-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQu+VRiUx7zDcS7t54+ECEK9FqCMwnr+GLM2A7yYCQH3QzilJllWvUbj8MJ6aOu6 l+8kCxEldfyihaG2gU0UeQ== /in/edgar/work/0000898430-00-003473/0000898430-00-003473.txt : 20001116 0000898430-00-003473.hdr.sgml : 20001116 ACCESSION NUMBER: 0000898430-00-003473 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12943 FILM NUMBER: 768728 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2000, 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 0-12943 CYPRESS BIOSCIENCE, INC. (Exact Name of Registrant as specified in its charter) DELAWARE 22-2389839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4350 Executive Drive, Suite 325, San Diego, California 92121 (Address of principal executive offices) (zip code) (858) 452-2323 (Registrant's telephone number including area code) __________________________________ Indicate by check (X) 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_____ ----- At November 10, 2000, 48,722,123 shares of Common Stock of the Registrant were outstanding. This filing, without exhibits, contains 14 pages. 1 TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page ---- Item 1 - Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999.................. 3 Consolidated Statements of Operations for the three and nine months ended September 30, 2000 and 1999 (unaudited)......................... 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and 1999 (unaudited)............ 5 Notes to Consolidated Financial Statements (unaudited)................... 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations...................................... 8 Item 3 - Quantitative and Qualitative Disclosures About Market Risk............... 12 PART II - OTHER INFORMATION Item 1 - Legal Proceedings........................................................ 13 ITEM 2 - Changes in Securities and Use of Proceeds................................ 13 ITEM 3 - Defaults Upon Senior Securities.......................................... 13 ITEM 4 - Submission to Matters to a Vote of Security Holders...................... 13 ITEM 5 - Other Information........................................................ 13 ITEM 6 - Exhibits and Reports on Form 8-K........................................ 13 Signatures........................................................................ 14
2 CYPRESS BIOSCIENCE, INC. CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2000 1999 -------------- ------------ (Unaudited) (Note) ASSETS Current assets: Cash and cash equivalents $ 8,956,040 $ 11,569,966 Accounts receivable from agreement with Fresenius 373,223 387,474 Prepaid expenses 154,458 389,180 Debt acquisition cost 97,080 144,654 ------------ ------------ Total current assets 9,580,801 12,491,274 Property and equipment, net 162,519 226,042 Other assets 12,190 20,360 Deferred financing costs 21,094 93,796 ------------ ------------ Total assets $ 9,776,604 $ 12,831,472 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 935,887 $ 952,932 Accrued compensation 131,734 135,211 Accrued liabilities 295,777 478,477 Current portion of convertible debentures 275,000 - Current portion of long-term obligations 1,535,211 850,108 ------------ ------------ Total current liabilities 3,173,609 2,416,728 Convertible debentures - 400,000 Long-term obligations, net of current portion 981,853 2,269,891 Stockholders' equity: Common stock, $.02 par value; 75,000,000 shares authorized, 48,722,123 and 46,314,110 shares issued and outstanding at September 30, 2000 and December 31, 1999, respectively 974,442 926,282 Additional paid-in capital 99,326,133 94,609,138 Accumulated deficit (94,679,433) (87,790,567) ------------ ------------ Total stockholders' equity 5,621,142 7,744,853 ------------ ------------ Total liabilities and stockholders' equity $ 9,776,604 $ 12,831,472 ============ ============
See accompanying notes. Note: The balance sheet at December 31, 1999 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. 3 CYPRESS BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Quarter Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Revenue: Product sales $ - $ - $ - $ 588,120 Revenue from Fresenius agreement 889,382 330,681 2,304,127 709,991 ----------- ----------- ----------- ----------- Total revenue 889,382 330,681 2,304,127 1,298,111 Costs and expenses: Production costs 150,437 47,059 330,006 836,685 Sales and marketing 1,216,538 1,478,683 4,776,880 3,880,903 Research and development 392,790 373,142 1,675,009 1,513,610 General and administrative 1,010,139 672,378 2,490,247 3,003,750 ----------- ----------- ----------- ----------- Total costs and expenses 2,769,904 2,571,262 9,272,142 9,234,948 Other income (expense): Interest income 157,034 147,884 508,889 340,326 Interest expense (135,274) (28,411) (429,740) (51,092) Gain on sale of assets, net - 150 - 693,375 ----------- ----------- ----------- ----------- 21,760 119,623 79,149 982,609 ----------- ----------- ----------- ----------- Net loss $(1,858,762) $(2,120,958) $(6,888,866) $(6,954,228) =========== =========== =========== =========== Net loss per share (basic and diluted) $ (0.04) $ (0.05) $ (0.14) $ $(0.16) =========== =========== =========== =========== Shares used in computing net loss per share (basic and diluted) 48,718,161 46,111,452 48,330,240 44,652,133 =========== =========== =========== ===========
