ARONEX PHARMACEUTICALS INC
10-Q, 1996-05-15
PHARMACEUTICAL PREPARATIONS
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                       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 [NO FEE REQUIRED]
                           For the Quarterly Period Ended March 31, 1996
                                                        OR
    (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           For the transition period from _________ to _________
                        Commission File No. 0-20111

                        ARONEX PHARMACEUTICALS, INC.
           (Exact name of Registrant as specified in its charter)

              Delaware                                76-0196535
         (State or other jurisdiction             (I.R.S. Employer
     of incorporation or organization)            Identification No.)

             3400 Research Forest Drive, The Woodlands, Texas 77381
       (Address of principal executive office)             (Zip Code)

     Registrant's telephone number, including area code: (713) 367-1666

     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  the  number of shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date.

                CLASS                      OUTSTANDING AT MARCH 31, 1996
                -----                      -----------------------------
       Common Stock, $.001 par value            21,695,449 shares



<PAGE>  2




                                         

PART I.           FINANCIAL INFORMATION


Item 1.       Financial Statements

     The  following  unaudited  financial  statements  have  been  prepared
pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
Commission.  Certain information and note disclosures  normally included in
annual financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed  or omitted  pursuant to those
rules and  regulations,  although the Company believes that the disclosures
made herein are adequate to make the information  presented not misleading.
These financial statements should be read in conjunction with the financial
statements  for the year ended  December 31, 1995 included in the Company's
Annual  Report  on Form  10-K for the year  ended  December  31,  1995,  as
amended,  filed pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934.

     The information presented in the accompanying  financial statements is
unaudited,  but in the  opinion of  management,  reflects  all  adjustments
(which  include  only normal  recurring  adjustments)  necessary to present
fairly such information.





<PAGE>  3
                      

                        ARONEX PHARMACEUTICALS, INC.
                       (A development stage company)



                               BALANCE SHEETS
               (All amounts in thousands, except share data)

                                A S S E T S

<TABLE>
<CAPTION>
                                                                         
                                                                       March 31,
                                                            December 31,   1996
                                                              1995    Unaudited)
                                                              ----    ----------
<S>                                                          <C>       <C>   

Current assets:
   Cash and cash equivalents ..............................  $ 7,781   $10,170
   Short-term investments .................................    2,480      --
   Accounts receivable - affiliates .......................      345       180
   Prepaid expenses and other assets ......................      288       180
                                                                 ---       ---
     Total current assets .................................   10,894    10,530

Long-term investments .....................................    1,754     1,704
Furniture, equipment and leasehold improvements, net ......    2,832     2,626
Investment in affiliate ...................................       50      --   
          
       Total assets .......................................  $15,530   $14,860
                                                             =======   =======
</TABLE>

        L I A B I L I T I E S  A N D   T O C K H O L D E R S ' E Q U I T Y
<TABLE>
<CAPTION>

Current liabilities:
<S>                                                             <C>       <C>   

   Accounts payable and accrued expenses ....................  $ 1,478$     746
   Accrued payroll ..........................................      161      120
   Current portion of notes payable - related party .........       87       87
   Current portion of other notes payable ...................      211      211
   Current portion of obligations under capital leas.........       25       22
                                                                    --       --
     Total current liabilities ..............................    1,962    1,186

Long-term obligations:
   Notes payable - related party, net of current portion ....      211      191
   Other notes payable, net of current portion ..............      446      396
   Obligations under capital leases, net of current portion..       41       37
   Deferred revenue .........................................      876      926
                                                                   ---      ---
     Total long-term obligations ............................    1,574    1,550

Commitments and contingencies
Stockholders' equity:
   Preferred stock $.001 par value, 10,000,000 shares authorized,
     none issued and outstanding.............................       --      --
   Common stock $.001 par value, 75,000,000 shares autorized
  20,760,112 and 21,695,449 shares issued and outstanding,
  respectively                                                      21       22
Additional paid-in capital ...................................  56,331   59,538
Common stock warrants ........................................   1,488    1,364
Treasury stock ...............................................     (11)     (11)
Deferred compensation ........................................  (1,536)  (2,367)
Unrealized loss on investments ...............................    (116)    (166)
Deficit accumulated during development stage ................  (44,183) (46,256)
                                                               ------    ------ 
  Total stockholders' equity ................................   11,994   12,124
                                                                ------  ------
Total liabilities and stockholders' equity ...................$ 15,530  $14,860
                                                               =======  =======

</TABLE>

 The accompanying notes are an integral part of these financial statements.

