NEUREX CORP/DE
10-Q/A, 1996-07-11
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

- --------------------------------------------------------------------------------

                   AMENDMENT NO. 1 TO FORM 10-Q ON FORM 10-Q/A

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

- --------------------------------------------------------------------------------

                  For the quarterly period ended March 31, 1996

                         Commission File Number 0-19874

- --------------------------------------------------------------------------------

                               Neurex Corporation

             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   77-0128552
                                (I.R.S. Employer
                               Identification No.)

              3760 Haven Avenue, Menlo Park, California 94025-1012
                    (Address of principal executive offices)

                                 (415) 853-1500

              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------

           Securities registered pursuant to Section 12(b) of the Act:

                               Title of each class
                          Common Stock, $ .01 par value

                    Name of each exchange on which registered
                          NASDAQ National Market System

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

 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
filing requirements for the past 90 days. 
                                 Yes   X   No _____

 The  number  of  shares  of Common  Stock  outstanding  at April  15,  1996 was
18,300,211 shares.

                  This report on Form 10-Q contains 13 pages.

================================================================================



<PAGE>


                               NEUREX CORPORATION

                                      INDEX


                                      Page
 Item             Part I. Financial Information         Number
                                                     -------------
                                                     -------------

  1.    Financial Statements (unaudited):

        a.       Consolidated Balance Sheets -            3
        March 31, 1996andSeptember 30, 1995

        b.   Consolidated Statements of Operations        4
        - Three and Six Months Ended March 31, 1996
        and 1995

        c.   Condensed Consolidated Statements of
        Cash Flows Six Months Ended March 31, 1996        5
        and 1995

        d.   Notes to Condensed Consolidated             6-7
        Financial Statements........................


  2.    Management's Discussion and Analysis of
        Financial Condition and Results of               8-10
        Operations


                 Part II. Other Information

  1.    Legal Proceedings...........................      11

  2.    Changes in Securities.......................      11

  3.    Defaults Upon Senior Securities.............      11

  4.    Submission of Matters to a Vote of Security       11
             Holders................................

  5.    Other Information...........................      12

  6.    Exhibits and Reports on Form 8-K............      12

        Signatures..................................      13



<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                               NEUREX CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                     ASSETS
                                                 March 31,         September 30,
                                                 1996                      1995
- ----------------------------------------------------                ------------
<S>                                              <C>               <C>    
                                                   ------------    -----------
Current assets:
Cash and cash equivalents ......................   $  1,396,491    $  9,794,387
Short-term investments .........................     21,278,060       2,959,070
Receivable - Warner-Lambert ....................        494,654       2,510,377
Prepaid expenses and other .....................        228,576         273,265
                                                   ------------    ------------
                                                   ------------    ------------
Total current assets ...........................     23,397,781      15,537,099
Property and equipment, net ....................      1,668,909       1,660,865
Note receivable from officer ...................        115,416         110,493
Other assets, net ..............................        123,227         308,931
                                                   ------------    ------------
                                                   $ 25,305,333    $ 17,617,388
                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ...............................   $    375,259    $    655,962
Accrued wages and benefits .....................        286,981         331,632
Accrued payables to related parties ............         51,520         361,410
Accrued clinical and preclinical testing .......        952,706         718,097
Product acquisition payable - related ..........           --           650,000
party
Other accrued liabilities ......................        463,470         570,478
Deferred revenue - Warner-Lambert ..............      1,882,893       2,400,000
Notes payable to stockholder ...................        288,513         288,513
Current portion of capital lease ...............        198,161         191,611
obligations
                                                   ------------    ------------
Total current liabilities ......................      4,499,503       6,167,703
Long-term capital lease obligations ............        465,501         566,960
Convertible note payable to Medtronic, Inc., ...           --         7,594,117
a stockholder
Prepaid milestone repayable to Medtronic, ......      1,518,510            --
Inc., a stockholder
Commitments
Stockholders' equity:
Convertible preferred stock, $ .01 par
value; authorized: 15,000,000 shares; ..........           --              --
none outstanding
Common stock, $ .01 par value;
authorized: 45,000,000 shares; issued
and outstanding 18,300,211 shares at ...........        183,002         134,042
March 31, 1996 and 13,404,147
shares at September 30, 1995
Additional paid-in capital .....................     81,426,275      59,782,154
Deferred compensation ..........................       (176,504)       (288,101)
Unrealized loss on investments .................        (20,249)        (30,225)
Accumulated deficit ............................    (62,590,705)    (56,309,262)
                                                   ------------    ------------
Total stockholders' equity .....................     18,821,819       3,288,608
                                                   ------------    ------------
                                                   ============    ============
                                                   $ 25,305,333    $ 17,617,388
                                                   ============    ============
</TABLE>
                                              