See accompanying notes. 4 CYPRESS BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 2000 1999 ------------ ------------ Operating Activities: Net loss $(6,888,866) $(6,954,228) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 82,324 221,720 Amortization of deferred compensation - 239,446 Loss on disposal of property and equipment - 94,477 Common stock issued for services and expenses 107,739 121,750 Changes in operating assets and liabilities, net 81,035 884,592 ----------- ----------- Net cash used by operating activities (6,617,768) (5,392,243) Investing Activities: Purchase of equipment (18,799) (132,612) Restricted cash - 35,000 Proceeds from business transferred - 3,216,667 Proceeds from sale of assets - 15,050 ----------- ----------- Net cash (used in) provided by investing activities (18,799) 3,134,105 Financing Activities: Payment of notes payable (598,372) (28,205) Deferred financing costs 120,276 (255,604) Proceeds from notes payable - 2,000,000 Proceeds from exercise of stock options and warrants 4,505,300 6,346,529 Sales of Common Stock and Warrants to Fresenius - 1,500,000 Payment of capital lease obligations (4,563) (14,391) ----------- ----------- Net cash provided by financing activities 4,022,641 9,548,329 ----------- ----------- Increase (decrease) in cash and cash equivalents (2,613,926) 7,290,191 Cash and cash equivalents at beginning of period 11,569,966 5,619,568 ----------- ----------- Cash and cash equivalents at end of period $ 8,956,040 $12,909,759 =========== =========== Supplemental disclosure of cash flow information Interest paid $ 299,050 $ 58,149 =========== ===========
See accompanying notes. 5 CYPRESS BIOSCIENCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Formation and Business of the Company The accompanying consolidated financial statements have been prepared by Cypress Bioscience, Inc. (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. In the opinion of the Company's management, all adjustments necessary for a fair presentation of the accompanying unaudited financial statements are reflected herein. All such adjustments are normal and recurring in nature. Interim results are not necessarily indicative of results for the full year. For more complete financial information, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's 1999 Annual Report on Form 10-K/A filed with the SEC. The Company markets the PROSORBA(R) column for the treatment of types of rheumatoid arthritis ("RA") and idiopathic thrombocytopenia purpura ("ITP"), which are types of immune disorders, and is engaged in the development of Cyplex(TM) for the treatment of blood platelet disorders. The PROSORBA column absorbs antibodies and circulating immune complexes and modulates the patient's inappropriate immune response to certain diseases. In March 1999, the Food and Drug Administration ("FDA") granted Cypress marketing clearance to distribute the PROSORBA column for the treatment of moderate to severe RA. The Company previously received marketing clearance from the FDA in December 1987 to distribute the PROSORBA column for the treatment of ITP, a rare hematologic disorder. The Company is also developing Cyplex, a platelet alternative, previously known as Infusible Platelet Membranes, as an alternative to traditional platelet transfusions. 2. Fresenius Agreements In March 1999, Cypress entered into an agreement with Fresenius AG of Bad Homburg, Germany and its U.S. subsidiary, Fresenius Hemotechnology, Inc. ("FHI"). The agreement provides Fresenius with an exclusive license to distribute the PROSORBA column in the U.S., Europe, Latin America, and subject to certain conditions, Japan and certain other countries. Upon signing of the agreement, Cypress received a total of $1.5 million from Fresenius consisting of $1.0 million for the purchase of 297,530 shares of Cypress common stock, and $500,000 for the purchase of three-year warrants to buy 342,466 shares of Cypress common stock at $7.50 per share. In the U.S., Cypress and FHI jointly market the PROSORBA column. Cypress and FHI share in clinical trials and sales and marketing expenses in the U.S., subject to certain annual dollar limits. Fresenius has responsibility for clinical trials and 6 registration of the product overseas. In the U.S., net profit is split 50/50 until PROSORBA column revenue reaches a pre-determined sales threshold, after which time Cypress will receive 60% of the profits and Fresenius will receive 40%. Net profits will be split 50/50 outside the United States. Cypress' pro rata share of sales by Fresenius for the quarter and nine months ending September 30, 2000 consists of reimbursements of allowable expenses incurred related to the PROSORBA column which includes sales and marketing, research and development, and royalty expenses. Any net profit generated will be split equally to Cypress and Fresenius. Net profit is determined by taking the total PROSORBA related revenue less allowable expenses incurred by Cypress and Fresenius. The agreement also included an option for Fresenius to purchase assets used in Cypress' manufacturing facilities in Redmond, Washington. In April 1999, Fresenius exercised its option and acquired the assets related to the PROSORBA column manufacturing function for $5.2 million. In 1999, Cypress recorded a gain of approximately $2.5 million from the sale of the manufacturing assets and inventory. 