CADUS PHARMACEUTICAL CORP
10-Q, 1997-11-12
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                 For the quarterly period ended      September 30, 1997
                                                     ------------------

[   ]          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     0-28674.
                                                    --------

                        CADUS PHARMACEUTICAL CORPORATION
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      13-3660391
- -------------------------------            ------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

777 Old Saw Mill River Road, Tarrytown, New York               10591-6705
- ------------------------------------------------             --------------
     (Address of Principal Executive Offices)                  (Zip Code)

Registrant's Telephone Number, Including Area Code           (914) 467-6200
                                                             --------------

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      
                              -----              -----

The number of shares of registrant's common stock, $.01 par value, outstanding
as of October 13, 1997 was 12,327,410.

<PAGE>

                        CADUS PHARMACEUTICAL CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                               Page No.
                                                                                               --------
<S>                                                                                               <C>
PART I    --   CONDENSED FINANCIAL INFORMATION

          Item 1.       Condensed Financial Statements

                        Condensed Balance Sheets - September 30, 1997 and                             3
                        December 31, 1996

                        Condensed Statements of Operations - Three and nine months
                        ended September 30, 1997 and 1996                                             4

                        Condensed Statements of Cash Flows - Nine months ended
                        September 30, 1997 and 1996                                                   5

                        Notes to Condensed Financial Statements                                     6-8


          Item 2.       Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                                        9-11


PART II   --   OTHER INFORMATION

          Item 1.       Legal Proceedings                                                            12

          Item 2.       Changes in Securities                                                        12

          Item 3.       Defaults Upon Senior Securities                                              12

          Item 4.       Submission of Matters to a Vote of Security Holders                          12

          Item 5.       Other Information                                                            12

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


SIGNATURES                                                                                           13


EXHIBIT INDEX                                                                                        14
</TABLE>

                                       2


<PAGE>

                        Cadus Pharmaceutical Corporation

                            Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                               September 30,       December 31,
                                                                                   1997                1996
                                                                               ------------        ------------
<S>                                                                            <C>                 <C>         
                                     Assets

Current assets:
     Cash and cash equivalents                                                 $ 36,877,143        $ 43,152,677
     Prepaid and other current assets                                               344,014             263,052
                                                                               ------------        ------------
               Total current assets                                              37,221,157          43,415,729

Restricted cash                                                                      40,000             118,000
Fixed assets, net of accumulated depreciation and amortization of
    $2,346,389 at September 30, 1997 and $1,488,015 at December 31, 1996          3,100,015           2,955,530
Investments in other ventures                                                     1,629,837             310,660
Other assets, net                                                                   780,474             486,939
                                                                               ------------        ------------

               Total assets                                                    $ 42,771,483        $ 47,286,858
                                                                               ============        ============


                      Liabilities and Stockholders' Equity

Current liabilities:
       Deferred revenue                                                        $         --        $  1,000,000
       Accounts payable, accrued expenses and other current liabilities             516,043             926,454
        Line of credit and loans payable to bank-current portion                         --              12,601
                                                                               ------------        ------------
               Total current liabilities                                            516,043           1,939,055

        Loans payable to bank                                                            --              16,474
        Note payable to partnership                                                 150,000             150,000
                                                                               ------------        ------------
               Total liabilities                                                    666,043           2,105,529

Commitments and contingencies

Stockholders' equity:
Common stock                                                                        124,576             122,029
Additional paid-in capital                                                       54,347,301          53,790,704
Accumulated deficit                                                             (12,066,362)         (8,431,329)
Treasury stock                                                                     (300,075)           (300,075)
                                                                               ------------        ------------


               Total stockholders' equity                                        42,105,440          45,181,329
                                                                               ------------        ------------

               Total liabilities and stockholders' equity                      $ 42,771,483        $ 47,286,858
                                                                               ============        ============
</TABLE>

