SIGA PHARMACEUTICALS INC
10-Q/A, 1997-11-21
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

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

                    For the quarter ended September 30, 1997

                         Commission file number 0-23047


                           SIGA PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                           13-864870
(State or other jurisdiction of                           (IRS Employer Id. No.)
incorporation or organization)

                                666 THIRD AVENUE
                               NEW YORK, NY 10017
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (212) 681-4970


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 ___



As of November 11, 1997, the Registrant had outstanding  6,242,182 shares of its
$.0001 par value Common Stock.


<PAGE>


PART I. Financial Information
Item 1. Financial Statements


                                  SIGA PHARMACEUTICALS, INC.
                                 (A development stage company)

                                         BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                    December 31,   September 30,
                                                                                       1996            1997
                                                                                   ------------    ------------
                                                                                                    (Unaudited)
<S>                                                                                <C>             <C>         
                                  ASSETS
 Current Assets
    Cash and cash equivalents ..................................................   $     42,190    $  9,497,827
    Prepaid sponsored research .................................................        370,798         148,140
    Deferred offering costs ....................................................        115,688              --
                                                                                   ------------    ------------
        Total current assets ...................................................        528,676       9,645,967

    Prepaid sponsored research .................................................         30,208              --
    Equipment, net .............................................................         21,425          14,256
    Other assets ...............................................................            609             609
                                                                                   ------------    ------------
        Total assets ...........................................................        580,918       9,660,832
                                                                                   ============    ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable ...........................................................         92,241          36,791
    Accrued expenses ...........................................................         22,260          30,638
    Patent preparation fees payable ............................................         66,437          66,437
    Bridge notes ...............................................................             --              --
                                                                                   ------------    ------------
        Total liabilities ......................................................        180,938         133,866

Commitments and contingencies ..................................................             --              --

Stockholders' equity
    Preferred stock ($.0001 par value, 10,000,000 shares authorized,
      none issued and outstanding) .............................................             --              --
    Common stock ($.0001 par value, 25,000,000 shares authorized,
      3,367,182 and 5,867,182 shares issued and outstanding at December 31, 1996
      and September 30, 1997, respectively) ....................................            337             587
    Additional paid-in capital .................................................      2,668,819      13,380,820
    Deficit accumulated during the development stage ...........................     (2,269,176)     (3,854,441)
                                                                                   ------------    ------------
        Total stockholders' equity .............................................        399,980       9,526,966
                                                                                   ------------    ------------
        Total liabilities and stockholders' equity .............................        580,918       9,660,832
                                                                                   ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>

                           SIGA PHARMACEUTICALS, INC.
                          (A development stage company)

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                  For The Period
                                                                                                                    December 28,
                                                                                                                   1995 (Date of
                                                            Three Months Ended             Nine Months Ended       Inception) to
                                                               September 30,                 September 30,         September 30,
                                                           1996           1997           1996           1997           1997
                                                        -----------    -----------    -----------    -----------    -----------
                                                        (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)

<S>                                                     <C>            <C>            <C>            <C>            <C>         
Revenues -- Research and development
    collaborative contracts .........................            --    $   412,500             --    $   412,500    $   412,500
                                                        -----------    -----------    -----------    -----------    -----------

Operating expenses
    General and administrative (including amounts to
       related  parties  of $112,000 for each of the
       three months ended  September 30, 1996 and
       1997 and $336,000 for each of the nine
       months ended September 30, 1996
       and 1997  ....................................   $   114,607        308,975    $   508,836        989,097      1,777,914
    Research and development (including amounts
       to related parties of $18,750 for each of the
       three months ended September 30, 1996 and
       1997 and $56,250 for each of the three  months
       ended September 30, 1996
       and 1997  ....................................       221,168        281,418        532,587        714,086      1,376,291
    Patent preparation fees .........................        74,658         16,595        399,172         66,276        519,275
    Stock option and warrant compensation ...........       301,500         14,407        301,500         43,220        410,681
                                                        -----------    -----------    -----------    -----------    -----------