<PAGE>  4
                        
                 
                        ARONEX PHARMACEUTICALS, INC.
                       (A development stage company)


                          STATEMENTS OF OPERATIONS
           (All amounts in thousands, except loss per share data)
                                (Unaudited)


 <TABLE>
<CAPTION>
                                                                     Period from
                                                                     Inception 
                                                                 (June 13, 1986)
                                                 Three Months Ended  through
                                                    March 31,        March 31,
                                                     ---------         ---------
                                                 1995      1996         1996    
                                                 ----      ----         ----    
<S>                                            <C>          <C>         <C> 

 Revenues:
   Research and development grants 
     and contracts............................     85     $   543      $ 2,082
   Interest income............................    118         142        1,972
                                                  ---         ---        -----
     Total revenues.........................      203         685        4,054
                                                  ---         ---        -----

Expenses:
   Research and development.................    1,780       2,322       31,107
   Purchase of in-process research 
     and development........................       --          --        8,383
   General and administrative................     380         395        9,938
   Interest expense..........................      52          41          882
                                                   --          --          ---
       Total expenses........................   2,212       2,758       50,310
                                                -----       -----       ------
                                                 
Net loss..................................... $(2,009)     $(2,073)    $(46,256)
                                            ==========    ========     ======== 

Net loss per share........................... $(0.19)     $ (0.10)
                                             =========     ======= 

Weighted average shares used in computing net
     loss per share............................ 10,443       21,295

</TABLE>
















The accompanying notes are an integral part of these financial statements.

<PAGE>  5

                     

                        ARONEX PHARMACEUTICALS, INC.
                       (A development stage company)

                          STATEMENTS OF CASH FLOWS
                         (All amounts in thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                    Period from
                                                                     Inception
                                                   Three Months  (June 13, 1986)
                                                           Ended        through
                                                        March 31,     March 31,
                                                     1995        1996     1996 
                                                   --------   --------  --------
<S>                                                <C>       <C>        <C>

Cash flows from operating activities:
 Net loss ........................................ $ (2,009) $ (2.074)  (46,256)
 Adjustments to reconcile net loss to net cash
  provided by(used in) operating activities-
   Depreciation and amortization .................      173       244     2,195
    Compensation expense related to stock and
     stock options ...............................      141       131     2,220
    Charge for purchase of in-process research
      and development .............................     --        --      8,383
    Changes in assets and liabilities-
      Decrease (increase) in prepaid expenses
        and other assets .........................      (47)      108         5
      Increase (decrease) in accounts payable and 
       accrued expenses ..........................     (209)     (773)      793
      Decrease (increase) in accounts receivable
        - affiliates .............................      --        165      (180)
      Increase in deferred revenue.................     --         50       573
    Accrued interest payable converted to stock ...     --         --        97
                                                            
       Net cash used in operating activities ......   (1,951)   (2,148) (32,170)

Cash flows from investing activities:
 Net sales of investments ...........................  3,013     2,530    4,031
 Purchase of furniture, equipment and leasehold
   improvements ....................................     (72)       (38) (3,551)
 Unrealized loss on investment......................     --         (50)   (166)
 Acquisition costs, net of cash received of $947,000     --         --     (270)
 Loss in affiliate .................................      75         50     500
 Investment in affiliate ...........................     --         --     (500)
 Increase in other assets ..........................    (453)       --     --   
                                                          --         --      --
     Net cash provided by (used in) investing
      activities . ...................................  2,563      2,492      44