                             See accompanying notes

<PAGE>


                               NEUREX CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)



<TABLE>
<CAPTION>

                           Three Months Ended    Six Months Ended
                                March 31, ........  March 31,
              ----   ----
                              1996      1995      1996      1995
<S>                           <C>       <C>       <C>       <C>   
Revenues From Collaborative
Agreements And Grants:
Related Parties: .......... 360,420   319,833   503,420   388,033
Other ......................  5,000    15,506    20,000    20,848

                            365,420   335,339   523,420   408,881
</TABLE>
<TABLE>
<CAPTION>
 
Costs and expenses:
<S>                       <C>            <C>           <C>             <C>    

Research and
development....           3,140,157      3,050,280     5,920,695       5,449,377

General and
administrative..            726,831        516,843     1,321,934       1,057,425
                           --------        -------     ---------       ---------
Total costs
 and expenses.            3,866,988      3,567,123     7,242,629       6,506,802
                    -------------  ----------------------------  ---------------
                    -------------  ----------------------------  ---------------
</TABLE>
<TABLE>
<CAPTION>

<S>                    <C>            <C>           <C>             <C>   

Loss from operations....(3,501,568)    (3,231,784)   (6,719,209)     (6,097,921)

Interest income........... 313,214         49,221       621,497         132,216

Interest expense...........(67,441)        (9,226)     (183,731)        (13,774)
                                     -------------  ----------------------------
                    -------------  ----------------------------  ---------------

Net loss..............$ (3,255,795)  $ (3,191,789) $ (6,281,443)   $ (5,979,479)
                    =============  ============================  ===============

Net loss per share....$      (0.18) $       (0.26)$       (0.35)  $       (0.49)
                                   ==============                ===============
                    =============  ============================  ===============

Shares used in net
loss per
share computation.......18,216,862     12,312,526    17,819,914      12,307,054

</TABLE>
                            
                             See accompanying notes.




<PAGE>


                               NEUREX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (decrease) in cash and cash equivalents

                                   (unaudited)


<TABLE>
<CAPTION>


                                Six Months Ended
                                    March 31,
                                                                                                                  -----------
                                               1996           1995
<S>                                            <C>            <C>
                                             ------------    -----------
Cash flows used for operating activities:
Net loss ................................    $ (6,281,443)   $(5,979,479)
Adjustments to reconcile net loss
to net cash used for operating activities:

Depreciation and amortization ................    267,763        189,412
Noncash expenses from stock, debt and
warrant issuances                                 139,597         68,212
Conversion of interest on debt convertible
 into common stock ................................41,206           --

Changes in assets and liabilities:
Receivables .....................................2,010,800       (356,600)
Prepaid expenses .................................. 44,689        321,538
Other long-term assets .............................. --           (4,512)
Accounts payable .................................(280,703)      (276,635)
Accrued and other liabilities ....................(651,177)        72,636
         Deferred revenue ........................(517,107)       (20,950)
                                                 ------------    -----------
                                                 ------------    -----------
Net cash used for operating activities ..........5,226,375)    (5,986,378)
Cash flows from investing activities:
   Purchase of property and equipment ............(233,089)      (472,229)
   Purchase of short-term investments ..........(51,073,880)    (1,995,000)
   Maturity of short-term investments ..........  1,971,926           --
   Sales of short-term investments ............. 30,792,940      7,090,931
                                                ------------    -----------
Net cash provided by (used for)
investing activities ..                         (18,542,103)     4,623,702
Cash flows from financing activities:
Sales of common stock ...........................15,465,491         12,366
Payments of capital lease obligations ...........  (94,909)        (54,022)
Proceeds from capital lease obligations ..........     --          664,395
                                                 ------------    -----------
                                                 ------------    -----------
Net cash provided by financing activities .......15,370,582        622,739
                                                 ------------    -----------
                                                 ------------    -----------
Net decrease in cash and cash equivalents .......(8,397,896)      (739,937)
Cash and cash equivalents
at beginning of period .                          9,794,387      1,538,916
                                                 ------------    -----------
                                                 ============    ===========
Cash and cash equivalents at end of period ....$  1,396,491    $   798,982
                                                 ============    ===========

Supplemental disclosures of noncash financing activities:
Conversion of debt to common stock ........... $  6,649,370    $      --
                                                 ============    ===========
                                                 ============    ===========
Supplemental disclosures of cash flow information:
Cash paid for interest ........................$     40,000    $     6,000
                                                 ============    ===========
</TABLE>

                             See accompanying notes.


