-----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, IH0NzdtVK5oVy7hJUVByUtgylYwOwSe4RQHz8Fx40gnL1ExT8rVO/xkyxxre0Pnq xp09r5IEv0NQflfv2iAwYA== 0000950005-98-000835.txt : 19981104 0000950005-98-000835.hdr.sgml : 19981104 ACCESSION NUMBER: 0000950005-98-000835 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLEGY PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887247 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 820429727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26372 FILM NUMBER: 98737030 BUSINESS ADDRESS: STREET 1: 1065 E HILLSDALE BLVD STREET 2: SUITE 418 CITY: FORSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153826770 MAIL ADDRESS: STREET 1: 1065 E HILLSDALE BLVD STREET 2: SUITE 418 CITY: FORSTER CITY STATE: CA ZIP: 94404 10QSB 1 FORM 10QSB FORM 10-QSB 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, 1998 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) 1065 East Hillsdale Boulevard, Suite 418, Foster City, California 94404 (Address of principal executive offices, including zip code) (650) 524-1600 (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 November 2, 1998 was 10,165,315. CELLEGY PHARMACEUTICALS, INC. INDEX TO FORM 10-QSB Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Condensed Balance Sheets as of September 30, 1998 and December 31, 1997 ........................................ 3 Unaudited Condensed Statements of Operations for the three months and nine months ended September 30, 1998 and 1997, and the period from June 26, 1989 (inception) through September 30, 1998 ........................................... 4 Unaudited Condensed Statements of Cash Flows for the three months and nine months ended September 30, 1998 and 1997, and the period from June 26, 1989 (inception) through September 30, 1998 ........................................... 5 Notes to Condensed Financial Statements ...................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .................................... 9 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 Signature(s) ............................................................... 13 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Cellegy Pharmaceuticals, Inc. (a development stage company) Condensed Balance Sheets (Amounts in thousands, except share amounts)
September 30, December 31, 1998 1997 -------- -------- (Unaudited) Assets Current assets: Cash and cash equivalents ................................................................... $ 782 $ 1,822 Short-term investments ...................................................................... 7,279 7,482 Other current assets ........................................................................ 755 1,011 -------- -------- Total current assets ............................................................................. 8,816 10,315 Property and equipment, net ...................................................................... 251 14 Long-term investments ............................................................................ 8,362 12,422 -------- -------- Total assets ..................................................................................... $ 17,429 $ 22,751 ======== ======== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities .................................................... $ 415 $ 705 Deferred revenue ............................................................................ 250 500 Accrued research fees ....................................................................... 129 155 Accrued compensation and related expenses ................................................... 58 37 Note payable ................................................................................ 421 -- -------- -------- Total current liabilities ........................................................................ 1,273 1,397 Shareholders' equity: Common stock, no par value; 20,000,000 shares authorized: 10,165,315 shares issued and outstanding at September 30, 1998 and 10,123,751 shares issued and outstanding at December 31, 1997 .................................................... 44,353 44,192 Accumulated other comprehensive income (loss) ............................................... 78 (12) Deficit accumulated during the development stage ............................................ (28,275) (22,826) -------- -------- Total shareholders' equity .................................................................. 16,156 21,354 -------- -------- Total liabilities and shareholders' equity ....................................................... $ 17,429 $ 22,751 ======== ======== The accompanying notes are an integral part of these condensed financial statements.
3 Cellegy Pharmaceuticals, Inc. (a development stage company) Condensed Statements of Operations (Unaudited) (Amounts in thousands, except per share amounts)
Period from June 26, 1989 (inception) Three Months Ended Nine Months Ended through September 30, September 30, September 30, 1998 1997 1998 1997 1998 -------- -------- -------- -------- -------- Revenues: Licensing and contract revenue from affiliate ................................. $ -- $ -- $ -- $ -- $ 1,145 Licensing, milestone, and development funding ................................... 66 299 231 517 1,394 Government grants ............................. 16 26 102 126 400 Product sales ................................. 343 -- 343 -- 343 -------- -------- -------- -------- -------- Total revenue ...................................... 425 325 676 643 3,282 Cost of revenue ............................... (91) -- (91) -- (91) -------- -------- -------- -------- -------- Gross Profit ....................................... 334 325 585 643 3,191 Operating expenses: Research and development ...................... 1,886 852 4,819 2,389 17,729 General and administrative .................... 690 330 2,044 1,066 9,833 Acquired in process technology ................ -- -- -- -- 3,843 -------- -------- -------- -------- -------- Total operating expenses ........................... 2,576 1,182 6,863 3,455 31,405 -------- -------- -------- -------- -------- Operating loss ..................................... (2,242) (857) (6,278) (2,812) (28,214) Interest income and other, net ................ 258 170 831 354 2,254 Interest expense .............................. (3) -- (3) -- (867) -------- -------- -------- -------- -------- Net loss ........................................... (1,987) (687) (5,450) (2,458) (26,827) Non-cash preferred dividends ....................... -- 2 -- 35 1,448 -------- -------- -------- -------- -------- Net loss applicable to common shareholders ......... $ (1,987) $ (689) $ (5,450) $ (2,493) $(28,275) ======== ======== ======== ======== ======== Basic and diluted net loss per common share ........ $ (0.20) $ (0.10) $ (0.54) $ (0.41) ======== ======== ======== ======== Weighted average common shares outstanding ......... 10,165 7,112 10,158 6,076 ======== ======== ======== ======== The accompanying notes are an integral part of these condensed financial statements.