Cash flows from financing activities:
 Proceeds from notes payable ........................      64       --     2,672
 Repayment of notes payable .........................     (96)      (77) (1,729)
 Purchase of treasury stock ..........................     -         --     (11)
 Proceeds from issuance of stock .....................     12      2,122  41,364
   Net cash provided by (used in) financing activities    (20)     2,045  42,296
Net increase in cash and cash equivalents .............   592      2,389  10,170
Cash and cash equivalents at beginning of period ...... 1,426      7,781   --   
                                                           --         --     --
Cash and cash equivalents at end of period .......... $ 2,018    $10,170 $10,170
                                                      =======    ======= =======

Supplemental disclosures of cash flow information:
   Cash paid during the period for interest .........      52         41  $  769
Supplemental schedule of noncash financing activities:
     Conversion of notes payable and accrued interest to
       common stock ................................ $    --     $   --   $3,043

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>  6



                        ARONEX PHARMACEUTICALS, INC.
                       (A development stage company)

                       NOTES TO FINANCIAL STATEMENTS
                               March 31, 1996
                                (Unaudited)

1.   ORGANIZATION AND BASIS OF PRESENTATION

     Aronex   Pharmaceuticals,   Inc.   ("Aronex"  or  the  "Company")  was
incorporated  in  Delaware  on  June  13,  1986  and  merged  with  Triplex
Pharmaceutical  Corporation  ("Triplex") and Oncologix,  Inc. ("Oncologix")
effective  September 11, 1995.  Aronex is a development stage company which
has  devoted  substantially  all of its  efforts to  research  and  product
development  and has not yet generated  any  significant  revenues,  nor is
there any assurance of significant revenues in the future. In addition, the
Company expects to continue to incur losses for the foreseeable  future and
there can be no  assurance  that the Company will  complete the  transition
from a development stage company to successful operations. The research and
development  activities  engaged in by the Company involve a high degree of
risk and uncertainty.  The ability of the Company to successfully  develop,
manufacture  and market its  proprietary  products is  dependent  upon many
factors.  These  factors  include,  but are not  limited  to,  the need for
additional   financing,   attracting   and   retaining  key  personnel  and
consultants, and successfully developing manufacturing, sales and marketing
operations.  The  Company's  ability to  develop  these  operations  may be
impacted by uncertainties related to patents and proprietary  technologies,
technological change and obsolescence,  product  development,  competition,
government  regulations  and  approvals,  health  care  reform and  product
liability exposure. Additionally, the Company is reliant upon collaborative
arrangements for research,  contractual agreements with corporate partners,
and its exclusive license  agreements with M.D. Anderson Cancer Center ("MD
Anderson"),  and an affiliate of the Baylor College of Medicine ("Baylor").
Further,  during the period required to develop these products, the Company
will require additional funds which may not be available to it. The Company
expects that its existing  cash  resources  will be  sufficient to fund its
cash requirements through mid-1997.  Accordingly, there can be no assurance
of the Company's future success.

     The  balance  sheet at March 31, 1996 and the  related  statements  of
operations and cash flows for the three month periods ending March 31, 1996
and 1995 and the period from  inception  (June 13, 1986)  through March 31,
1996 are unaudited.  These interim  financial  statements should be read in
conjunction  with the December 31, 1995  financial  statements  and related
notes. The unaudited interim financial  statements  reflect all adjustments
which are, in the opinion of management,  necessary for a fair statement of
results for the interim periods presented and all such adjustments are of a
normal recurring nature.  Interim results are not necessarily indicative of
results for a full year.

2.   CASH, CASH EQUIVALENTS AND INVESTMENTS

     Cash  and  cash   equivalents   include  money  market   accounts  and
investments   with  an  original   maturity  of  less  than  three  months.
Available-for-sale   securities  are  U.  S.  Government   mortgage  backed
securities with various maturity dates over the next several years and have
an amortized cost of $1,870,000, a carrying value of $1,704,000 and a gross
unrealized holding loss of $166,000 at March 31, 1996.

