CELLEGY PHARMACEUTICALS INC
10-Q, 1999-11-02
PHARMACEUTICAL PREPARATIONS
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                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


For the quarterly period ended September 30, 1999

                                       OR

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

For the transition period from                        to

Commission File Number:  0-26372


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


         California                                            82-0429727
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)


  349 Oyster Point Boulevard, Suite 200, South San Francisco, California 94080
          (Address of principal executive offices, including zip code)

                                 (650) 616-2200
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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

The number of shares outstanding of the registrant's common stock at October 22,
1999 was 11,952,426.


<PAGE>

<TABLE>
                                              CELLEGY PHARMACEUTICALS, INC.

                                                   INDEX TO FORM 10-Q


<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                 <C>                                                                                             <C>
PART   I            FINANCIAL INFORMATION

Item 1.             Financial Statements ( Unaudited )

                    Condensed Balance Sheets as of September 30, 1999 and December 31, 1998 .....................    3


                    Condensed Statements of Operations for three and nine months
                    ended  September 30, 1999 and 1998, and the period from June
                    26, 1989 (inception) through September 30, 1999 .............................................    4

                    Condensed Statements of Cash Flows for the nine months ended
                    September  30,  1999 and 1998,  and the period from June 26,
                    1989 (inception) through September 30, 1999 .................................................    5

                    Notes to Condensed Financial Statements .....................................................    6

Item 2.             Management's Discussion and Analysis of Financial Condition and Results of Operations .......    7

Item 3.             Quantitative and Qualitative Disclosure of Market Risk ......................................   10

PART   II           OTHER INFORMATION

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

Item 2.             Changes in Securities and Use of Proceeds ...................................................   11

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

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

Item 5.             Other Information ...........................................................................   11

Item 6.             Exhibits and Reports on Form 8-K ............................................................   11

Signature(s) ....................................................................................................   12
</TABLE>


                                        2
<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
<TABLE>

                                                    Cellegy Pharmaceuticals, Inc.
                                                    (a development stage company)

                                                      Condensed Balance Sheets

                                                       (Amounts in thousands)

<CAPTION>

                                                                                         September 30, 1999        December 31, 1998
                                                                                         ------------------        -----------------
                                                                                             (Unaudited)                (Note 1)
<S>                                                                                           <C>                       <C>
Assets
Current assets:
     Cash and cash equivalents ..........................................................     $  1,536                  $  1,611
     Short-term investments .............................................................        7,453                     7,282
     Prepaid expenses and other current assets ..........................................        1,042                     1,433
                                                                                              --------                  --------
Total current assets ....................................................................       10,031                    10,326
Long-term investments ...................................................................        9,567                     6,327
Property and equipment, net .............................................................        3,257                     2,831
                                                                                              --------                  --------
Total assets ............................................................................     $ 22,855                  $ 19,484
                                                                                              ========                  ========


Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable and accrued liabilities ...........................................     $    454                  $  1,552
     Deferred revenue ...................................................................         --                         250
     Accrued research fees ..............................................................           11                        94
     Accrued compensation and related expenses ..........................................          112                        69
     Current portion of note payable                                                             1,125                       403
                                                                                              --------                  --------
Total current liabilities ...............................................................        1,702                     2,368
Long-term portion of note payable .......................................................        3,143                     2,818
Other long-term liabilities .............................................................          111                        80

Shareholders' equity:
     Common stock, no par value; 20,000,000 shares authorized: 11,925,138 shares
         issued and outstanding at September 30, 1999 and 10,173,294 shares issued
         and outstanding at December 31, 1998 ...........................................       54,925                    44,363
     Accumulated other comprehensive income .............................................           27                        47
     Deficit accumulated during the development stage ...................................      (37,053)                  (30,192)
                                                                                              --------                  --------
     Total shareholders' equity .........................................................       17,899                    14,218
                                                                                              --------                  --------
Total liabilities and shareholders' equity ..............................................     $ 22,855                  $ 19,484
                                                                                              ========                  ========

<FN>

The accompanying notes are an integral part of these condensed financial statements.
</FN>
</TABLE>
                                                                 3
<PAGE>
<TABLE>

                                                    Cellegy Pharmaceuticals, Inc.
                                                    (a development stage company)

                                                 Condensed Statements of Operations

                                                             (Unaudited)
                                          (Amounts in thousands, except per share amounts)