3. Inventories In April 1999, Fresenius acquired the PROSORBA column manufacturing facility. As a result the Company had no inventory as of September 30, 2000 or December 31, 1999. 4. Net Loss Per Share The computation of net loss per share is based on the weighted average number of shares of common stock outstanding for each period. Common stock equivalents related to options, warrants and convertible debentures are excluded, as their effect is antidilutive. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the following discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. The Company's actual results could differ materially from those discussed below and elsewhere in this 10-Q. Factors that could cause or contribute to such differences include, without limitation, those discussed in this section, as well as other sections of this 10-Q, and those discussed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 1999. Company Overview In March 1999, the Company entered into an agreement with Fresenius Hemotechnology Inc. ("FHI"), a U.S. subsidiary of Fresenius AG ("Fresenius") of Bad Homburg, Germany. FHI is a leading provider of apheresis equipment and disposables. The agreement provides Fresenius with an exclusive license to manufacture and distribute the PROSORBA column in the U.S., Europe, Latin America, and subject to certain conditions, Japan and certain other countries. In April 1999, the Company and Fresenius launched the sale of the PROSORBA column for the treatment of moderate to severe rheumatoid arthritis ("RA") in adult patients with long standing disease who have failed or are intolerant to disease-modifying anti-rheumatic drugs ("DMARDs"). The PROSORBA column had been previously approved for idiopathic thrombocytopenia purpura ("ITP"), a rare hematologic disorder. Also in April 1999, Fresenius exercised its option to acquire the PROSORBA column manufacturing facility and related assets, located in Redmond, Washington, for $5.2 million. During 1999 Cypress recorded a total gain on the sale of $2.5 million. Results of Operations After March 1999, sales of the PROSORBA column are booked as revenues by FHI, based on the terms of the Fresenius agreement. Allowable expenses incurred related to the PROSORBA column are reimbursed to the party incurring such expenses. Profits from the product after expense reimbursement are divided between Cypress and Fresenius with 50% of such profits currently allocated to Cypress. Prior to April 1999, Cypress recorded sales of the PROSORBA column as product revenue. As a result, total revenue reported by Cypress for the nine months ended September 30, 2000 is not comparable to the same period of 1999. For the quarter and nine months ended September 30, 2000, Cypress recorded revenue from the Fresenius arrangement of $889,000 and $2.3 million, respectively, compared to $331,000 and $710,000 for the same periods in 1999. The increase in revenue from the Fresenius agreement in 2000 is a result of the increased sales of the PROSORBA column as previously described, which in turn led to an increase in revenue allocated to Cypress from the Fresenius arrangement. Sales of the PROSORBA column by FHI were $3.0 million in the third quarter of 2000 versus $2.3 million in the second quarter of 2000 and $1.3 million in the first quarter of 2000. Of the $3.0 million of the PROSORBA column sales in the third quarter, PROSORBA columns 8 representing approximately $2.9 million of sales were purchased for use in the RA indication, versus $2.1 million in the second quarter of 2000. The increase in the third quarter is attributable to the purchase of 2,000 PROSORBA columns by Fresenius Medical Care North America (FMCNA), a subsidiary of Fresenius Medical Care AG, and one of the leading providers of apheresis services to hospitals in the United States. The purchase was double last quarter's purchases of 1,000 columns by FMCNA and reflects FMCNA's continued commitment to expand the availability of treatment in the rheumatologist's office, offering many benefits to the patient, including convenience and continued care by their rheumatologist throughout the 12-week treatment course. In addition, FHI hired six additional sales representatives to accelerate the adoption of PROSORBA as an in-office procedure. The purchase of 2,000 PROSORBA columns by FMCNA in the third quarter was unusual, and pursuant to the agreement between Fresenius and FMCNA, FMCNA is expected to purchase 1,000 columns in the fourth quarter of 2000 which will complete FMCNA's purchase commitment. In addition, the purchases that FMCNA has made in 2000 are expected to meet their treatment needs until at least mid-year 2001. As a result, projected sales for the fourth quarter of 2000 are between $2 million and $2.5 million, based on 