Total operating expenses ............................       711,933        621,395      1,742,095      1,812,679      4,084,161
                                                        -----------    -----------    -----------    -----------    -----------

Operating income ....................................      (711,933)      (208,895)    (1,742,095)    (1,400,179)    (3,671,661)
                                                        -----------    -----------    -----------    -----------    -----------

Interest income/(expense) ...........................            --        (63,359)            --       (185,086)      (182,780)
                                                        -----------    -----------    -----------    -----------    -----------

Net loss ............................................   $  (711,933)   $  (272,254)   $(1,742,095)   $(1,585,265)   $(3,854,441)
                                                        -----------    ===========    ===========    ===========    ===========

Net loss per common share ...........................   $     (0.20)   $     (0.06)   $     (0.52)   $     (0.41)
                                                        ===========    ===========    ===========    ===========

Weighted average number of
  shares outstanding ................................     3,550,478      4,210,548      3,323,661      3,860,597
                                                        ===========    ===========    ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>


                           SIGA PHARMACEUTICALS, INC.
                          (A development stage company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   For The Period
                                                                                     December 28,
                                                                                    1995 (Date of
                                                         Nine Months Ended          Inception) to
                                                            September 30,           September 30,
                                                        1996            1997            1997
                                                    ------------    ------------    ------------
                                                    (Unaudited)      (Unaudited)     (Unaudited)

<S>                                                 <C>             <C>             <C>          
Cash flows from operating activities:
  Net loss ......................................   $ (1,742,095)   $ (1,585,265)   $ (3,854,441)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation ................................          4,860           7,169          14,418
    Stock, options & warrant compensation .......        301,500          43,220         410,681
    Amortization of debt discount ...............             --         133,000         133,000
    Changes in assets and liabilities:
      Prepaid sponsored research ................       (502,881)        252,866        (148,140)
      Prepaid expenses ..........................         (6,000)             --              --
      Other assets ..............................          6,328              --            (609)
      Accounts payable and accrued expenses .....         66,263         (47,072)        133,866
                                                    ------------    ------------    ------------

      Net cash used in operating activities .....     (1,872,025)     (1,196,082)     (3,311,225)
                                                    ------------    ------------    ------------


Cash flows from investing activities:
  Capital expenditures ..........................        (28,674)             --         (28,674)
                                                    ------------    ------------    ------------

      Net cash flow used in investing activities         (28,674)             --         (28,674)
                                                    ------------    ------------    ------------


Cash flows from financing activities:
  Net proceeds from issuance of common stock ....      2,300,447      10,536,031      12,836,478
  Receipts of stock subscriptions outstanding ...          1,248              --           1,248
  Deposits on stock subscriptions ...............             --              --
  Deferred offering costs .......................        (45,601)        115,688              --
  Proceeds from (repayment of) bridge notes .....             --              --              --
                                                    ------------    ------------    ------------

      Net cash provided from financing activities      2,256,094      10,651,719      12,837,726
                                                    ------------    ------------    ------------


Net increase in cash and cash equivalents .......        355,395       9,455,637       9,497,827
Cash and cash equivalents at beginning of period              --          42,190              --
                                                    ------------    ------------    ------------
Cash and cash equivalents at end of period ......   $    355,395    $  9,497,827    $  9,497,827
                                                    ============    ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                           SIGA PHARMACEUTICALS, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS


1.   Basis of Presentation

     The financial statements of SIGA  Pharmaceuticals,  Inc. have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and the rules of the Securities and Exchange  Commission
(the "SEC") for quarterly  reports on forms 10-QSB and do not include all of the
information and footnote  disclosures  required by generally accepted accounting
principles for complete financial statements. These statements should be read in
conjunction with the audited financial statements and notes thereto for the year
ended December 31, 1996, included in the Company's Prospectus dated September 9,
1997,  forming a part of the Company's  Registration  Statement on Form SB-2, as
amended ("Form SB-2"), which was initially filed with the SEC on March 10, 1997.