<CAPTION>

                                                                                                                        Period from
                                                                                                                       June 26, 1989
                                                                                                                         (inception)
                                                                 Three Months Ended             Nine Months Ended         through
                                                                    September 30,                 September 30,        September 30,
                                                                 1999           1998           1999           1998          1999
                                                               --------       --------       --------       --------       --------
<S>                                                            <C>            <C>            <C>            <C>            <C>
Revenues:
     Licensing, milestone, and development
         funding ........................................      $     25       $     66       $     67       $    231       $  2,646
     Government grants ..................................          --               16           --              102            400
     Product sales ......................................          --              343            712            343          1,170
                                                               --------       --------       --------       --------       --------
Total revenues ..........................................            25            425            779            676          4,216
Operating expenses:
     Cost of product sales ..............................          --               91            194             91            307
     Research and development ...........................         1,604          1,886          5,894          4,819         25,471
     General and administrative .........................           570            690          1,983          2,044         12,259
     Acquired in process technology .....................          --             --             --             --            3,843
                                                               --------       --------       --------       --------       --------
Total operating expenses ................................         2,174          2,667          8,071          6,954         41,880
                                                               --------       --------       --------       --------       --------
Operating loss ..........................................        (2,149)        (2,242)        (7,292)        (6,278)       (37,664)
     Interest income and expenses, net ..................           238            255            431            828          2,059
                                                               --------       --------       --------       --------       --------
Net loss ................................................        (1,911)        (1,987)        (6,861)        (5,450)       (35,605)
Non-cash preferred dividends ............................          --             --             --             --            1,448
                                                               --------       --------       --------       --------       --------
Net loss applicable to common shareholders ..............      $ (1,911)      $ (1,987)      $ (6,861)      $ (5,450)      $(37,053)
                                                               ========       ========       ========       ========       ========
Basic and diluted net loss per common share .............      $  (0.17)      $  (0.20)      $  (0.65)      $  (0.54)
                                                               ========       ========       ========       ========
Basic and diluted weighted average common
     shares outstanding .................................        11,328         10,165         10,560         10,158
                                                               ========       ========       ========       ========

<FN>
The  accompanying  notes  are an  integral  part of  these  condensed  financial statements.
</FN>
</TABLE>

                                                                 4
<PAGE>

<TABLE>


                                                    Cellegy Pharmaceuticals, Inc.
                                                    (a development stage company)

                                                 Condensed Statements of Cash Flows

                                                             (Unaudited)
                                                       (Amounts in thousands)

<CAPTION>


                                                                                                                       Period from
                                                                                                                      June 26, 1989
                                                                                           Nine Months Ended           (inception)
                                                                                              September 30,              through
                                                                                       -------------------------       September 30,
                                                                                         1999               1998           1999
                                                                                       --------          --------        --------
<S>                                                                                    <C>               <C>             <C>
Operating activities
Net cash used in operating activities ........................................         $ (7,545)         $ (5,729)       $(30,460)
                                                                                       --------          --------        --------

Investing activities
Purchase of property and equipment ...........................................             (739)             (247)         (3,744)
Purchases of investments .....................................................          (18,135)           (3,000)        (58,713)
Sales and maturities of investments ..........................................           14,704             7,354          41,720
                                                                                       --------          --------        --------
Net cash provided by (used in) investing activities ..........................           (4,170)            4,107         (20,737)



Financing activities
Proceeds from notes payable ..................................................         $  1,280          $    421        $  8,048
Repayment of notes payable ...................................................             (233)             --            (2,344)
Other long-term liabilities ..................................................               31              --               111
Net proceeds from issuance of common stock ...................................           10,562               161          35,240
Issuance of convertible preferred stock, net of issuance costs ...............             --                --            11,758
Deferred financing costs .....................................................                               --               (80)
                                                                                       --------          --------        --------
Net cash provided by financing activities ....................................           11,640               582          52,733
                                                                                       --------          --------        --------
Net increase (decrease) in cash and cash equivalents .........................              (75)           (1,040)          1,536
Cash and cash equivalents, beginning of period ...............................         $  1,611          $  1,822        $   --
                                                                                       --------          --------        --------
Cash and cash equivalents, end of period .....................................         $  1,536          $    782        $  1,536
                                                                                       ========          ========        ========


<FN>
The  accompanying  notes  are an  integral  part of  these  condensed  financial statements.
</FN>
</TABLE>

