-----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, T+LVHztp4OrucsYLmTig5PkhvlsFuANyw8VQ1tgSer+2jlP0/VkeROti5D3eMa/0 0ZvD4DMEQth47G7ShIpa6w== 0001102624-10-000211.txt : 20100510 0001102624-10-000211.hdr.sgml : 20100510 20100510063418 ACCESSION NUMBER: 0001102624-10-000211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12943 FILM NUMBER: 10814195 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584522323 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 8-K 1 cypressbioscience8k.htm CYPRESS BIOSCIENCE 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: May 10, 2010
(Date of earliest event reported)

Cypress Bioscience, Inc
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
0-12943
(Commission File Number)
22-2389839
(IRS Employer
Identification Number)

4350 Executive Drive Suite 325
(Address of principal executive offices)
  92121
(Zip Code)

858-452-2323
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On May 10, 2010, we issued a press release announcing financial results for the quarter ended March 31, 2010. The text of this press release is set forth as Exhibit 99.1.

In accordance with general instructions B.6 of Form 8-K, the information in this report, including Exhibit 99.1, is furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Cypress Bioscience, Inc dated May 10, 2010


SIGNATURE

      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 hereunto duly authorized.


Dated: May 10, 2010
CYPRESS BIOSCIENCE, INC

By:  /s/ Jay D. Kranzler                    
     Jay D. Kranzler
     Chief Executive Oficer


Exhibit Index
Exhibit No. Description
99.1 Press Release of Cypress Bioscience, Inc dated May 10, 2010
EX-99 2 cypressbiosciencein.htm CYPRESS BIOSCIENCE PRESS RELEASE

Cypress Bioscience Announces First Quarter 2010 Financial Results

SAN DIEGO, CA -- (Marketwire - May 10, 2010) - Cypress Bioscience, Inc. (NASDAQ: CYPB) today announced financial results for the first quarter of 2010. The Company reported total revenue of $8.1 million for the quarter ended March 31, 2010, which includes commercial revenues of $7.1 million and revenues under collaborative agreement of $0.9 million. For the quarter ended March 31, 2010, the Company reported a net loss of $4.6 million or $0.12 per share compared to a net loss of $9.2 million or $0.24 per share for the same period in 2009. At March 31, 2010, the Company had cash, cash equivalents and investments totaling $137.3 million.

The $8.1 million in revenues the Company reported for the quarter ended March 31, 2010 compares to $7.9 million for the same period in 2009. During the quarter ended March 31, 2010, the Company recognized commercial revenues of $7.1 million, which includes royalty revenues of $2.6 million and sales force reimbursements of $4.1 million, in connection with the sales of Savella.

Total operating expenses for the quarter ended March 31, 2010 were $12.9 million compared to $17.7 million for the same period in 2009. The decrease in operating expenses for the quarter ended March 31, 2010 was primarily due to a decrease in research and development costs incurred during the first quarter of 2010 due to non-recurring costs incurred during the same period in 2009, including a $3.0 million milestone payment to a licensor, Pierre Fabre, upon our NDA approval and a $2.0 million payment in connection with an asset purchase transaction for a technology to diagnose and monitor Lupus.

About Cypress Bioscience, Inc.
Cypress Bioscience, Inc. provides therapeutics and personalized medicine services, facilitating improved and individualized patient care. Cypress addresses the evolving needs of specialist physicians and their patients by identifying unmet medical needs in the areas of pain, rheumatology, and physical medicine and rehabilitation, including challenging disorders such as fibromyalgia and rheumatoid arthritis. This approach to improving patient care creates a unique partnership with physicians. Current products include Savella™ (milnacipran HCl) and the Avise PG(SM) and Avise MCV(SM) therapeutic monitoring, diagnostic and prognostic tests for rheumatoid arthritis.

For more information about Cypress, please visit the Company's web site at www.cypressbio.com.

This press release, as well as Cypress' SEC filings and website at http://www.cypressbio.com, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements related to the expected competitive and commercial advantages of Savella™ and our personalized medicine services and the ability of our products and services to meet the needs of physicians and patients and enable us to foster a unique relationship with physicians. Actual results could vary materially from those described as a result of a number of factors, including the risks involved with Cypress' ability to create a successful sales force and execute its marketing strategy, risks around market acceptance of Savella™ and our personalized medicine services and whether they will facilitate improved diagnostic, prognostic and therapeutic decision making for physicians and patients, risks involved with the development and commercialization of Cypress' product ca ndidates and personalized medicine services, and other risks and uncertainties described in Cypress' most recent Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q and any subsequent SEC filings. You are urged to consider statements that include the words "may," "will," "would," "could," "should," "believes," "potential," "expects," "plans," "anticipates," "intends," or the negative of those words or other comparable words to be uncertain and forward-looking. The statements in this press release speak only as the date hereof, and Cypress undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

                          CYPRESS BIOSCIENCE, INC.
                    Condensed Consolidated Financial Data
                    (In thousands except per share data)

Statement of Operations Data:

                                                 Quarter ended March 31,
                                                   2010           2009
                                              -------------  -------------
                                                       (unaudited)
Revenues:
  Revenues under collaborative agreement              $ 851        $ 7,393
  Commercial revenues                                 7,073            462
  Revenues from personalized medicine
   services                                             196              3
                                              -------------  -------------
Total revenues                                        8,120          7,858

Operating expenses:
  Cost of personalized medicine services                569            359
  Research and development                              978          7,238
  Selling, general and administrative                11,330         10,057
                                              -------------  -------------
Total operating expenses                             12,877         17,654
                                              -------------  -------------

Interest income                                         190            635
                                              -------------  -------------

Net loss                                           $ (4,567)      $ (9,161)
                                              =============  =============

Net loss per share – basic and diluted              $ (0.12)       $ (0.24)
                                              =============  =============

Shares used in computing net loss per share –
 basic and diluted                                   38,375         37,982
                                              =============  =============

Balance Sheet Data:

                                                    March 31,  December 31,
                                                       2010        2009
                                                   ----------- ------------
                                                   (unaudited)
Assets
  Cash, cash equivalents and short-term
   investments                                       $ 137,292    $ 141,673
  Other current assets                                   7,936       10,404
  Goodwill                                              21,929       21,929
  Other non-current assets                               1,976        2,059
                                                   ----------- ------------
    Total assets                                     $ 169,133    $ 176,065
                                                   =========== ============

Liabilities and Stockholders' Equity
  Current liabilities                                  $ 8,466     $ 11,573
  Long-term liabilities                                 22,607       23,908
  Stockholders' equity                                 138,060      140,584
                                                   ----------- ------------
    Total liabilities and stockholders' equity       $ 169,133    $ 176,065
                                                   =========== ============

CONTACT:
Mary Gieson
Investor Relations
Cypress Bioscience, Inc.
(858) 452-2323


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