3.   FEDERAL INCOME TAXES
 
     At December  31,  1995,  the Company had net  operating  loss  ("NOL")
carryforwards  for  federal  income tax  purposes  of  approximately  $57.1
million. The Tax Reform Act of 1986 provided a limitation on the use of NOL
and tax credit carryforwards following certain ownership changes that could
limit  the  Company's  ability  to  utilize  these  NOLs  and tax  credits.
Accordingly,  the  Company's  ability  to  utilize  its NOLs and tax credit
carryforwards  to reduce future taxable income and tax  liabilities  may be
limited.  As a result of the mergers with Triplex and Oncologix a change in
control as defined by federal  income tax law occurred,  causing the use of
these  carryforwards  to be limited and possibly  eliminated.  Additionally
because  U.S.  tax laws limit the time during which NOLs and the tax credit
carryforwards  may  be  applied  against  future  taxable  income  and  tax
liabilities, the Company may not be able to take full advantage of its NOLs
and  tax  credit  carryforwards  for  federal  income  tax  purposes.   The
carryforwards  will  begin to expire  in 2001 if not  otherwise  used.  The
Company has not made any income tax payments since inception.


<PAGE>  7                       

                        ARONEX PHARMACEUTICALS, INC.
                       (A development stage company)


4.   CONTINGENCY

     In August  1995,  the Company  was named as a  defendant  in a lawsuit
filed by certain  common  stockholders  of Oncologix  seeking  damages as a
result of the merger with Oncologix.  Plaintiffs contend that the provision
of the merger  whereby common  stockholders  obtained no  consideration  is
contrary to law and damaging to them.  Plaintiffs  sought prior  injunctive
relief to prevent consummation of the merger, but this relief was denied by
the District Court. The Company believes the above lawsuit will be resolved
without a material adverse effect on the accompanying financial statements.

5.   SUBSEQUENT EVENT

     In April 1996,  the Company filed a  registration  statement  with the
Securities and Exchange  Commission  relating to a proposed public offering
of 6,000,000 shares of Common Stock.



<PAGE>  8

Item 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     OVERVIEW

     Since its inception in 1986, Aronex Pharmaceuticals, Inc. ("Aronex" or
the "Company") has primarily  devoted its resources to fund research,  drug
discovery and  development.  The Company has been  unprofitable to date and
expects to incur substantial operating losses for the next several years as
it expends its resources for product research and development,  preclinical
and clinical testing and regulatory  compliance.  The Company has sustained
losses of  approximately  $46.3 million through March 31, 1996. The Company
has  financed  its  research  and  development  activities  and  operations
primarily through public and private offerings of securities. The Company's
operating results have fluctuated  significantly  during each quarter,  and
the Company  anticipates that such  fluctuations,  largely  attributable to
varying  commitments and  expenditures for clinical trials and research and
development,  will  continue for the next several  years.  On September 11,
1995,   Aronex  acquired   Oncologix,   Inc.   ("Oncologix")   and  Triplex
Pharmaceutical   Corporation   ("Triplex")  in  a  three  way  merger  (the
"Mergers"),   which  were  accounted  for  under  the  purchase  method  of
accounting.  The financial data prior to September 11, 1995 discussed below
represent  the  operations  and  balance  sheet data of  Aronex,  while the
financial data from and after  September 11, 1995 discussed below represent
the combined operations and balance sheet data of the merged companies.

     THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1996

     Revenues  from  research and  development  grants and  contracts  were
$543,000  and $85,000 for the three  months  ended March 31, 1996 and 1995,
respectively.  The  increase  of  $458,000  was  due to the  following:  an
increase in development revenue from RGene Therapeutics, Inc., an affiliate
of the Company,  to $170,000 from $85,000 in 1995; and revenues of $300,000
from  Hoechst  Marion  Roussel  Inc.  ("Hoechst")  and  $73,000  from Small
Business Innovative Research ("SBIR") grants.  There was no Hoechst or SBIR
grant revenue in the first three months of 1995 because these revenues were
obtained as a result of the Mergers.