<PAGE>


                               NEUREX CORPORATION

                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


1.       Summary of significant accounting policies

         Organization

         Neurex was  incorporated  in  Delaware  on October  15, 1986 to develop
products  for the  treatment  of diseases  based upon  advances in  neuroscience
technology and other therapeutic areas with unmet medical needs.

         Principles of consolidation

         The consolidated  financial  statements  include the accounts of Neurex
and its  wholly-owned  subsidiary.  All  significant  intercompany  accounts and
transactions have been eliminated.

         Interim financial statements

         The balance  sheet at September  30, 1995 has been derived from audited
financial  statements at that date.  The  information at March 31, 1996, and for
the three and six month periods ended March 31, 1996 and 1995 is unaudited,  but
in  the  Company's  opinion,   the  accompanying   condensed  interim  financial
statements  include  all  adjustments,   consisting  only  of  normal  recurring
adjustments, which the Company considers necessary to fairly state the Company's
financial  position  and the  results  of  operations  and cash  flows.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted. The accompanying  condensed financial statements should be
read in conjunction with the financial  statements and notes thereto included in
the Company's  Annual Report on Form 10-K for the year ended September 30, 1995.
The  results  of the  Company's  operations  for  any  interim  period  are  not
necessarily  indicative of the results of the Company's operations for any other
interim period or for a full fiscal year.

         Securities held-to-maturity and available-for-sale

         Management determines the appropriate classification of debt securities
at the time of purchase  and  reevaluates  such  designation  as of each balance
sheet date. Debt securities are classified as held-to-maturity  when the Company
has the positive intent and ability to hold the securities to maturity.

         Debt  securities not classified as  held-to-maturity  are classified as
available-for-sale.  Available-for-sale  securities  are  carried at fair value,
with the  unrealized  gains and  losses,  reported  in a separate  component  of
stockholders'  equity.  The cost of debt securities in this category is adjusted
for  amortization  of premiums and  accretion  of  discounts  to maturity.  Such
amortization and accretion is included in interest income and expense.  Realized
gains and losses and  declines  in value  judged to be  other-than-temporary  on
available-for-sale  securities are included in interest  income or expense.  The
cost of securities sold is based on the specific identification method. Interest
and dividends on securities  classified  as  available-for-sale  are included in
interest income.

         Net loss per share

         Net loss per share is computed  using the  weighted  average  number of
shares of common stock outstanding.  Common equivalent shares from stock options
and warrants are excluded from the computation as their effect is antidilutive



<PAGE>


2.       Investments

         The Company has classified as available-for-sale  its entire investment
portfolio,  which  consists  primarily  of U.S.  Treasury  Notes and other  U.S.
government securities of $15,278,497 and corporate debt securities of $5,999,563
at March 31, 1996. At March 31, 1996,  securities had contractual  maturities of
less than one year.  The gross  realized  losses on sales of  available-for-sale
securities were insignificant in the six months ended March 31, 1996 and 1995.

3.       Stockholders' Equity

         On October 16, 1995, the Company completed the sale of 3,000,000 shares
of common stock at $4.50 per share in a directed public  offering.  The offering
triggered  the  conversion  of  $6,500,000  of the  convertible  note payable to
Medtronic,  Inc.,  plus related  interest of $190,576  through October 16, 1995,
into common stock at a conversion  price of $4.625 per share and the transfer of
approximately  $320,000 of the  unamortized  discount on the note to  additional
paid-in  capital on the note  conversion.  The remaining  $1,500,000 of the note
converted into a prepaid  milestone fee, which, if not earned by April 30, 1998,
will be repaid with interest.  Further on the note conversion,  Neurex issued to
Medtronic,  Inc. a warrant to purchase  500,000  shares of common stock at $5.40
per share,  exercisable  through  October 16, 2001.  The offering  triggered the
obligation of Warner-Lambert to purchase  $3,000,000 of additional equity in the
Company.  The first  purchase of  $1,500,000  was made on November  13, 1995 for
333,334 shares. The second purchase of $1,500,000 was made on March 29, 1996 for
75,263 shares.