            See accompanying notes to condensed financial statements

                                       3

<PAGE>


                        Cadus Pharmaceutical Corporation

                       Condensed Statements of Operations

<TABLE>
<CAPTION>
                                                             Three Months Ended                 Nine Months Ended
                                                                September 30,                      September 30,
                                                           1997              1996              1997              1996
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>         
Revenues, principally from
    related parties                                    $  2,402,364      $  1,625,000      $  6,564,150      $  4,875,002
                                                       ------------      ------------      ------------      ------------


Costs and expenses:
    Research and development costs                        2,962,939         2,417,111         8,331,469         5,854,796
    General and administrative expenses                     820,070           538,901         2,808,670         1,159,417
                                                       ------------      ------------      ------------      ------------

       Total costs and expenses                           3,783,009         2,956,012        11,140,139         7,014,213
                                                       ------------      ------------      ------------      ------------

Operating loss                                           (1,380,645)       (1,331,012)       (4,575,989)       (2,139,211)
                                                       ------------      ------------      ------------      ------------

Interest income                                             501,953           544,859         1,589,096         1,268,804
Interest expense                                              4,611            35,988             7,365           104,847
                                                       ------------      ------------      ------------      ------------

       Interest income, net                                 497,342           508,871         1,581,731         1,163,957

Equity in other ventures (note 2)                          (380,806)               --          (680,823)               --
                                                       ------------      ------------      ------------      ------------

Loss before income taxes                                 (1,264,109)         (822,141)       (3,675,081)         (975,254)

State and local taxes                                       (63,165)               --           (40,048)           23,580
                                                       ------------      ------------      ------------      ------------

Net loss                                               $ (1,200,944)     $   (822,141)     $ (3,635,033)     $   (998,834)
                                                       ============      ============      ============      ============

Net loss per share (note 3)                            $      (0.10)     $      (0.08)     $      (0.30)     $      (0.23)

Shares used in calculation of net loss
    per share (note 3)                                   12,295,474        10,200,160        12,185,827         4,354,145

Net loss per share assuming full dilution (note 3)                       $      (0.07)                       $      (0.10)


Shares used in calculation of net loss per share
     assuming full dilution (note 3)                                       11,433,556                           9,698,861
</TABLE>

            See accompanying notes to condensed financial statements

                                       4

<PAGE>


                        Cadus Pharmaceutical Corporation

                       Condensed Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                         1997              1996
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>          
Cash flows from operating activities:
Net loss                                                                             $ (3,635,033)     $   (998,834)
Equity in other ventures                                                                  680,823                --
Adjustments to reconcile net loss to net cash used in operating activities:
           Depreciation and amortization                                                  980,640           578,785
           Changes in assets and liabilities:
                Increase in prepaid and other current assets                              (80,962)         (303,352)
                Decrease (increase) in other assets                                         2,993          (124,147)
                (Decrease) increase in deferred revenue                                (1,000,000)        1,000,000
                (Decrease) increase in accounts payable, accrued expenses and
                           other current liabilities                                     (410,411)           77,549
                                                                                     ------------      ------------

                         Net cash (used in)/provided by operating activities           (3,461,950)          230,001
                                                                                     ------------      ------------

Cash flows from investing activities:
            Acquisition of fixed assets                                                (1,093,283)         (973,331)
            Decrease in restricted cash                                                    78,000         2,380,000
            Stockholder borrowing                                                           5,822             5,821
            Investment in other ventures                                               (2,000,000)               --
            Patent costs                                                                 (334,192)         (127,822)
                                                                                     ------------      ------------

                         Net cash (used in)/provided by investing activities           (3,343,653)        1,284,668
                                                                                     ------------      ------------

Cash flows from financing activities:
            Payments on bank loans                                                        (29,075)       (2,392,897)
            Proceeds from issuance of common stock and exercise of stock options          559,144        19,853,705
                                                                                     ------------      ------------

                         Net cash provided by financing activities                        530,069        17,460,808
                                                                                     ------------      ------------

                         Net (decrease) increase in cash and cash equivalents          (6,275,534)       18,975,477

 Cash and cash equivalents at beginning of period                                      43,152,677        25,682,920
                                                                                     ------------      ------------


