that BD will exercise their Exclusive
License option, that the BACcel(TM) system or any of our other products will be
successful, or even if they are successful, will provide sufficient revenues to
continue our current operations. Our working capital requirements are expected
to increase in line with the growth of our business. We have no lines of credit
or other bank or off balance sheet financing arrangements. We believe our
capital requirements will continue to be met with our existing cash balance,
additional issuance of equity or debt securities and/or the exercise of the BD
Exclusive License option or a capital infusion from potential partners in the
development of the BACcel(TM) system. If BD does not exercise the option for the
Exclusive License or if we are unable to realize any revenues from our products,
we will require additional funds from other sources to continue operations.
Further, if capital requirements vary materially from those currently planned,
we may require additional capital sooner than expected.

Management believes that current cash balances plus cash flow from operations
will be sufficient to fund our capital and liquidity needs for the next twelve
months.

Thereafter, the Company may have to seek capital resources from other sources to
meet its obligations in the future. There can be no assurance that such capital
will be available in sufficient amounts or on terms acceptable to us, if at all.
Additional issuances of equity or convertible debt securities will result in
dilution to our current common stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company's interest income is sensitive to fluctuations in the general level
of U.S. interest rates. As such, changes in U.S. interest rates affect the
interest earned on the Company's cash, cash equivalents, and short-term
investments.

Item 4. Controls and Procedures

An evaluation was conducted under the supervision and with the participation of
the Company's management, including Thomas V. Geimer, the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of April 30 , 2009. Based on that evaluation, Mr. Geimer
concluded that the Company's disclosure controls and procedures were effective
as of such date to ensure that information required to be disclosed in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms. Such officers also confirm that there was no
change in the Company's internal control over financial reporting during the
quarter ended April 30, 2009.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------

Not Applicable.

Item 1A. Risk Factors
---------------------

An investment in the Company involves a high degree of risk. In addition to the
other information set forth in this Quarterly Report, you should carefully
consider the factors discussed under the heading "Risk Factors" in our Annual
Report on Form 10-KSB for the fiscal year ended July 31, 2008, which could
materially affect our business, financial condition or future results. The risks
described in our Annual Report on Form 10-KSB are not the only risks facing the
Company. Other unknown or unpredictable factors could also have material adverse
effects on future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
-------------------------------------------------------------------

Not Applicable.

Item 3. Defaults upon Senior Securities
---------------------------------------

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

None.

Item 5. Other Information
-------------------------

None.

Item 6. Exhibits
----------------

a) Exhibits:

Exhibit 31.1 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification of Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification of Officer Pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: June 15, 2009 ACCELR8 TECHNOLOGY CORPORATION

/s/ Thomas V. Geimer
-------------------------------------
Thomas V. Geimer, Secretary,
Chief Executive Officer and
Chief Financial Officer

/s/ Bruce H. McDonald
-------------------------------------
Bruce H. McDonald, Principal
Accounting Officer