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements include all adjustments,  consisting of normal adjustments, necessary
for a fair  presentation of results of operations for the interim  periods.  The
results of operations for the three and nine months ended September 30, 1997 are
not  necessarily  indicative of the results of operations to be expected for the
full year ending December 31, 1997.


2.   New Accounting Pronouncements

     In February 1997, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128") which
requires  presentation  of basic  earnings  per share  (Basic  EPS") and diluted
earnings per share  ("Diluted  EPS") by all entities that have  publicly  traded
common  stock  or  potential  common  stock  (options,   warrants,   convertible
securities or contingent stock arrangements). FAS 128 also requires presentation
of  earnings  per share by an entity that has made a filing or is in the process
of  filing  with a  regulatory  agency  in  preparation  for the  sale of  those
securities in a public market. Basic EPS is computed by divided income available
to  common  stockholders  by  the  weighted-average   number  of  common  shares
outstanding  during  the  period.  Diluted  EPS  gives  effect  to all  dilutive
potential  common  shares  outstanding  during the period.  The  computation  of
Diluted  EPS does not assume  conversion,  exercise  or  contingent  exercise of
securities that would have an anti dilutive effect on earnings. The statement is
effective for both interim and annual  periods  ending after  December 15, 1997.
The effect on the Company's  earnings per share  resulting  from the adoption of
FAS 128 is not expected to be significant.

     In June 1997, the Financial  Accounting Standards Board issued statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive  Income" ("FAS
130"), which requires the presentation of the components of comprehensive income
in the company's financial statement for reporting periods beginning  subsequent
to  December  15,  1997.  Comprehensive  income is  defined as the change in the
company's equity during a financial reporting period from transactions and other
circumstances   from  non-owner  sources   (including   cumulative   translation
adjustments,   minimum  pension  liabilities  and  unrealized   gains/losses  on
available for sale securities).  The adoption of FAS 130 is not expected to have
a material impact on the Company's financial statements.



<PAGE>

                           SIGA PHARMACEUTICALS, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS


     In June 1997, the Financial  Accounting Standards Board issued statement of
Financial  Accounting  Standards  No.  131,  "Disclosure  about  Segments  of an
Enterprise and Related  Information" ("FAS 131"),  which requires  disclosure of
information  about  operating  segments  in  annual  financial   statements  for
reporting periods beginning  subsequent to December 15, 1997. Operating segments
are  defined as  components  of an  enterprise  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  The adoption of FAS 131 is not expected to have a material  impact
on the Company's financial statements.

3.   Public Offering of Common Stock

     In September 1997, The Company completed an initial public offering ("IPO")
of 2,500,000 shares of its common stock at an offering price of $5.00 per share.
The Company  realized  gross  proceeds of  $12,500,000  and net proceeds,  after
deducting  underwriting  discounts and commissions,  and other offering expenses
payable by the Company, of approximately $10,500,000.

     In September  1997,  upon closing of the Company's IPO, the Company repaid,
as required by the bridge note agreements,  bridge notes in the principal amount
of $1,000,000 and accrued  interest  thereon in the amount of $58,306.  The nine
holders of the bridge  notes were  issued  five-year  warrants  to  purchase  an
aggregate of 100,000  shares of common  stock at an exercise  price of $5.00 per
share. The warrants are not exercisable until September 1998.

     In connection  with the Company's IPO, the Company  granted the Underwriter
an option (the "Over-allotment  Option"),  exercisable for thirty days after the
closing of the Company's  IPO, to purchase an additional  375,000  shares of the
Company's common stock at an offering price of $5.00 per share. In October 1997,
the  Underwriter  exercised  the  Over-allotment  Option and the Company sold an
additional  375,000  shares of its common  stock,  realizing  gross  proceeds of
$1,875,000  and  net  proceeds,   after  deduction  underwriting  discounts  and
commissions, of approximately $1,646,250.