                                                                 5
<PAGE>




                          Cellegy Pharmaceuticals, Inc.
                          (a development stage company)

                     Notes to Condensed Financial Statements

Note 1.   -   Basis of Presentation

         The  accompanying  interim  condensed  financial  statements  have been
prepared  by the  Company  in  accordance  with  generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnote   disclosures  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,   the  accompanying   condensed  financial  statements  include  all
adjustments   (consisting  of  only  normal  recurring  adjustments)  considered
necessary for a fair  presentation  of operating  results for the nine and three
months ended  September  30, 1999 and may not  necessarily  be indicative of the
results to be expected for any other interim period or for the full year.

         The  balance  sheet at  December  31,  1998 has been  derived  from the
audited  financial  statements  at that  date but does  not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

         For further information, refer to the consolidated financial statements
and footnotes  thereto  included in the Company's annual report on Form 10-K for
the year ended December 31, 1998.

Note 2.   - Basic and Diluted Net Loss per Share

         The financial  statements are presented in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Basic net loss per
common share is computed  using the  weighted  average  number of common  shares
outstanding  during the  period.  Diluted  earnings  per share  incorporate  the
incremental  shares  issued  upon the  assumed  exercise  of stock  options  and
warrants,  when dilutive.  There is no difference  between basic and diluted net
loss per share, as presented in the statement of operations, because all options
and warrants are anti-dilutive.

Note 3.   -   Comprehensive Income


         Accumulated  other   comprehensive   income  (loss)  presented  on  the
accompanying  balance sheet  consists of the  accumulated  net  unrealized  gain
(loss) on  available-for-sale  investments.  Total  comprehensive  loss for nine
months ended September 30, 1999 was $6,881,000  compared with $5,360,000 for the
same nine months ending September 30, 1998. Total  comprehensive  loss for three
months ended  September  30, 1999 and  September  30, 1998 wase  $1,935,000  and
$1,973,000, respectively.

Note 4.   -   Segment Reporting

         Cellegy has two business segments:  pharmaceuticals and cosmeceuticals.
Pharmaceuticals   include  primarily  research  and  development   expenses  for
potential  prescription  products  to be  marketed  directly  by the  Company or
through corporate partners.

         The  cosmeceutical  business  segment  primarily  includes  development
expenses for non-prescription  skin care products.  Using related  technologies,
Cellegy is currently  incurring  development  expenses and  receiving all of its
product sales from one customer,  Gryphon  Development,  Inc.,  which is selling
product  through Bath & Body Works  specialty  retail stores  exclusively in the
United States.



                                       6
<PAGE>

         The  following  table  contains   information   (amount  in  thousands)
regarding  revenues and loss from operating each business  segment for the three
and nine months ended September 30, 1999 and 1998.

                                     Three months ended       Nine months ended
                                        September 30,           September 30,
                                    -------------------     --------------------
                                     1999        1998         1999       1998
                                    -------     -------     -------     -------
Revenues:
         Pharmaceuticals            $    25     $    82     $    67     $   333
         Cosmeceuticals                --           343         712         343
                                    -------     -------     -------     -------
                                    $    25     $   425     $   779     $   676
                                    =======     =======     =======     =======
Loss from Operations:
         Pharmaceuticals            $(2,035)    $(1,891)    $(7,351)    $(5,598)
         Cosmeceuticals                (114)       (351)         59        (680)
                                    -------     -------     -------     -------
                                    $(2,149)    $(2,242)    $(7,292)    $(6,278)
                                    =======     =======     =======     =======



Note 5.  -   Issuance of Common Stock in Connection with the Private Placement

         In July 1999,  Cellegy  completed a self-managed  private  placement of
approximately 1.6 million shares of its Common Stock, resulting in $10.0 million
in net  proceeds  to the  Company.  K.  Michael  Forrest,  President  and  Chief
Executive Officer of Cellegy, participated in the financing with the purchase of
80,000 shares.  Other  participants  included the Tisch Family Interests,  Janus
Global Life Sciences Fund, and funds managed by GMT Capital Corp.

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


     This  Quarterly  Report on Form 10-Q includes  forward-looking  statements.
Words  such as  "believes,"  "anticipates,"  "expects,"  "intends"  and  similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These forward-looking statements
concern  matters that involve  risks and  uncertainties  that could cause actual
results  to differ  materially  from  those in the  forward-looking  statements.
Further, we undertake no obligation to revise any forward-looking  statements in
order to reflect events or  circumstances  that may arise after the date of this
report.  Actual events or results may differ  materially from those discussed in
this Quarterly Report.