 Cash and cash equivalents at end of period                                          $ 36,877,143      $ 44,658,397
                                                                                     ============      ============
</TABLE>

            See accompanying notes to condensed financial statements

                                       5

<PAGE>

                        Cadus Pharmaceutical Corporation

                     Notes to Condensed Financial Statements

(1)  Organization and Basis of Preparation

      The information presented as of September 30, 1997 and for the three and
      nine month periods then ended, is unaudited, but includes all adjustments
      (consisting only of normal recurring accruals) that the Company's
      management believes to be necessary for the fair presentation of results
      for the periods presented. Certain information and footnote disclosures
      normally included in financial statements prepared in accordance with
      generally accepted accounting principles have been omitted pursuant to the
      requirements of the Securities and Exchange Commission, although the
      Company believes that the disclosures included in these financial
      statements are adequate to make the information not misleading. The
      December 31, 1996 balance sheet was derived from audited financial
      statements. These financial statements should be read in conjunction with
      the Company's annual report on Form 10-K for the year ended December 31,
      1996.

      Through December 31, 1996, the Company reported as a development stage
      enterprise in accordance with the Financial Accounting Standards Board's
      ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 7,
      "Accounting and Reporting by Development Stage Enterprises". Management
      believes it has commenced its principal operations and these operations
      have generated significant revenues and therefore, beginning with the
      three-month period ended March 31, 1997, the Company no longer reports as
      a development stage enterprise.

      The results of operations for the nine-month period ended September 30,
      1997 are not necessarily indicative of the results to be expected for the
      year ending December 31, 1997.

(2)   Investments in Other Ventures

      Partnership Interest

      In December 1996, the Company contributed $310,660 in exchange for a 89%
      limited partnership interest in Laurel Partners Limited Partnership
      ("Laurel"), a limited partnership of which a stockholder of the Company is
      the general partner. The investment is accounted for under the equity
      method with the recognition of losses limited to the Company's capital
      contributions. For the three and nine month periods ended September 30,
      1997, the Company recognized $15,973 and $158,177, respectively in losses
      related to the investment.

      Investment in Axiom Biotechnologies

      In May 1997, the Company purchased $2.0 million of convertible preferred
      stock in Axiom Biotechnologies Inc. ("Axiom"), representing approximately
      26% of the outstanding shares of Axiom on an as converted basis. The

      Company has agreed to purchase an additional $2.0 million of convertible
      preferred stock in Axiom if the Company receives and accepts Axiom's first
      High Throughput Pharmacological Screening System on or prior to May 29,
      1998. This would increase the Company's equity interest in Axiom to
      approximately 38% of Axiom's then outstanding shares (assuming no
      additional shares of common stock or securities convertible into common
      stock are issued in the interim) on an as converted basis. The investment
      is accounted for under the equity method with the Company recognizing 100%
      of Axiom's net losses to the extent that the Company's investment is
      funding those losses. For the three and nine month periods ended September
      30, 1997, the Company recognized $364,833 and $522,646, respectively in
      losses generated by Axiom.

(3)    Net Loss Per Share

       Net loss per share for the three and nine-month periods ended September
       30, 1997, is computed on the basis of the net loss for the period divided
       by the weighted average number of shares of common stock outstanding

                                       6

<PAGE>

      during the period. Common stock issuable upon exercise of outstanding
      stock options is excluded from the calculation as such inclusion would be
      anti-dilutive.