4 Cellegy Pharmaceuticals, Inc. (a development stage company) Condensed Statements of Cash Flows (Unaudited) (Amounts in thousands)
Period from June 26, 1989 (inception) Nine Months Ended September 30, through ------------------------------- September 30, 1998 1997 1998 -------- -------- -------- Operating activities Net loss ..................................................................... $ (5,450) $ (2,458) $(26,827) Adjustment to reconcile net loss to net cash used in operating activities: Acquired in process technology ............................................ -- -- 3,843 Depreciation and amortization ............................................. 10 15 274 Compensation expense related to the extension of option exercise periods ........................................................ -- 70 338 Loss on sale of property and equipment .................................... -- -- 4 Amortization of discount on notes payable and deferred financing costs ......................................................... -- -- 568 Issuance of common shares for services .................................... -- -- 24 Issuance of Series A convertible preferred stock for services rendered ................................................................ -- -- 73 Issuance of Series A convertible preferred stock for interest ............. -- -- 68 Issuance of Series A convertible preferred stock for license agreement ............................................................... -- -- 100 Changes in operating assets and liabilities: Other current assets ...................................................... 256 (97) (755) Accounts payable and accrued liabilities .................................. (290) (88) 415 Accrued research fees ..................................................... (26) -- 129 Accrued compensation and related expenses ................................. 21 6 58 Deferred revenue .......................................................... (250) 500 250 -------- -------- -------- Net cash used in operating activities ........................................ (5,729) (2,052) (21,438) Investing activities Purchase of property and equipment ........................................... (247) -- (420) Purchases of investments ..................................................... (3,000) (6,990) (38,538) Sales and maturities of investments .......................................... 7,354 6,255 22,975 -------- -------- -------- Net cash provided by (used in) investing activities .......................... 4,107 (735) (15,983) (continued on next page) The accompanying notes are an integral part of these condensed financial statements.
5 Cellegy Pharmaceuticals, Inc. (a development stage company) Condensed Statements of Cash Flows - (Continued) (Unaudited) (Amounts in thousands)
Period from June 26, 1989 (inception) Nine Months Ended September 30, through ------------------------------- September 30, 1998 1997 1998 ---------- -------- -------- Financing activities Proceeds from notes payable .................................................. $ -- $ -- $ 3,547 Repayment of notes payable ................................................... -- -- (2,111) Proceeds from bank note payable .............................................. 421 421 Net proceeds from issuance of common stock ................................... 161 4,089 24,668 Issuance of convertible preferred stock, net of issuance costs ............... -- -- 11,758 Deferred financing costs ..................................................... -- -- (80) ---------- -------- -------- Net cash provided by financing activities .................................... 582 4,089 38,203 ---------- -------- -------- Net increase (decrease) in cash and cash equivalents ......................... (1,040) 1,302 782 Cash and cash equivalents, beginning of period ............................... 1,822 36 -- ---------- -------- -------- Cash and cash equivalents, end of period ..................................... $ 782 $ 1,338 $ 782 ========== ======== ======== Supplemental disclosure of non-cash transactions: Issuance of common stock in connection with acquired in process technology ................................................................ $ -- $ -- $ 3,843 ========== ======== ======== Conversion of preferred stock to common stock ................................ $ -- $ 2,196 $ 14,715 ========== ======== ======== Issuance of common stock for notes payable ................................... $ -- $ -- $ 269 ========== ======== ======== Issuance of warrants in connection with notes payable financing $ -- $ -- $ 487 ========== ======== ======== Issuance of Series A convertible preferred stock for notes payable ................................................................... $ -- $ -- $ 1,153 ========== ======== ======== Issuance of Series B convertible preferred stock for notes payable ................................................................... $ -- $ -- $ 115 ========== ======== ======== Issuance of common stock for Pacific Pharmaceuticals, Inc. ................... $ -- $ -- $ 9 ========== ======== ======== The accompanying notes are an integral part of these condensed financial statements.