     Cellegy Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged
in the development of prescription drugs and cosmeceuticals to address a variety
of diseases  and  conditions  utilizing  its  patented  transdermal  and topical
delivery  technologies.  Cellegy was  incorporated in California in 1989. We are
developing   several    prescription    drugs,    including    Anogesic(R),    a
nitroglycerin-based  product for the treatment of anal fissures and hemorrhoids,
and a transdermal  testosterone  gel for the treatment of male  hypogonadism,  a
condition  that  frequently  results in lethargy and reduced libido in men above
the age of 40. In addition to its  prescription  drugs, we are developing a line
of anti-wrinkling  cosmeceutical products which we believe will address the skin
care needs of an affluent and aging population.

General

     In December  1997, the Cellegy  completed an asset purchase  agreement with
Neptune Pharmaceutical  Corporation  ("Neptune") to acquire all patent and other
intellectual  property  rights  relating to Anogesic.  Certain future  milestone
payments for Anogesic are payable to Neptune in Cellegy Common Stock. For fiscal
year 1999,



                                       7
<PAGE>

we  expect   non-cash   charges  to  operations  for  a  milestone   payment  of
approximately  $375,000.  The exact number of shares issuable will be based on a
formula  tied to the market  price of the Common  Stock  when the  milestone  is
achieved.  Based on the  October  22, 1999  closing  price of our Common  Stock,
approximately  50,000  shares  would  be  issued  for an  anticipated  milestone
achieved in the fourth quarter of 1999.

     In September  1999, a $100,000 Small Business  Innovation  Research  (SBIR)
grant from the  National  Institutes  of Health (NIH) was awarded to fund future
Cellegy research in order to advance the  pharmacological  understanding of anal
disorders.

     In October 1999,  Cellegy and Glaxo Welcome ("Glaxo")  terminated a license
agreement with return to us of Glylorin(TM)  product rights.  Earlier this year,
we had announced the company's intention to terminate the license.  Cellegy will
receive  remaining  development  funding due from Glaxo  through the date of the
termination and will repay  approximately  $200,000 in funds previously advanced
by Glaxo.  We do not currently  intend to develop  Glylorin on our own, but will
seek an appropriate  partner for certain  geographic  territories to develop the
product in exchange  for  possible  contract  payments  and  royalties on future
sales.

Results of Operations

     Revenues. Cellegy had revenues of $779,000 and $676,000 for the nine months
ended  September 30, 1999 and 1998,  respectively.  During the nine months ended
September 30, 1999,  revenues  consisted of $712,000 in product sales to Gryphon
Development, the development subsidiary of specialty retailer Bath & Body Works,
and $25,000 for development funding associated with the Glaxo license agreement.
During  the first  nine  months  of 1998,  revenues  consisted  of  $231,000  in
development  funding from Glaxo,  $102,000  related to an Orphan Drug grant from
the Food and Drug Administration  ("FDA") to cover certain of Cellegy's clinical
trial costs for Glylorin, and $343,000 in product sales to Gryphon Development.

     For the three  months  ended  September  30,  1999,  the  Cellegy  recorded
revenues of $25,000  from  Glaxo.  For the same  period in 1998,  revenues  were
$425,000 consisting of $66,000 in Glaxo development funding, $343,000 from sales
to Gryphon and $16,000 from the FDA Orphan Drug grant.

     No revenues were recorded for product  sales from Gryphon  Development  for
the recently completed quarter.  However, Cellegy has received about $320,000 in
additional  orders for the fourth quarter of 1999 from Gryphon  Development  for
its C79 intensive  moisturizer.  There is no assurance  that further  orders for
this product will be forthcoming during the remainder of 1999 or in 2000.