      For the three-month and nine-month periods ended September 30, 1996,
      primary net loss per share is computed using the weighted average number
      of shares of common stock outstanding. Common shares issued in connection
      with the initial public offering and the conversion of the convertible
      preferred stock on July 22, 1996, are included from the date of issuance.
      The calculation for the nine month period ended September 30, 1996 also
      includes, pursuant to Securities and Exchange Commission Staff Accounting
      Bulletin No. 83, stock options (using the treasury stock method and the
      initial public offering price) issued at prices substantially below the
      public offering price during the 12-month period prior to the offering as
      if they were outstanding for the three months ended March 31, 1996. For
      the three months ended September 30, 1996, common equivalent shares from
      stock options are excluded from the computation as their effect is
      anti-dilutive

(4)   Supplemental Cash Flow Information

                                                         Nine Months
                                                     ended September 30,
                                                     1997           1996
                                                -----------------------------
      Cash payments for:
      Interest.................................     $7,365        $104,847
                                                    ======        ========

      Income taxes.............................    $25,518         $23,580
                                                   =======         =======



(5)   Research Collaborations

      Bristol- Myers Squibb Company

      In accordance with its Research Collaboration and License Agreement dated
      July 26, 1994, Bristol-Myers Squibb Company ("BMS") has agreed to provide
      funding to the Company for the conduct of research programs in an amount
      of up to $4.0 million each year, adjusted for inflation beginning July
      1997, during the term of the research programs which was due to expire in
      July 1997. In January 1997, BMS exercised its option to extend its
      collaboration with the Company for an additional two years through July
      1999.

      SmithKline Beecham

      In February 1997, the Company entered into a drug discovery collaboration
      with SmithKline Beecham ("SmithKline"). During the term of the
      collaboration, which expires in February 2002, the Company will seek to
      identify ligands and to elucidate the function of orphan G protein-coupled
      receptors included within the collaboration and create high-throughput
      screens to discover small molecular agonists and antagonists to these
      receptors.

      During the term of the collaboration, SmithKline is required to provide
      the Company with research funding of $3.0 million each year, adjusted for
      inflation, and certain other payments, including a $2.0 million payment in
      February 1998. SmithKline is also required to make payments to the Company
      upon the achievement of certain research milestones and upon the
      achievement by SmithKline of certain drug development milestones.
      SmithKline is also required to pay the Company royalties on the sale of
      drugs developed through the use of the Company's drug discovery
      technologies. The Company has co-promotion rights in North America for
      certain products that may result from the collaboration and rights to
      certain potential products that SmithKline may choose not to develop.

      SmithKline has the right to extend the term of the collaboration for
      between two and five years by notice to the Company given prior to
      February 25, 2001. SmithKline has the right to terminate the collaboration
      after 

                                       7

<PAGE>

      February 25, 1999 (or later under certain circumstances) ("Evaluation
      Date") if (i) the Company fails to meet certain scientific objectives in
      connection with the conduct of the collaboration or (ii) fails to perform
      its obligations in the conduct of the collaboration in any material
      respect and does not cure such failure within a period of 60 days after
      receiving notice thereof. In the event of such termination, SmithKline has
      no further obligation to provide the Company with funding for the
      collaboration.


      In February 1997, the Company and SmithKline Beecham Corporation entered
      into a stock purchase agreement pursuant to which the Company has the
      option to sell to SmithKline Beecham Corporation (i) shares of the
      Company's common stock having a then fair market value of $5.0 million
      during a 90-day period commencing on February 25, 1998 and (ii) shares of
      the Company's common stock having a then fair value of $5.0 million,
      during a 90-day period commencing on the date certain scientific
      objectives are achieved (subject to the Company achieving such objectives
      prior to the Evaluation Date and meeting certain financial requirements).
      In addition, SmithKline Beecham Corporation has the right, at its option,
      to purchase up to $5.0 million worth of shares of the Company's common
      stock at 150% of the then fair market value in lieu of making certain
      research milestone payments. The Company granted SmithKline Beecham
      Corporation certain registration rights with respect to shares of the
      Company's Common Stock which SmithKline Beecham Corporation may purchase
      pursuant to the stock purchase agreement.

(6)   Relocation of Colorado Facility

      On July 14, 1997, the Company announced plans to relocate its Lakewood,
      Colorado operations to New York. The Company expects to complete the
      relocation by October 31, 1997 at an estimated cost of $400,000.