1,000 PROSROBA columns being purchased by FMCNA, combined with the Company's typical run rate. Prior to obtaining approval to market the PROSORBA column for the RA indication in March 1999, the PROSORBA column was approved for ITP. The portion of PROSORBA columns sales related to RA have increased while sales for the ITP indication have continued to decrease. For the third quarter 2000, RA sales represented over 95% of the total PROSORBA column revenue. This decline in ITP sales is related to the shift of all available sales and marketing resources away from hematology to the rheumatology application and we expect sales for the ITP indication to continue to decline. Operating expenses for the quarter and nine month period ended September 30, 2000 were $2.8 million and $9.3 million, respectively, compared to $2.6 million and $9.2 million for the same time periods in 1999. As a result of Fresenius' purchase of the Company's manufacturing plant in April 1999, the Company does not include manufacturing costs in production expenses for the PROSORBA column after April 1999. Therefore, operating expenses for the periods in 2000 are not directly comparable to the periods in 1999. For the quarter ended September 30, 2000 operating expenses increased by approximately $199,000 over the same period of 1999. However, total operating expenses for the nine month period ended September 30, 2000 were relatively consistent to amounts reported in the same period of 1999, due to decreases in production expense, and general and administrative expenses, offset primarily by an increase in sales and marketing expenses. The Company expects its operating expenses to remain at these levels through the end of the year. Production expenses were $150,000 and $330,000 for the quarter and nine months ended September 30, 2000, respectively, compared to $47,000 and $837,000 for the comparable periods in 1999. Production costs for the quarters ended September 30, 2000 and 1999 consist entirely of royalty expenses based on net sales of the PROSORBA column. The increase of 220% for the quarter ended September 30, 2000 from the same period of 1999 is a result of the increase in PROSORBA column sales in 2000 from 1999. Production costs decreased by $507,000 during the nine months ended September 30, 2000 due to Fresenius' acquisition of the PROSORBA 9 column manufacturing facility in April 1999. As a result, the Company did not record production costs associated with manufacturing the PROSORBA column during the period of January through April of 2000, as it had during the same period of 1999. Production cost will increase as PROSORBA column sales increase. For the fourth quarter of 2000, the Company expects a decrease in production cost as the PROSORBA column sales are expected to be less than the third quarter of 2000. Sales and marketing expenses were $1.2 million and $4.8 million for the quarter and nine months ended September 30, 2000, respectively, compared to $1.5 million and $3.9 million for the same periods of 1999. The decrease of $262,000 for the quarter ended September 30, 2000 from the same period of 1999 is due to turnover among sales representatives. Furthermore, compensation of the new sales and marketing employees is based more on sales results then that of those previously employed, and resulted in less salary expense for the third quarter. As a result of the turnover, expenses for the quarter were less than expected. For the nine months ended September 30, 2000 sales and marketing expenses increased by $896,000 over the same period in 1999. The increase is due to sales and marketing efforts associated with the PROSORBA column for the RA indication, which were launched in April 1999. As a result, the quarter and nine months ended September 30, 2000 reflect RA marketing expenses in each month, while the same periods in 1999 do not. In October 2000 the Company promoted Sabrina Martucci Johnson to the position of Vice President of Sales and Marketing from her previous title of Executive Director of Sales and Marketing. Research and development expenses were $393,000 and $1.7 million for the quarter and nine months ended September 30, 2000, respectively, compared to $373,000 and $1.5 million for the corresponding periods of 1999. The Company initiated mandatory post approval trials for the treatment of RA using the PROSORBA column in 2000. During the quarter ended September 30, 2000 the Company paid a retention bonus of $125,000 to its Executive Vice President of Research and Development. The retention bonus paid was offset by the Company's management of costs primarily related to the mandatory post approval trials. As a result, the expenses reported for the quarter ended September 30, 2000 are consistent with those reported for the same period of 1999. The increase of $161,000 for the nine months ended September 30, 2000 over the same period of 1999 is due to costs incurred for the February 2000 investigator recruitment meeting jointly sponsored by Fresenius and Cypress, and the above mentioned retention bonus, which were partially offset by the absence of costs associated with the FDA clearance process which were incurred during the