     Research and Development  Expenses.  Research and development expenses were
$5,894,000  for  the  nine  months  ended  September  30,  1999,  compared  with
$4,819,000  for the same period last year.  During the three months of the third
quarter of 1999 and 1998,  research and development  spending was $1,604,000 and
$1,886,000, respectively. The increase for the nine months period ended 1999 was
primarily  due to costs  associated  with  Cellegy's  Phase III  clinical  trial
studying  Anogesic for the  treatment of anal  fissures.  In addition,  expenses
associated  with  Cellegy's new office and  laboratory  facility  increased from
comparable  periods last year.  The third quarter 1999  decrease was  associated
with the  completion of the majority of clinical  testing in our Anogesic  Phase
III trial which occurred during the quarter.  Research  expenses are expected to
increase  during the  fourth  quarter of 1999 due  primarily  to other  Anogesic
clinical  studies  and  regulatory  filings,  as well  as,  planned  transdermal
testosterone gel clinical studies.

     General and Administrative  Expenses.  General and administrative  expenses
were  $1,983,000  for the nine months ended  September  30, 1999,  compared with
$2,044,000  for  the  same  period  last  year.  Cellegy  incurred  general  and
administrative  expenses of $570,000  and  $690,000  for the three  months ended
September 30, 1999 and 1998,  respectively.  The decreases were primarily due to
one-time  staffing  and  relocation  expenses  that  occurred  last year  offset
somewhat by higher  lease  expenses in 1999  associated  with the new  facility.
General  and  administrative  expenses  are  expected  to increase in the future
resulting from its corporate development programs and in support of its research
and product commercialization efforts.



                                       8
<PAGE>

     Interest Income and Expenses,  net. Cellegy recorded  $431,000 and $828,000
in interest  income and expenses,  net for nine months ended  September 30, 1999
and 1998,  respectively.  The decrease in interest income and interest expenses,
net, for the  comparable  nine month period of 1999 resulted from lower interest
income  earned due to lower  average  investment  balances  and higher  interest
expenses  associated with higher bank loan balances.  For the three month period
ended September 30, 1999 and 1998, we recorded $238,000 and $255,000 in interest
income and expenses,  net, respectively.  The slight decrease in interest income
and expenses for the comparable  three month period ended September 30, 1999 and
1998 was due to higher  interest income earned from higher  investment  balances
resulting from the July 1999 financing offset by higher interest expenses.

     Net Loss. The net loss applicable to common  shareholders was $6,861,000 or
$0.65  per  share  for the  nine  months  ended  September  30,  1999,  based on
10,560,000  weighted  average  shares  outstanding,  compared with a net loss of
$5,450,000  or $0.54  per  share  for the same  period  in the  prior  year when
10,158,000 weighted average shares were outstanding.  For the three months ended
September  30,  1999,  the  net  loss  applicable  to  common  shareholders  was
$1,911,000 or $0.17 per share based on  11,328,000  average  shares  outstanding
compared  with a net loss  applicable  to common  shareholders  of $1,987,000 or
$0.20 per share during the same period in 1998 when 10,165,000  weighted average
shares were outstanding.

 Liquidity and Capital Resources

     From  inception  through  September  30,  1999,  Cellegy  had  incurred  an
accumulated  deficit of $37.1 million and had consumed  cash from  operations of
$31.0 million.  Our public financing  included $6.4 million in net proceeds from
its initial public  offering in August 1995, $6.8 million in net proceeds from a
preferred  stock  financing in April 1996,  $3.8 million in net proceeds  from a
private  placement of Common Stock in July 1997,  $13.8  million in net proceeds
for a  secondary  public  offering in  November  1997 and $ 10.0  million in net
proceeds  from a  private  placement  of  Common  Stock in July  1999.  Cash and
investments  were $18.5  million at  September  30,  1999,  compared  with $15.2
million  at  December  31,  1998.  The  increase  in cash  and  investments  was
principally due to proceeds  received from the private  placement offset by cash
used in operating activities.

     Cellegy's  operations have and will continue to use substantial  amounts of
cash.  We have no current  source of  significant  ongoing  revenues  or capital
beyond existing cash and investments and the current product sale agreement with
Gryphon Development. In order to complete the research and development and other
activities necessary to commercialize its products, additional financing will be
required.  Our future  expenditures and capital  requirements depend on numerous
factors including,  without  limitation,  the progress and focus of its research
and development programs,  the progress and results of pre-clinical and clinical
testing,  the time and costs  involved in obtaining  regulatory  approvals,  the
costs of filing,  prosecuting,  defending  and  enforcing  any patent claims and
other  intellectual   property  rights,   competing   technological  and  market
developments,  changes in our existing  research  relationships,  our ability to
establish  collaborative  arrangements,   the  initiation  of  commercialization
activities,  the purchase of capital  equipment  and the  availability  of other
financing.