(7)   Recently Issued Accounting Standards

      In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" which
      specifies the computation, presentation, and disclosure requirements for
      earnings per share (EPS) for entities with publicly held common stock or
      potential common stock. SFAS No. 128 replaces the presentation of primary
      EPS and fully diluted EPS with basic EPS and diluted EPS. It also requires
      dual presentation of basic and diluted EPS on the face of the income
      statement for all entities with complex capital structures and requires
      reconciliation of the numerator and denominator of the basic EPS
      computation to the numerator and denominator of the diluted EPS
      computation.

      SFAS No. 128 is effective for financial statements for both interim and
      annual periods ending after December 15, 1997. It is not expected that the
      adoption of this statement will have a material impact on the Company's
      financial position or operating results.


                                       8

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

      The Company was incorporated in 1992 and has devoted substantially all of
      its resources to the development and application of novel yeast-based and
      signal transduction drug discovery technologies. To date, all of the
      Company's revenues have resulted from research funding provided by its
      collaborative partners.

      The Company has incurred operating losses in each year since its inception
      including net losses of approximately $3.6 million during the nine months
      ended September 30, 1997. At September 30, 1997, the Company had an
      accumulated deficit of approximately $12.1 million. The Company's losses
      have resulted principally from costs incurred in research and development
      and from general and administrative expenses associated with the Company's
      operations. These costs have exceeded the Company's revenues and interest
      income. The Company expects to incur substantial additional operating
      losses over the next several years as a result of increases in its
      expenses for research and product development.


Results of Operations

      Nine Months Ended September 30, 1997 and September 30, 1996

      Revenues

      Revenues for the nine months ended September 30, 1997 increased to $6.6
      million from $4.9 million for the same period in 1996. This increase was
      attributable to the commencement in February 1997 of research funding from
      SmithKline Beecham ("Smithkline"), one of the Company's collaborative
      partners.

      Operating Expenses

      The Company's research and development expenses for the nine months ended
      September 30, 1997 increased to $8.3 million from $5.9 million for the
      same period in 1996. This increase was attributable primarily to increases
      in staffing and supplies for the SmithKline collaboration and the
      Company's internal programs, including expansion of its chemistry and
      bioinformatics capabilities, as well as facilities expenses in connection
      with the Company's occupancy of additional laboratory space.

      General and administrative expenses for the nine months ended September
      30, 1997 increased to $2.8 million from $1.2 million for the same period
      in 1996. This increase was attributable primarily to increased legal
      expenses, the hiring of management personnel, and the increase in the
      Company's directors and officers liability insurance premium and other
      administrative expenses resulting from the regulatory requirements of
      being a public company.


      Net Interest Income

      Net interest income for the nine months ended September 30, 1997 increased
      to $1.6 million from $1.2 million for the same period in 1996. This
      increase related primarily to interest earned on the net proceeds from the
      Company's initial public offering as well as the reduction in interest
      expense on the line of credit, which was repaid in September 1996.

                                       9
<PAGE>

      Equity in Other Ventures

      Equity in other ventures reflects losses associated with the Company's two
      investments. For the nine months ended September 30, 1997, the Company
      recognized losses of $158,177 related to its investment in Laurel Partners
      Limited Partnership. For the nine months ended September 30, 1997, the
      Company recognized $522,646 in losses generated by Axiom. The Company's
      investment in Axiom is accounted for under the equity method with the
      Company recognizing 100% of Axiom's net losses to the extent that the
      Company's investment is funding those losses.

      Net Loss

      The net loss for the nine months ended September 30, 1997 increased to
      $3.6 million from $999,000 for the same period in 1996. The increase can
      be attributed to an increase in the operating expenses of the Company as
      described above, which was partially offset by increases in revenues and
      interest income.

      Three Months Ended September 30, 1997 and September 30, 1996

      Revenues

      Revenues for the three months ended September 30, 1997 increased to $2.4
      million from $1.6 million for the same period in 1996. This increase was
      primarily attributable to the commencement in February 1997 of research
      funding from SmithKline, one of the Company's collaborative partners.