4.   Collaborative Research and License Agreement

     In July 1997, the Company entered into a collaborative research and license
agreement with a pharmaceutical  Company. Under the terms of the agreement,  the
Company has granted the pharmaceutical company an exclusive worldwide license to
develop,  make, use and sell products derived from specified  technologies.  The
agreement requires the pharmaceutical company to sponsor further research by the
Company for the  development  of the licensed  technologies  for a period of two
years from the effective date of the agreement,  in return for payments totaling
$1,200,000.  In  consideration  of the license  grant the Company is entitled to
receive  royalties  equal to  specified  percentages  of net  sales of  products
incorporating the licensed  technologies.  The royalty  percentages  increase as
certain cumulative and annual net sales amounts are attained.  The Company could
receive  milestone  payments,  under  the  terms  of  the  agreement  of  up  to
$13,750,000  for the  initial  product  and  $3,250,000  for the second  product
developed from a single compound  derived from the licensed  technologies.  Such
milestone payments are contingent upon the Company making project milestones set
forth in the 

<PAGE>


                           SIGA PHARMACEUTICALS, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS


agreement,  and, accordingly,  if the Company is unable to make such milestones,
the Company will not receive such milestone payments.  During the three and nine
months ended  September  30, 1997,  the Company  recognized  $412,500 in revenue
related to this agreement.

5.   Commitments and Contingencies

     In July 1997, the Company entered into a non-binding  letter of intent with
a third  party  pursuant  to which the Company  will  acquire the third  party's
rights to certain  technology,  intellectual  property and related rights in the
field of gram  negative  antibiotics  in  exchange  for  335,530  shares  of the
Company's  common stock.  There can be no assurance  that the Company will enter
into a final  agreement with the third party on the terms  described above or at
all.

<PAGE>


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

Results of Operations

The  Company  is a  development  stage,  biopharmaceutical  company.  Since  its
inception in December 1995, the Company's efforts have been principally  devoted
to research and  development,  securing patent  protection and raising  capital.
From inception through September 30, 1997, the Company has sustained  cumulative
losses of $3,854,441,  including  non-cash charges in the amount of $410,681 for
stock  option and warrant  compensation  expense.  These  losses  have  resulted
primarily   from   expenditures   incurred  in  connection   with  research  and
development,  patent  preparation and prosecution and general and administrative
activities.  From inception through September 30, 1997, research and development
expenses  amounted to $1,376,291,  patent  preparation and prosecution  expenses
amounted  to  $519,275  and  general  and  administrative  expenses  amounted to
$1,777,914.  From  inception  through  September 30, 1997,  total  revenues from
research and development collaborative agreements totaled $412,500.

     The  Company  expects  to  continue  to  incur  substantial   research  and
development  costs in the future resulting from ongoing research and development
programs,  manufacturing of products for use in clinical trials and pre-clinical
and clinical  testing of the Company's  products.  The Company also expects that
general  and  administrative  costs,  including  patent  and  regulatory  costs,
necessary to support  clinical trials,  research and development,  manufacturing
and the  creation of a marketing  and sales  organization,  if  warranted,  will
increase in the future.  Accordingly,  the Company  expects to incur  increasing
operational  losses for the foreseeable  future.  There can be no assurance that
the Company will ever achieve profitable operations.

     To date,  the Company has not  marketed,  or  generated  revenues  from the
commercialization of any products.  The Company's current product candidates are
not expected to be commercially available for several years.

     Revenues  from  research  and  development   collaborative  contracts  from
inception  through  September 30, 1997 were $412,500, related to a collaborative
research and license agreement entered into with a pharmaceutical company.

     General and  administrative  expenses from inception  through September 30,
1997 were  $1,777,914,  primarily  related  to  personnel  costs and  associated
operating  costs.  The  Company  anticipates  that  general  and  administrative
expenses  will increase  substantially  during the next 12 months as the Company
increases staffing levels.