     In the course of its development  activities since  inception,  Cellegy has
incurred  significant  losses  and  expects  to  incur  substantial   additional
development  costs.  As a result,  we will require  additional  funds to finance
operations  and may seek  additional  private or public equity  investments  and
future collaborative arrangements with third parties. There is no assurance that
such  funding  will be  available  for  Cellegy to  finance  its  operations  on
acceptable  terms,  if at all.  Insufficient  funding  may  require us to delay,
reduce or  eliminate  some or all of its research  and  development  activities,
planned clinical trials and administrative  programs.  We believe that available
cash resources and the interest  thereon will be adequate to satisfy its capital
needs through at least December 31, 2000.

Year 2000 Issues

     To  address  the  potential  impact  of year  2000,  we  established  a Y2K
cross-function  project  team in August  1998,  chaired  by the  company's  Vice
President,  Finance and Chief Financial Officer. The Y2K project team reports to
the Information  Systems ("IS")  committee which consists of the Cellegy's Chief
Executive  Officer and



                                       9
<PAGE>

all its other  officers.  The Y2K project  team  developed a phased  approach to
identify and resolve any Year 2000 issues.

     All three phases of our  compliance  program  were  completed in the second
quarter of 1999. Cellegy expects the cost of the Year 2000 compliance program to
be less than $35,000.

     Cellegy  has  developed  a  contingency  plan in the event  that a business
interruption  caused by Year 2000 problems should occur.  The  contingency  plan
also  addresses  vendor  and third  parties'  Year 2000  issues  that may arise.
Nevertheless,  Year 2000  compliance is a complex project and it depends on many
factors, some of which are not completely within our control.  Should either our
internal systems or the internal  systems of one or more  significant  vendor or
supplier fail to achieve Year 2000  compliance,  our business and its results of
operations could be adversely affected.



Factors That May Affect Future Operating Results

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
which involve risks and uncertainties, including, but not limited to, statements
concerning the completion of clinical trials,  particularly  Cellegy's Phase III
trial  using  Anogesic  and our  testosterone  trials,  the  timing  of  planned
regulatory  filings,  the scope of the Cellegy's  patent  coverage,  anticipated
expenditures  and the need for additional  funds.  The factors  discussed in our
reports  filed  with the  Securities  and  Exchange  Commission,  including  the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1998 and
its  prospectus  on Form S-3 filed on August 30,  1999 in  particular  under the
caption  "Factors  That May Affect  Future  Operating  Results," in both filings
should be carefully considered when evaluating Cellegy's business and prospects.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Cellegy  invests its excess cash in  short-term,  investment  grade,  fixed
income  securities  under  an  investment  policy.  All of our  investments  are
classified as available-for-sale.  We believe that potential near-term losses in
future earnings, fair values or cash flows related to their investment portfolio
would not be significant. Cellegy has an outstanding long-term note payable with
an interest rate that currently varies with the lender's prime rate.






                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

         None

Item 2.           Changes in Securities and Use of Proceeds

         On July 30,  1999,  the Company  sold a total of 1.6 million  shares of
Common Stock at a price of $6.25 per share in a private placement transaction to
a small number of investors,  including  Four Partners,  Bay Resource  Partners,
L.P., Bay Resource  Partners  Offshore Ltd., Janus Global Life Sciences Fund and
K. Michael  Forrest,  who is the  President and Chief  Executive  Officer of the
Company.  Gross  proceeds  were  approximately  $10.1  million and net  proceeds
(deducting  legal,  accounting and  miscellaneous  expenses) were  approximately
$10.0 million.  No warrants were issued and no  underwriting  discounts or agent
commissions were incurred. The securities were issued in reliance on the private
placement exemption of Rule 506 of Regulation D promulgated under the Securities
Act of 1933, as amended, and all investors represented that they were accredited
investors as defined in Regulation D.

Item 3.           Defaults Upon Senior Securities

         None

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

         None

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K

         None





                                       11
<PAGE>


                                   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.

                          CELLEGY PHARMACEUTICALS, INC.


Date:  November 2, 1999
                                   ---------------------------------------------
                                   K. Michael Forrest
                                   President and Chief Executive Officer


Date: November 2, 1999
                                   ---------------------------------------------
                                   A. Richard Juelis
                                   Vice President, Finance and
                                   Chief Financial Officer



                                       12


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