      Operating Expenses

      The Company's research and development expenses for the three months ended
      September 30, 1997 increased to $3.0 million from $2.4 million for the
      same period in 1996. This increase was attributable primarily to increases
      in staffing and supplies for the SmithKline collaboration and the
      Company's internal programs, including expansion of its chemistry and
      bioinformatics capabilities as well as additional expenditures for outside
      research contracts.

      General and administrative expenses for the three months ended September
      30, 1997 increased to $820,000 from $539,000 for the same period in 1996.
      This increase was attributable primarily to increased legal expenses and
      the hiring of management personnel.


      Net Interest Income

      Net interest income for the three months ended September 30, 1997
      decreased to $497,000 from $509,000 for the same period in 1996. This
      decrease related primarily to the reduction in interest earned due to
      lower cash balances than in the third quarter of the previous year. This
      decline in earned interest was slightly offset by the reduction in
      interest expense on the line of credit, which was repaid in September
      1996.

      Equity in Other Ventures

      Equity in other ventures reflects losses associated with the Company's two
      investments. For the three months ended September 30, 1997, the Company
      recognized losses of $15,973 related to its investment in Laurel Partners
      Limited Partnership. For the three months ended September 30, 1997, the
      Company recognized $364,833 in losses generated by Axiom. The Company's
      investment in Axiom is accounted for under the equity method with the
      Company recognizing 100% of Axiom's net losses to the extent that the
      Company's investment is funding those losses.

                                       10

<PAGE>

      Net Loss

      The net loss for the three months ended September 30, 1997 increased to
      $1.2 million from $822,000 for the same period in 1996. The increase can
      be attributed to an increase in the operating expenses of the Company as
      described above, which was partially offset by an increase in revenues.

      Liquidity and Capital Resources

      At September 30, 1997, the Company had cash and cash equivalents of $36.9
      million. The Company's working capital at September 30, 1997 was $36.7
      million.

      In May 1997, the Company purchased $2.0 million of convertible preferred
      stock in Axiom Biotechnologies Inc. ("Axiom"). The Company has agreed to
      purchase an additional $2.0 million of convertible preferred stock in
      Axiom if the Company receives and accepts Axiom's High Throughput
      Pharmacological Screening system on or prior to May 29, 1998.

      The Company invested approximately $1.1 million in property and equipment
      during the nine months ended September 30, 1997. The Company expects
      capital expenditures to increase over the next several years as it expands
      facilities to support the planned expansion of research and development
      efforts.

      The Company intends to increase its expenditures substantially over the
      next several years to enhance its technologies and pursue internal
      proprietary drug discovery programs. The Company believes that its

      existing capital resources, together with interest income and future
      payments due under its research collaborations, will be sufficient to
      support its current and projected funding requirements through the end of
      2000. This forecast of the period of time through which the Company's
      financial resources will be adequate to support its operations is a
      forward-looking statement that may not prove accurate and, as such, actual
      results may vary. The Company's capital requirements may vary as a result
      of a number of factors, including the progress of its drug discovery
      programs, competitive and technological developments, the continuation of
      its existing collaborative agreements and the establishment of additional
      collaborative agreements, and the progress of the development efforts of
      the Company's corporate partners. The Company expects that it will require
      significant additional financing in the future, which it may seek to raise
      through public or private equity offerings, debt financing or additional
      corporate partnerships. No assurance can be given that such additional
      financing will be available when needed or that, if available, such
      financing will be obtained on terms favorable to the Company. To the
      extent that additional capital is raised through the sale of equity or
      convertible debt securities, the issuance of such securities could result
      in dilution to the Company's stockholders.

                                       11

<PAGE>

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                  Nothing to report.

Item 2.           Changes in Securities

                  Nothing to report.

Item 3.           Defaults Upon Senior Securities

                  Nothing to report.

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

                  Nothing to report.

Item 5.           Other Information

                  Nothing to report.

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

                  (a)     The exhibits listed in the Exhibit Index are included
                          in this report.

                  (b)     Reports on Form 8-K

                          None

                                       12

<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.