     Interest income on cash, cash equivalents and investments was $142,000
and  $118,000  for  the  three  months  ended  March  31,  1996  and  1995,
respectively.  The increase of $24,000 was  primarily due to an increase of
funds   available   for   investment   in   1996   resulting   from   cash,
cash-equivalents  and  investments  acquired  in the  Mergers  and from the
exercise of warrants.

     Research and development expenses were $2,322,000 in the first quarter
of 1996 compared to  $1,780,000 in the first quarter of 1995.  The increase
of  $542,000  was  primarily  due to the  addition  of  Triplex's  research
programs following the Mergers.

     General and administrative expenses were $395,000 in the first quarter
of 1996 and $380,000 in the first quarter of 1995.

     Interest  expense was $41,000 and $52,000 for the three  months  ended
March 31, 1996 and 1995,  respectively.  The  $11,000  decrease in interest
expense  resulted  primarily  from a decrease  in the amount of  laboratory
equipment obtained through leases and promissory notes payable.

     Net loss  for the  first  quarter  of 1996  increased  by  $64,000  to
$2,073,000 compared to $2,009,000 for the first quarter of 1995, due mainly
to the increase in research expenses.









<PAGE>  9



LIQUIDITY AND CAPITAL RESOURCES

     Since its  inception,  the Company's  primary  source of cash has been
from  financing  activities,  which have  consisted  primarily  of sales of
equity securities. The Company has raised an aggregate of approximately $41
million from the sale of equity securities from its inception through March
31, 1996. In July 1992,  the Company  raised net proceeds of  approximately
$10.7  million in the  initial  public  offering  of its Common  Stock.  In
September  1993, the Company  entered into a  collaborative  agreement with
Genzyme relating to the development and  commercialization  of TretinoinLF,
in connection with which the Company received net proceeds of approximately
$4.5 million from the sale of Common  Stock to Genzyme.  In November  1993,
the Company raised net proceeds of approximately  $11.5 million in a public
offering of Common  Stock.  From October 1995 through  March 31, 1996,  the
Company received  aggregate net proceeds of approximately $5.3 million from
the exercise of certain warrants issued in the Mergers.  From its inception
until March 31,  1996,  the Company  also  received  an  aggregate  of $2.5
million cash from collaborative  arrangements and SBIR grants. In September
1995,  the  Company's  cash and  securities  held to maturity  increased by
approximately $6.7 million as a result of its merger with Triplex. In April
1996,  the Company filed a  registration  statement with the Securities and
Exchange  Commission  relating to a proposed  public  offering of 6,000,000
shares of Common Stock.

     The  Company's  primary  use of  cash to date  has  been in  operating
activities to fund research and development,  including preclinical studies
and clinical trials, and general and administrative  expenses. Cash of $2.1
million and $2.0 million was used in operating  activities during the first
quarter  of 1996 and  1995,  respectively.  The  Company  had  cash,  cash-
equivalents  and  short-term  investments  of $11.9 million as of March 31,
1996,  consisting  primarily of cash in banks and money market accounts and
United States government securities.