6 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-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnote disclosures required by generally accepted accounting principles for complete financial statements. These condensed financial statements should be read in conjunction with the Company's financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. 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 financial position and results of operations for the periods presented. Operating results for the three months and nine months ended September 30, 1998 may not necessarily be indicative of the results to be expected for any other interim period or for the full year. 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 incorporates 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 (Loss) The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," as of the first quarter of 1998. SFAS No. 130 establishes new rules for the reporting and display of comprehensive income and its components. It has no impact on net loss or stockholders' equity. The components of comprehensive income (loss) are as follows: (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ------- ------- ------- ------- Net loss applicable to common shareholders .................. $(1,987) $ (689) $(5,450) $(2,493) Change in unrealized gain (loss) on available-for-sale investments 14 43 90 26 ------- ------- ------- ------- Comprehensive net loss ............. $(1,973) $ (646) $(5,360) $(2,467) ======= ======= ======= ======= Accumulated other comprehensive income (loss) presented on the accompanying balance sheet consists of the accumulated net unrealized gain (loss) on available-for-sale investments. 7 Note 4. - Bank Note Payable In June 1998, the Company entered into an agreement with a bank to provide for borrowings of up to $4.5 million through December 1999 with interest at the bank's prime rate plus one percentage point or a rate equal to four and one quarter percentage points above the yield of the 48 month treasury bill. Interest only payments are due during the first twelve months of the agreement. After the initial 12-month period of the agreement, the Company is required to repay the amount then borrowed in 48 equal monthly installments. As of September 30, 1998, a total of $421,000 has been borrowed. Note 5. - Lease Agreement In April 1998, the Company signed an agreement to lease a new facility, currently under construction, in the proximity of its current facilities. The lease term is for ten years. The facility size is approximately 65,000 square feet, of which a significant portion will be sublet by Cellegy during its initial years of occupancy. The Company plans to consolidate its laboratory and administrative operations into the new facility by the end of 1998. The lease commitments are the following as of September 30, 1998: 1999 $ 989,625 2000 $1,164,936 2001 $1,199,880 2002 $1,235,880 2003 $1,272,948 Thereafter $6,961,020 The Company expects that, at current real estate market rates, approximately one half of the lease commitment above in 1999 and 2000 will be offset by sublease of the facility. A letter of intent to sublease approximately 15,000 square feet in the new facility has been completed. Note 6. - Product Revenues Revenues related to cosmeceutical product sales are recognized upon shipment. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This Quarterly Report on Form 10-QSB 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, the Company undertakes 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. See "Factors That May Affect Future Operating Results." Cellegy Pharmaceuticals, Inc. is a biopharmaceutical 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. The Company was incorporated in California in 1989. Cellegy is 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 hypogonadism, a condition that frequently results in lethargy and reduced libido in men above the age of 40. In addition to its prescription drugs, Cellegy is testing and developing a line of anti-wrinkling cosmeceutical products which the Company believes will address the skin care needs of an affluent and aging population. General In November 1997, the Company completed a $15.1 million public offering of approximately 2.0 million shares of Common Stock. CIBC Oppenheimer Corp. acted as underwriter in connection with the offering. Simultaneously, the Company's stock was approved for listing on the Nasdaq National Market. In December 1997, the Company completed an asset purchase agreement with Neptune Pharmaceutical Corporation ("Neptune") to acquire all patent and other intellectual property rights relating to Anogesic, a topical product candidate for the treatment of anal fissures and hemorrhoids. The Company's expenses relating to product development and clinical trials are expected to increase during the remainder of 1998 and thereafter as a result of the initiation of Phase III clinical trials in July 1998. Although the purchase price for Anogesic is payable in Cellegy Common Stock, the Company recorded a non-cash charge to operations for in process technology of $3,843,000 upon completion of the Anogesic acquisition in 1997. In June 1998, Cellegy and 3M Drug Delivery Systems announced that a research agreement had been signed to evaluate combining Cellegy's CELLEDIRM anti-inflammatory technology with 3M's Latitude(TM) Transdermal Delivery System. 3M Drug Delivery Systems is a world leader in transdermal technology. The Latitude Transdermal System and 3M's transdermal components are technologies used for products in various therapeutic areas. In September 1998, Cellegy completed initial shipments and product sales of its C79 skin formulation to Gryphon Development Inc., the product development arm of Bath & Body Works. C79 is a key ingredient in a new line of healing hand creams launched for the 1998 holiday season at selected Bath & Body Works stores in the United States. 