first quarter of 1999. General and administrative expenses were $1.0 million and $2.5 million for the quarter and nine months ended September 30, 2000, respectively, compared to $672,000 and $3.0 million for the comparable periods of 1999. The increase of $338,000 in the third quarter 2000 from that reported in the same period of 1999 is primarily due to retention bonuses paid out to the Company's Chief Executive Officer and Chief Operating Officer totaling approximately $400,000. Additionally, in August 2000 the Company settled a dispute with Ditassa S.A. related to distribution of the PROSORBA column in Spain. The decrease in expenses for the nine months ended September 30, 2000 is related to a decrease in business development activity in 2000 compared to 1999, offset by the retention bonuses previously mentioned and the Ditassa settlement. The business development activity in 1999 included costs associated with negotiating the Company's agreement with 10 Fresenius. The Company expects general and administrative expenses for the fourth quarter to decrease over that previously reported in the third quarter 2000. Liquidity and Capital Resources The Company's cash and cash equivalents at September 30, 2000 totaled $9.0 million, compared to $11.6 million at December 31, 1999. The net decrease in cash is primarily due to $6.6 million cash used in operations and principal payments of notes payable of $598,000 partially offset by the proceeds of approximately $4.5 million from the exercises of stock options. Working capital at September 30, 2000 totaled $6.4 million. The Company believes its cash and cash equivalents balance on September 30, 2000, together with the revenues the Company anticipates will be received under the Fresenius agreement, are sufficient to fund operations through the year 2001. However, to the extent the Company decides to develop and/or acquire products other than the PROSORBA column, including Cyplex, it will be required to raise additional capital. The amount of capital required by the Company is dependent upon many factors, including the following: the Company's ability to successfully market the PROSORBA column for the RA indication, results of and the costs associated with the mandatory post approval clinical trials, results of current research and development efforts associated with Cyplex and any other potential technologies, the FDA regulatory process, costs of commercialization of the PROSORBA column, any future products and potential competitive and technological advances by the Company's competitors and the Company's levels of product sales. Because the Company is unable to predict the outcome of the foregoing factors, some of which are beyond the Company's control, the Company is unable to estimate with certainty its mid to long-term capital needs. Although the Company is seeking to raise additional capital through a combination of additional equity sources, there is no assurance the Company will be able to raise additional capital through such sources or that the funds raised thereby will allow the Company to maintain its current and planned operations. If the Company is unable to obtain additional capital, it will be required to delay, scale back or eliminate some or all of its planned research and development activities related to additional product opportunities. 11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company invests its excess cash in U.S. government securities and money market funds with strong credit ratings. As a result, the Company's interest income is most sensitive to changes in the general level of U.S. interest rates. The Company does not use derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion. Accordingly, the Company believes that, while the investment-grade securities it holds are subject to changes in the financial standing of the issuer of such securities, the Company is not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk sensitive instruments. 12 PART II- OTHER INFORMATION Item 1- LEGAL PROCEEDINGS The Company is not party to any material legal proceedings Item 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable Item 3 - DEFAULTS UPON SENIOR SECURITIES Not applicable Item 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable Item 5 - OTHER INFORMATION Not applicable Item 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K None 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cypress Bioscience, Inc. November 14, 2000 /s/ Jay D. Kranzler, M.D., Ph.D. ----------------------------------------- Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Chairman of the Board (Principal Executive Officer and Principal Financial and Accounting Officer) 14 EX-27.1 2 0002.txt FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 9-MOS DEC-31-2000 DEC-31-2000 JUL-01-2000 JAN-01-2000 SEP-30-2000 SEP-30-2000 8,956 8,956 0 0 373 373 0 0 0 0 9,581 9,581 606 606 (443) (443) 9,777 9,777 3,174 3,174 0 0 0 0 0 0 974 974 99,326 99,326 9,777 9,777 0 0 889 2,304 150 330 2,770 9,272 0 0 0 0 135 430 (1,859) (6,889) 0 0 (1,859) (6,889) 0 0 0 0 0 0 (1,859) (6,889) (.04) (.14) (.04) (.14)
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