                                              CADUS PHARMACEUTICAL CORPORATION
                                              (Registrant)


Date: November 13, 1997                    By
                                              ---------------------------------
                                              James S. Rielly
                                              Director of Finance, Controller
                                              and Treasurer
                                              (Authorized Officer and Principal
                                              Financial Officer)

                                       13

<PAGE>

                                  EXHIBIT INDEX


The following exhibits are filed as part of this Quarterly Report on Form 10-Q:


                Exhibit No.               Description
                -----------               -----------

                     11                   Computation of Net Loss Per Share

                     27                   Financial Data Schedule


                                       14



<PAGE>

                                                                    Exhibit 11

                        Computation of Net Loss Per Share

<TABLE>
<CAPTION>
                                                                     Three Months Ended                 Nine Months Ended
                                                                        September 30,                     September 30,
                                                                     1997            1996              1997            1996
                                                                  (unaudited)     (unaudited)       (unaudited)     (unaudited)
                                                                 ------------    ------------      ------------    ------------
<S>                                                              <C>             <C>               <C>             <C>          
Net loss                                                         $ (1,200,944)   $   (822,141)     $ (3,635,033)   $   (998,834)

Loss per common and common equivalent share:

   Weighted average number of shares of common stock
   outstanding during the periods after giving effect to the
   one-for-three reverse stock split in July 1996                  12,295,474      10,200,160        12,185,827       4,287,837

   Common equivalent shares from stock options issued
   during the 12-month period prior to the registration
   statement filing using the treasury stock method                        --              --                --          66,308

                                                                 ------------    ------------      ------------    ------------
   Shares used in calculation of net loss per share                12,295,474      10,200,160        12,185,827       4,354,145

   Net loss per common and common equivalent share               $      (0.10)   $      (0.08)     $      (0.30)   $      (0.23)
                                                                 ============    ============      ============    ============

Loss per common and common equivalent share
   assuming full dilution:

   Weighted average number of shares of common stock
   outstanding during the periods after giving effect to the
   one-for-three reverse stock split in July 1996                                  10,200,160                         4,287,837

   Series A convertible preferred stock prior to conversion                           826,650                         3,582,149

   Series B convertible preferred stock prior to conversion                           406,746                         1,762,567

   Common equivalent shares from stock options issued
   during the 12-month period prior to the registration
   statement filing using the treasury stock method                                        --                            66,308
                                                                                 ------------                      ------------

   Weighted average number of common and common
   equivalent shares outstanding assuming full dilution                            11,433,556                         9,698,861

   Net loss per common and common equivalent share
   assuming full dilution                                                        $      (0.07)                     $      (0.10)
                                                                                 ============                      ============
</TABLE>


<TABLE> <S> <C>


<ARTICLE> 5

<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet, and Statement of Operations and is qualified in its entirety by reference
to such financial statements.
</LEGEND>

<MULTIPLIER> 1

       
<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>             DEC-31-1997
<PERIOD-END>                  SEP-30-1997
<CASH>                        36,877,143
<SECURITIES>                  0
<RECEIVABLES>                 65,566
<ALLOWANCES>                  0
<INVENTORY>                   0
<CURRENT-ASSETS>              37,221,157
<PP&E>                        5,446,404
<DEPRECIATION>                2,346,389
<TOTAL-ASSETS>                42,771,483
<CURRENT-LIABILITIES>         516,043
<BONDS>                       150,000
         0
                   0
<COMMON>                      124,576
<OTHER-SE>                    41,980,864
<TOTAL-LIABILITY-AND-EQUITY>  42,771,483
<SALES>                       0
<TOTAL-REVENUES>              6,564,150
<CGS>                         0
<TOTAL-COSTS>                 11,140,139
<OTHER-EXPENSES>              0
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            7,365
<INCOME-PRETAX>               (3,675,081)
<INCOME-TAX>                  (40,048)
<INCOME-CONTINUING>           (3,635,033)
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  (3,635,033)
<EPS-PRIMARY>                 (0.30)
<EPS-DILUTED>                 0
        


</TABLE>


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