     The Company has experienced  negative cash flows from operations since
its inception and has funded its  activities to date  primarily from equity
financings.  The  Company  has  expended,  and will  continue  to  require,
substantial   funds  to  continue   research  and  development,   including
preclinical  studies and clinical  trials of its products,  and to commence
sales and  marketing  efforts  if FDA and other  regulatory  approvals  are
obtained.  The Company expects that its existing capital  resources will be
sufficient  to fund  its  capital  requirements  through  mid-1997.  If the
registration  statement  the  Company  has filed in April 1996 for a public
offering is successful, proceeds should add capital resources sufficient to
fund its capital  requirements  through mid-1998.  Thereafter,  the Company
will need to raise substantial  additional  capital to fund its operations.
The Company's capital  requirements will depend on many factors,  including
the problems,  delays, expenses and complications frequently encountered by
development  stage  companies;  the  progress  of the  Company's  research,
development and clinical trial programs;  the Company's  ability to satisfy
certain  milestones  under  its  current  collaborative  arrangements  with
Genzyme  and  Hoechst;  the extent  and terms of any  future  collaborative
research, manufacturing, marketing or other funding arrangements; the costs
and timing of seeking regulatory  approvals of the Company's products;  the
Company's  ability  to obtain  regulatory  approvals;  the  success  of the
Company's sales and marketing  programs;  costs of filing,  prosecuting and
defending and enforcing any patent claims and other  intellectual  property
rights;  and changes in economic,  regulatory or competitive  conditions or
the Company's planned business. Estimates about the adequacy of funding for
the Company's  activities are based on certain  assumptions,  including the
assumption that testing and regulatory procedures relating to the Company's
products can be conducted  at  projected  costs.  There can be no assurance
that changes in the Company's research and development plans, acquisitions,
or other events will not result in accelerated or unexpected  expenditures.
To  satisfy  its  capital  requirements,  the  Company  may  seek to  raise
additional  funds in the public or private capital  markets.  The Company's
ability to raise  additional funds in the public or private markets will be
adversely  affected if the results of its current or future clinical trials
are  not  favorable.  The  Company  may  seek  additional  funding  through
corporate  collaborations  and other  financing  vehicles.  There can be no
assurance  that  any such  funding  will be  available  to the  Company  on
favorable terms or at all. If adequate funds are not available, the Company
may be required  to curtail  significantly  one or more of its  research or
development  programs,  or it may  be  required  to  obtain  funds  through
arrangements with future collaborative  partners or others that may require
the  Company to  relinquish  rights to some or all of its  technologies  or
products.  If the Company is successful in obtaining additional  financing,
the terms of such  financing  may have the effect of diluting or  adversely
affecting the holdings or the rights of the holders of the Company's Common
Stock.

<PAGE>  10

FORWARD-LOOKING STATEMENTS

     This   Quarterly   Report  on  Form  10-Q  includes   "forward-looking
statements"  within the  meaning of Section  27A of the  Securities  Act of
1933, as amended,  and Section 21E of the Securities  Exchange Act of 1934,
as  amended.  The  words  "anticipate,"  "believe,"  "expect,"  "estimate,"
"project" and similar expressions are intended to identify  forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions.   Should  one  or  more  of  these   risks  or   uncertainties
materialize,  or should  underlying  assumptions  prove  incorrect,  actual
results may vary materially  from those  anticipated,  believed,  expected,
estimated  or  projected.   For   additional   discussion  of  such  risks,
uncertainties  and  assumptions,  see "Item 1.  Business -  Manufacturing,"
"-Sales and  Marketing," "- Patents,  Proprietary  Rights and Licenses" "-
Government  Regulation," "- Competition" and "- Additional  Business Risks"
included  in the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1995,  as amended,  and "-  Liquidity  and Capital  Resources"
included elsewhere in this report.

<PAGE>  11

PART II.          OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1  Amended and Restated Certificate of Incorporation.  Exhibit 3.1 to the
     Company's  Registration Satement on Form S-1 (No. 33-47418) (the "1992
     Registration Statement"), declared effective by the Commission on July
     10, 1992, is incorporated herein by reference.

3.2  Restated  Bylaws.  Exhibit 3.2 to the 1992  Registration  Statement is
     incorporated herein by reference.

4.1  Specimen  certificate for shares of Common Stock,  par value $.001 per
     share. Exhibit 4.1 to the Company's Annual Report on Form 10-K for the
     year ended December 31, 1995, as amended,  is  incorporated  herein by
     reference.

11.1 Statement regarding computation of per share earnings.

27.1 Financial data schedule.

(b) Reports on Form 8-K

   None



<PAGE>  12
                                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.


                                     ARONEX PHARMACEUTICALS, INC.