     Research  and  development  expenses  consist  primarily  of  payments  for
sponsored research,  payments to its scientific  consultants and the salaries of
its research  staff.  Research and development  expenses from inception  through
September 30, 1997 were  $1,376,291.  As of September 30, 1997,  the Company had
made  advance  payments  of $148,140  for  research  support to The  Rockefeller
University  for the period  ending  January 31,  1998.  The Company has research
support  agreements  with both  Emory  University  and Oregon  State  University
pursuant to which the Company is obligated to fund research  through January 31,
1998 in the aggregate  annual amount of $183,320.  The Company  anticipates that
its research and development expenses will increase during the next 12 months as
the Company  continues to fund research  programs and  pre-clinical and clinical
testing for product candidates and technologies under development.

     From inception  through  September 30, 1997, the Company recorded  non-cash
compensation  expenses  in the amount of  $396,274  related  to the  issuance of
compensatory  stock options and warrants to the President of the Company and the
consultant who serves as the Company's Chief  Scientific  Advisor.  The warrants
issued to the  consultant  were to compensate him for his efforts in introducing
the Company to potential collaborative partners.


<PAGE>


Liquidity and Capital Resources

Initial Public Offering

     In September 1997, The Company completed an initial public offering ("IPO")
of 2,500,000 shares of its common stock at an offering price of $5.00 per share.
The Company  realized  gross  proceeds of  $11,250,000  and net proceeds,  after
deducting  underwriting  discounts and commissions,  and other offering expenses
payable by the Company, of approximately $10,500,000.

     In September  1997,  upon closing of the Company's IPO, the Company repaid,
as required by the bridge note agreements,  bridge notes in the principal amount
of $1,000,000 and accrued interest thereon in the amount of $58,306.

     In connection  with the Company's IPO, the Company  granted the Underwriter
an option (the "Over-allotment  Option"),  exercisable for thirty days after the
closing of the Company's  IPO, to purchase an additional  375,000  shares of the
Company's common stock at an offering price of $5.00 per share. In October 1997,
the  Underwriter  exercised  the  Over-allotment  Option and the Company sold an
additional  375,000  shares of its common  stock,  realizing  gross  proceeds of
$1,875,000  and  net  proceeds,   after  deduction  underwriting  discounts  and
commissions, of approximately $1,646,250.

1996 Private Placement Transactions

     In March 1996,  the Company  completed a private  placement  transaction in
which it sold 1,038,008 shares of Common stock for aggregate gross consideration
of  $1,557,000.  In September  1996, the Company  completed a private  placement
transaction  in which it sold  250,004  shares of Common  Stock for an aggregate
gross consideration of $750,000.

Collaborative Research and License Agreement

     In July 1997, the Company entered into a collaborative research and license
agreement with a pharmaceutical  company. Under the terms of the agreement,  the
Company has granted the pharmaceutical company an exclusive worldwide license to
develop,  make, use and sell products derived from specified  technologies.  The
agreement requires the pharmaceutical company to sponsor further research by the
Company for the  development  of the licensed  technologies  for a period of two
years from the effective date of the agreement,  in return for payments totaling
$1,200,000.  In  consideration  of the license  grant the Company is entitled to
receive  royalties  equal to  specified  percentages  of net  sales of  products
incorporating the licensed  technologies.  The royalty  percentages  increase as
certain cumulative and annual net sales amounts are attained.  The Company could
receive  milestone  payments,  under  the  terms  of  the  agreement  of  up  to
$13,750,000  for the  initial  product  and  $3,250,000  for the second  product
developed from a single compound  derived from the licensed  technologies.  Such
milestone payments are contingent upon the Company making project milestones set
forth in the agreement, and, accordingly,  if the Company is unable to make such
milestones,  the Company will not receive such  milestone  payments.  During the
three and nine months ended September 30, 1997, the Company recognized  $412,500
in revenue related to this agreement.