         On  February  6, 1996,  the  stockholders  approved  an increase in the
number of shares which may be granted  under the 1988  Employee  and  Consultant
Stock Option Plan to 3,311,111 from 2,561,111.

4.       Subsequent Event

         On April 9, 1996,  the Company filed a  registration  statement on Form
S-3 with the  Securities  and  Exchange  Commission  to register up to 3,450,000
shares of common stock to be issued to the public.




<PAGE>


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

Overview

         Since  commencement  of operations in October 1986,  Neurex has devoted
substantially all of its resources to its research and development programs. The
Company has been  unprofitable  since inception and expects to incur significant
and  increasing  losses over at least the next  several  years.  As of March 31,
1996, the Company's cumulative net loss was $62,591,000. The Company's principal
sources of working  capital  have been  public and  private  equity  financings,
convertible notes payable, proceeds from a collaborative research agreement with
Ono  Pharmaceutical  Co.,  Ltd.  ("Ono"),  milestone  and expense  reimbursement
payments  from  a  collaborative   research  and   development   agreement  with
Warner-Lambert,  license fees from Grnenthal, interest income, lease financings,
and research grants. The Company has not generated any product revenues.

         The Company's business is subject to significant  risks,  including but
not limited to the success of its  research  and  development  and fund  raising
efforts, uncertainties associated with obtaining and enforcing patents important
to the Company's business and with the lengthy and expensive regulatory process,
and possible  competition  from other products.  Even if the Company's  products
appear promising at an early stage of development, they may not reach the market
for a number of  reasons.  Such  reasons  include,  but are not  limited to, the
possibilities  that the  potential  products  will be found  ineffective  during
clinical  trials,  fail  to  receive  the  necessary  regulatory  approvals,  be
difficult to  manufacture  on a large  scale,  be  uneconomical  to market or be
precluded from  commercialization  by the  proprietary  rights of third parties.
Additional  expenses,  delays and losses of opportunities  that may arise out of
these and other  risks  could have a material  adverse  impact on the  Company's
financial condition, results of operations, and cash flows.

Results of Operations

Three Months Ended March 31, 1996 and 1995

         Revenues  were  $365,000  and $335,000 for the three months ended March
31, 1996 and 1995, respectively. Revenues in both periods consisted primarily of
expense reimbursements from a related party.

         Research  and  Development  expenses  increased  by  $90,000 or 2.9% to
$3,140,000  for the three months ended March 31, 1996  compared to $3,050,000 in
the earlier period.  The increase was due primarily to increased  clinical study
expenses  related to the Company's Phase II clinical  studies of SNX-111 for the
prevention  of brain  damage  following  closed  head  trauma and CABG  surgery,
clinical  studies  of  SNX-111  for the  prevention  of pain in cancer  and AIDS
patients  and Phase III clinical  studies for  CORLOPAMAE,  partially  offset by
sharply lower expenditures for clinical supplies/materials.  The Company expects
research  and  development  expenses  to  increase  significantly  over the next
several years.

         General  and  administrative  expenses  increased  $210,000 or 40.6% to
$727,000 for the three  months ended March 31, 1996  compared to $517,000 in the
earlier  period  primarily  due to higher  patent,  investor  relations,  safety
program  and  employment  related  expenses.  The  Company  expects  general and
administrative expenses to increase over the next several years.

         Interest income  increased to $313,000 for the three months ended March
31, 1996 compared to $49,000 in the earlier period.  The increase was due to the
increase  in cash  available  for  investments  as the result of the  successful
completion of the directed public offering on October 16, 1995.

         Interest expense  increased to $67,000 for the three months ended March
31, 1996 compared to $9,000 in the earlier period primarily due to higher levels
of  capitalized  leases and interest  expense  related to the prepaid  milestone
repayable with interest to Medtronic.



<PAGE>


Six Months Ended March 31, 1996 and 1995

         Revenues  were  $523,000 and $409,000 for the six months ended March 31
1996 and 1995,  respectively.  Revenues in both periods  consisted  primarily of
expense reimbursement from a related party.

         Research  and  Development  expenses  increased  by 471,000 or 8.6 % to
5,921,000  for the six months ended March 31, 1996 compared to $5,449,000 in the
earlier  period.  The increase was due  primarily  to increased  clinical  study
expenses  related to the Company's  Phase III clinical  studies for  CORLOPAMAE,
clinical  studies  of  SNX-111  for the  prevention  of pain in cancer  and AIDS
patients,  and higher employment related expenses.  The Company expects research
and development expenses to increase significantly over the next several years.