Dated:   May 13, 1996                 By:/S/JAMES M. CHUBB                      
                                      James M. Chubb, Ph.D.
                                      President and Chief Executive Officer







Dated:   May 13, 1996                 By:/S/TERANCE A. MURNANE                  
                                      Terance A. Murnane
                                      Controller

             
                                                         Exhibit 27.1

                        ARONEX PHARMACEUTICALS, INC.
                           FINANCIAL DATA SCHEDULE


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>           6
<MULTIPLIER>        1
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3 MOS
<FISCAL-YEAR-END>                                                DEC-31-1996
<PERIOD-END>                                                     MAR-31-1996
[CASH]                                                            10,170,000
[SECURITIES]                                                       1,704,000
<RECEIVABLES>                                                        180,000
[ALLOWANCES]                                                               0
[INVENTORY]                                                                0
[CURRENT-ASSETS]                                                  10,530,000
[PP&E]                                                             4,803,000
[DEPRECIATION]                                                     2,177,000
<TOTAL-ASSETS>                                                    14,860,000
[CURRENT-LIABILITIES]                                              1,186,000
[BONDS]                                                                    0
[COMMON]                                                              22,000
[PREFERRED-MANDATORY]                                                      0
[PREFERRED]                                                                0
[OTHER-SE]                                                        12,102,000
[TOTAL-LIABILITY-AND-EQUITY]                                      14,860,000
[SALES]                                                                    0
[TOTAL-REVENUES]                                                     685,000
[CGS]                                                                      0
[TOTAL-COSTS]                                                              0
[OTHER-EXPENSES]                                                           0
[LOSS-PROVISION]                                                           0
<INTEREST-EXPENSE>                                                    41,000
[INCOME-PRETAX]                                                   (2,073,000)
[INCOME-TAX]                                                                0
[INCOME-CONTINUING]                                               (2,073,000)
[DISCONTINUED]                                                              0
[EXTRAORDINARY]                                                             0
[CHANGES]                                                                   0
[NET-INCOME]                                                      (2,703,000)
[EPS-PRIMARY]                                                           (.10)
[EPS-DILUTED]                                                           (.10)
        

</TABLE>
                                                           
                                                               Exhibit 11.1

                          ARONEX PHARMACEUTICALS, INC.

              Statement Regarding Computation of Per Share Earnings

The following  reflects the  information  used in calculating the number of
shares in the computation of net loss per share for each of the periods set
forth in the Statements of Operations.
<TABLE>
<CAPTION>
                                                                             
 QUARTER           
 ENDED                                              AVERAGE                 LOSS
 MARCH 31,             DAYS                          SHARES                 PER
 1996:    SHARES   OUTSTANDING   SHARES X DAYS    OUTSTANDING  LOSS        SHARE
<S>  <C>          <C>      <C>              <C>          <C>         <C>

     20,780,006     10         207,800,060
     20,819,216      4          83,276,864
     20,837,351      2          41,674,702
     20,957,571      1          20,957,571
     20,092,916      3          60,278,748
     21,197,583      1          21,197,583
     21,357,121      2          42,714,242
     21,361,306      1          21,361,306
     21,361,806      3          64,085,418
     21,420,263      4          85,681,052
     21,437,008      6         128,622,048
     21,454,339      4          85,817,356
     21,457,130      1          21,457,130
     21,458,525      1          21,458,525
     21,458,788      7         150,211,516
     21,462,974     19         407,796,506
     21,485,118      7         150,395,826
     21,542,230      2          43,084,460
     21,550,954      2          43,101,908
     21,553,981      4          86,215,924
     21,569,683      1          21,569,683
     21,625,842      1          21,625,842
     21,665,092      2          43,330,184
     21,695,449      2          43,390,898
                    91       1,937,865,464 /91  21,295,225 (2,073,000) (0.10)
</TABLE>

<TABLE>
<CAPTION>

                                                                      
    Quarter Ended                                                          
    March 31, 1995:    

<S> <C>           <C>              <C>         <C>         <C>          <C>
    10,404,951       2            20,809,902
    10,429,951       2            20,859,902
    10,443,208      82           856,343,056
    10,464,925       4            41,859,700
                    90           939,872,560 /90   10,443,028 (2,009,000) (0.19)
</TABLE>



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