Current Resources

     The Company  anticipates  that its current  resources will be sufficient to
finance the  Company's  currently  anticipated  needs for  operating and capital
expenditures  for at least 18 months.  In addition,  the Company will attempt to
generate  additional  working  capital  through a combination  of  collaborative
agreements,  strategic  alliances and equity and debt  financings.  However,  no
assurance can be provided that additional capital will be obtained through these
sources. In addition,  until September 9, 1998, the prior written consent of the
Company's  Underwriters  is required if the  Company  seeks to raise  additional


<PAGE>


funds  through  the  issuance  of equity.  If the  Company is not able to obtain
continued financing the Company may cease operations.

     The  Company's  working  capital  and capital  requirements  will depend on
numerous factors,  including  progress of the Company's research and development
programs;  pre-clinical  and  clinical  testing;  timing  and cost of  obtaining
regulatory  approvals;  level of  resources  that  the  Company  devotes  to the
development of manufacturing and marketing capabilities; technological advances;
status of  competitors;  and  ability of the  Company  to develop  collaborative
arrangements with other organizations.

     Until required for operations,  the Company's  policy is to invest its cash
reserves in bank deposits,  certificates of deposit, commercial paper, corporate
notes,   U.S.   government   instruments  and  other  investment  grade  quality
instruments.

     At  September  30,  1997,  the  Company  had  $9,497,827  in cash  and cash
equivalents, and working capital of $9,512,101.



<PAGE>

                                     Part II

                                Other Information

Item 1      Legal Proceedings                                         NONE

Item 2      Changes in Securities and Use of Proceeds

On September 18, 1997,  The Company  completed an initial  public  offering (the
"Offering") of 2,500,000 shares of its common stock, $.0001 par value per share.
The Company's  registration  statement on Form SB-2 (Registration No. 333-23037)
was declared effective by the Securities and Exchange Commission on September 9,
1997.  As part of the  Offering,  the  Company  granted to the  Underwriters  an
overallotment  option to purchase up to an additional  375,000  shares of Common
Stock  (the  "Underwriter's  Option").  On  October  15,  1997 the  underwriters
exercised the Underwriters Option.

The managing  underwriter for the Offering was Sunrise Securities Corp. and M.H.
Meyerson & Co., Inc. was the co-managing underwriter.

The aggregate offering price of the 2,500,000 shares of Common Stock sold in the
offering to the public was as $12,500,000  exclusive of the Underwriters Option.
The Company realized net proceeds of approximately  $10,500,000  after deduction
of  underwriters  discounts  and  commissions  in the amount of  $1,150,000  and
estimated  offering  expenses  payable by the Company in the amount of $850,000.
The Company  realized  gross  proceeds of  $1,875,000  and net  proceeds,  after
deduction of  underwriting  discounts and commissions in the amount of $228,750,
of  approximately  $1,646,250  upon  exercise  of the  Underwriter's  Option  in
October.

During the period from completion of the Offering through September 30, 1997 the
Company has applied the net proceeds  (excluding the  Underwriters  Option which
was not exercised until October) as follows (i) $1,058,306 to repay bridge notes
and accrued interest thereon and (ii) $9,441,694 is maintained by the Company as
cash and cash equivalents.

     In September 1997,  following the Offering,  the nine holders of the bridge
notes  referred to above were issued five-year warrants to purchase an aggregate
of  100,000  shares  of  common  stock at an  exercise  price of $5.00 per share
pursuant to warrant  agreements entered into by the Company and the investors in
January and February 1997 at the time of the bridge loans.  The warrants are not
exercisable   until   September  1998.  Such  issuances  were  exempt  from  the
registration  requirements  of the  Securities  Act of 1933 by virtue of Section
4(2) thereof.

Item 3      Defaults upon Senior Securities                           NONE

Item 4      Submission of Matters to Vote of Security Holders         NONE

Item 5      Other Information                                         NONE

Item 6      Exhibits and Reports on Form 8-K                          

            Exhibit 11 Statement Re: Computation of Earnings
              Per Share

<PAGE>


                                 SIGNATURE PAGE


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.


   
                                             SIGA PHARMACEUTICALS, INC.