         General  and  administrative  expenses  increased  $265,000 or 25.0% to
$1,322,000 for the six months ended March 31, 1996 compared to $1,057,000 in the
earlier period. The increase was due primarily to higher depreciation,  business
development   and  insurance   expenses.   The  Company   expects   general  and
administrative expenses to increase over the next several years.

         Interest  income  increased  to $621,000 for the six months ended March
31, 1996 compared to $132,000 in the earlier period. The increase was due to the
increase  in cash  available  for  investments  as the result of the  successful
completion of the directed public offering on October 16, 1995.

         Interest expense increased substantially to $184,000 for the six months
ended  March 31,  1996  compared  to  $14,000 in the  earlier  period due to the
convertible note payable to Medtronic.

Liquidity and Capital Resources

         For the three  months  ended  March 31,  1996,  cash  expenditures  for
operating  activities and additions to capital  equipment were  $5,459,464.  The
Company  anticipates  that these  expenditures  will increase  significantly  in
future periods.

         On October 16, 1995, the Company completed the sale of 3,000,000 shares
of common stock at $4.50 per share in a directed public  offering.  The offering
triggered  the  conversion  of  $6,500,000  of the  convertible  note payable to
Medtronic,  Inc.,  a  stockholder,  plus  related  interest of $190,576  through
October 16, 1995,  into common  stock at a conversion  price of $4.625 per share
and the transfer of  approximately  $320,000 of the unamortized  discount on the
note to  additional  paid-in  capital  on the  note  conversion.  The  remaining
$1,500,000 of the Medtronic Note converted into a prepaid  milestone fee, which,
if not earned by April 30, 1998,  will be repaid with  interest.  Further on the
note conversion,  Neurex issued to Medtronic, Inc. a warrant to purchase 500,000
shares of common stock at $5.40 per share, exercisable through October 16, 2001.
The offering  triggered the obligation of Warner-Lambert to purchase  $3,000,000
of additional  equity in the Company.  The first purchase of $1,500,000 was made
on November 13, 1995 for 333,334  shares.  The second purchase of $1,500,000 was
made on March 29, 1996 for 75,263 shares.

         On April 9, 1996,  the Company filed a  registration  statement on Form
S-3 with the  Securities  and  Exchange  Commission  to register up to 3,450,000
shares  of  common  stock to be issued to the  public.  On April 30,  1996,  the
Securities and Exchange Commission declared the registration statement effective
and the 3,000,000 shares were priced at $22.75 per share.

         The  Company  had  available  cash,  cash  equivalents  and  short-term
investments  of  $22,675,000  at March 31,  1996.  Cash in  excess of  immediate
requirements is invested  according to the Company's  investment  policy,  which
provides  guidelines with regard to liquidity and return and, wherever possible,
seeks to minimize the potential effects of concentration and degrees of risk.

         The  Company  expects  to  continue  to  incur  substantial  additional
operating  losses from costs related to  continuation  and expansion of research
and  development,   including  clinical  studies  and  increased  administrative
activities over at least the next several years.  The Company  anticipates  that
its existing  capital  resources and interest  earned  thereon will enable it to
maintain its current and planned operations at least through mid 1997.  However,
the Company's requirements may change depending on numerous factors,  including,
but not  limited to, the  progress of the  Company's  research  and  development
programs,  the  results  of  clinical  studies,  the  number  and  nature of the
indications  the Company pursues in clinical  studies,  the timing of regulatory
approvals, technological advances, determinations as to the commercial potential
of the Company's products and the status of competitive  products.  In addition,
expenditures   will  be  dependent  on  the   establishment   of   collaborative
relationships  with other  companies,  the  availability  of financing and other
factors.  The Company  will need to raise  substantial  additional  funds in the
future,  and there can be no  assurance  that such  funds will be  available  on
favorable  terms, if at all. The Company plans to continue to fund its short and
long-term  operations  using a combination of public and private equity and debt
offerings,  and payments from the  licensing,  sublicensing  and/or sales of its
intellectual  property rights.  If such funds are not obtained,  the Company may
need  to  delay  or  curtail  its  research  and  development  activities  to  a
significant extent.


<PAGE>


                           PART II - OTHER INFORMATION

                               NEUREX CORPORATION


1.       LEGAL PROCEEDINGS

                  None.

2.       CHANGES IN SECURITIES

                  None.