Dated:   November 20, 1997
    

                                    by:      /s/ Joshua D. Schein
                                             -----------------------------------
                                             Dr. Joshua D. Schein
                                             Chief Financial Officer
                                             (Principal Accounting and Financial
                                             Officer), Executive Vice President,
                                             Secretary and Director


                              SIGA Pharmaceuticals
                        Computation of Per Share Earnings
                                                                      Exhibit 11


<TABLE>
<CAPTION>
                                                                 September 30, 1997                         September 30, 1996
                                                    ---------------------------------------------   --------------------------------
                                                                     Days        Weighted Avg.         Days         Weighted Avg.
For the Quarter Ended                               Shares       Outstanding   Shares Outstanding   Outstanding   Shares Outstanding
- ---------------------                               ------       -----------   ------------------   -----------   ------------------
<S>                                                <C>                 <C>       <C>                   <C>           <C>      
Shares to founders                                 2,079,170           90        2,079,170             90            2,079,170
                                                                                                                  
Shares issued in March 1996 private                                                                            
     placement                                     1,038,008           90        1,038,008             90            1,038,008
                                                                                                                  
                                                                                                                  
Shares issued in September 1996                                                                                   
     private placement                               250,004           90          250,004              5               13,888
                                                                                                                  
Cheap stock consideration for shares                                                                              
     issued in September 1996 private placement      100,004           --               --             90              100,004
                                                                                                                  
Cheap stock consideration for stock options                                                                       
     and warrants issued during 1996                 319,407           70          248,428             90              319,407

Dilutive effects of cheap stock                      174,222           20           38,716             20               39,383

Warrants issued in September 1997                      3,000           20              667             --                 --  
                                                                                                                  
Shares issued in initial
     public offering                               2,500,000           20          565,595             --                 --
                                                                                ----------                          ----------
Weighted average number of shares outstanding                                    4,210,545                           3,550,478
                                                                                ==========                          ==========
<CAPTION>                                                                                                  
                                                                 September 30, 1997                         September 30, 1996
                                                    ---------------------------------------------   --------------------------------
                                                                     Days        Weighted Avg.         Days         Weighted Avg.
For the nine months                                 Shares       Outstanding   Shares Outstanding   Outstanding   Shares Outstanding
- -------------------                                 ------       -----------   ------------------   -----------   ------------------
<S>                                                <C>                 <C>          <C>                   <C>        <C>      
Shares to founders                                 2,079,170           271          2,079,170             271        2,079,170
                                                                                                                    
Shares issued in March 1996 private                                                                              
     placement                                     1,038,008           271          1,038,008             271          820,484
                                                                                                                    
                                                                                                                    
Shares issued in September 1996                                                                                     
     private placement                               250,004           271            250,004             271            4,596
                                                                                                                    
Cheap stock consideration for shares                                                                                
     issued in September 1996 private placement      100,004            --               --               272          100,004
                                                                                                                    
Cheap stock consideration for stock options                                                                         
     and warrants issued during 1996                 319,407           251            295,835             251          319,407
                                                                                                                    
Dilutive effects of cheap stock                      174,222            20             12,858              --             --

Warrants issued in September 1997                      3,000            20                221              --             -- 

Shares issued in initial    
     public offering                               2,500,000            20            184,502              --             --
                                                                                   ----------                       ----------
                                                                                                                    
Weighted average number of shares outstanding                                       3,860,597                        3,323,661   
                                                                                   ==========                       ==========
</TABLE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                         9,497,827
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               9,645,967
<PP&E>                                         28,674
<DEPRECIATION>                                 14,418
<TOTAL-ASSETS>                                 9,660,832
<CURRENT-LIABILITIES>                          133,866
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       587
<OTHER-SE>                                     9,526,379
<TOTAL-LIABILITY-AND-EQUITY>                   9,660,832
<SALES>                                        0
<TOTAL-REVENUES>                               412,500
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               1,812,679
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             185,086
<INCOME-PRETAX>                                (1,585,265)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (1,585,265)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (1,585,265)
<EPS-PRIMARY>                                  (.41)
<EPS-DILUTED>                                  (.41)
        


</TABLE>


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