3.       DEFAULTS UPON SENIOR SECURITIES

                  None.

4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Submission of Matters to a Vote of Security Holders

         (a)  The annual meeting of stockholders of Neurex was held on
              February 6, 1996.

         (b)  The election of the following  Directors  nominated by the Company
              for terms expiring at the 1997 annual meeting:

              Paul Goddard, Roberto Crea, Thomas L. Barton, David L. Anderson,
              John F. Chappell, John W. Glynn, and Howard E. Greene, Jr.

              All  directors  were elected at this meeting.  No other  directors
              continued  their term after the meeting,  other than those elected
              at the meeting.

         (c)  At the annual meeting, stockholders approved the following:

              (i)
                                            Votes For ..          Votes Withheld
Paul Goddard ...............................13,796,714 ............405,989
Roberto Crea ...............................13,796,714 ............405,989
Thomas L. Barton ...........................13,796,714 ............405,989
David L. Anderson ..........................13,796,714 ............405,989
John F. Chappell ...........................13,796,714 ............405,989
John W. Glynn ..............................13,796,714 ............405,989
Howard E. Greene, Jr .......................13,791,485 ............411,218

              Shares represented at the meeting:  14,202,703

              (ii)  The  ratification  of the appointment of Ernst and Young LLP
                    as the  Company's  independent  auditors for the fiscal year
                    ending  September 30, 1996.  There were 14,195,375  votes in
                    favor, 630 votes against,  and 6,698  abstentions out of the
                    14,202,703 shares represented at the meeting.



<PAGE>


              (iii) An  increase  in the  number of shares  which may be granted
                    under the  Company's  1988  Employee  and  Consultant  Stock
                    Option  Plan of the  company to  3,311,111  from  2,561,111.
                    There  were  12,646,879  votes  in  favor,  1,202,930  votes
                    against, 21,933 abstentions and 330,961 broker non-votes out
                    of the 14,202,703 shares represented at the meeting.

              (iv)  The approval of an amendment to the Company's  1988 Employee
                    and   Consultant   Stock   Option   Plan  to   provide   for
                    formula-based  grants  to  non-employee   directors  of  the
                    Company. There were 13,699,887 votes in favor, 201,031 votes
                    against, 30,824 abstentions and 270,961 broker non-votes out
                    of 14,202,703 shares represented at the meeting.

5.       OTHER INFORMATION

                  None.

6.       EXHIBITS AND REPORTS ON FORM 8-K

          Exhibit No.

             27          Financial Data Schedule






<PAGE>


                               NEUREX CORPORATION

                                   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.



Date:    July 11, 1996                         Neurex Corporation
         ----------------------------




By:
         /s/ Paul Goddard
         --------------------------------------------
         Paul Goddard, Ph.D.
         Chairman and Chief Executive Officer


By:
         /s/ Bradford M. Wait
         --------------------------------------------
         Bradford M. Wait
         Vice President, Finance and Administration,
         Chief Financial Officer




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

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
         This schedule contains summary financial information extracted from 
financial statements for the three month period ending March 31, 1996 and is 
qualified in its entirety by reference to such financial statements.

</LEGEND>

       
<S>                             <C>
<PERIOD-TYPE>                                   3-MOS
<FISCAL-YEAR-END>                               Sep-30-1995
<PERIOD-END>                                    Mar-31-1996
<EXCHANGE-RATE>                                 1.00
<CASH>                                          1,396,491
<SECURITIES>                                    21,278,060
<RECEIVABLES>                                   723,230
<ALLOWANCES>                                    0
<INVENTORY>                                     0
<CURRENT-ASSETS>                                23,397,781
<PP&E>                                          4,327,212
<DEPRECIATION>                                  2,658,303
<TOTAL-ASSETS>                                  25,305,333
<CURRENT-LIABILITIES>                           4,499,503
<BONDS>                                         0
                           0
                                     0
<COMMON>                                        183,002
<OTHER-SE>                                      18,638,817
<TOTAL-LIABILITY-AND-EQUITY>                    25,305,333
<SALES>                                         0
<TOTAL-REVENUES>                                365,420
<CGS>                                           0
<TOTAL-COSTS>                                   0
<OTHER-EXPENSES>                                3,866,988
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                              (245,773)
<INCOME-PRETAX>                                 (3,255,795)
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                             (3,255,795)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                    (3,255,795)
<EPS-PRIMARY>                                   (0.18)
<EPS-DILUTED>                                   (0.15)
        


</TABLE>


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