9 Results of Operations Revenues. The Company had revenues of $676,000 and $643,000 for the nine months ended September 30, 1998 and 1997, respectively. During the nine months ended September 30, 1998, revenues consisted of $231,000 for development funding associated with the Glaxo license agreement, $102,000 related to an Orphan Drug grant from the FDA to cover certain of the Company's clinical trial costs for Glylorin, and $343,000 in product sales associated with a purchase order received from Gryphon Development Inc. During the first nine months of 1997, revenues consisted of $517,000 associated with the Glaxo license agreement and $126,000 from FDA Orphan Drug grant payments. For the three months ended September 30, 1998, the Company recorded revenues of $425,000, compared with $325,000 for the same period last year. The Company will receive significantly lower levels of development funding from Glaxo, but is pursuing other licensing and product supply agreements which, if entered into, may result in additional contract revenues or product sales. There can be no assurances regarding when, or if, such revenues will occur. Through the end of the Orphan Drug grant period on September 30, 1998, the Company received the full grant funding of $400,000 from the FDA. Research and Development Expenses. Research and development expenses were $4,819,000 for the nine months ended September 30, 1998, compared with expenses of $2,389,000 for the same period last year. The Company incurred research and development expenses of $1,886,000 and $852,000 for the three months ended September 30, 1998 and 1997, respectively. These increases were primarily due to salary costs in connection with increased scientific personnel and the associated recruiting and relocation expenses, as well as increased contract research and patent expenses. The increase during the last three months was principally due to expenses related to the Anogesic Phase III clinical trial. Cellegy's research expenses are expected to continue to increase during 1998 as preclinical and clinical trial activity associated with its Anogesic clinical program increases and as it continues development of its transdermal testosterone gel. General and Administrative Expenses. General and administrative expenses increased to $2,044,000 for the nine months ended September 30, 1998, compared with $1,066,000 for the same period last year. The Company incurred general and administrative expenses of $690,000 and $330,000 for the three months ended September 30, 1998 and 1997, respectively. These increases were primarily due to salary costs in connection with the addition of administrative personnel and the associated recruiting and relocation expenses, increased external reporting expenses and marketing expenses related to the Company's cosmeceuticals. The Company's general and administrative expenses are expected to continue to increase in the future in support of its research and product commercialization efforts and the planned expansion and consolidation of its office and laboratory facilities. Interest Income and Expense. The Company earned $831,000 in interest income for the nine months ended September 30, 1998, compared with $354,000 for the same period last year. For the three months ended September 30, 1998 and 1997, the interest income earned was $258,000 and $170,000, respectively. Increases in interest income were due to higher average investment balances during the period resulting from proceeds principally associated with a public offering of Common Stock in November 1997. Interest expense of $3,000 was incurred during the three months ended September 30, 1998 in connection with a bank loan agreement. Net Loss. The net loss applicable to common shareholders was $5,450,000 or $0.54 per share for the nine months ended September 30, 1998 based on 10,158,000 weighted average shares outstanding, compared with a net loss of $2,493,000 or $0.41 per share for the same period in the prior year, when 6,076,000 weighted average shares were outstanding. For the three months ended September 30, 1998, the net loss applicable to common shareholders was $1,987,000 or $0.20 per share based on 10,165,000 weighted average shares outstanding, compared with $689,000 or $0.10 per share based on 7,112,000 weighted average shares outstanding for the same period last year. 10 Liquidity and Capital Resources The Company has experienced net losses and negative cash flow from operations each year since its inception. Through September 30, 1998, the Company had incurred an accumulated deficit of $28.3 million and had consumed cash from operations of $21.4 million. The Company's public financings 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, and $13.8 million in net proceeds from a secondary public offering in November 1997. The Company's cash and investments were $16.4 million at September 30, 1998, compared with $21.7 million at December 31, 1997. The decrease in cash and investments was principally due to net cash used in operating activities. The Company's operations have and will continue to use substantial amounts of cash. 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 preclinical 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, the ability of the Company to establish new collaborative arrangements, its ability to maintain existing collaborations, particularly with Glaxo, the initiation of commercialization activities, the purchase of capital equipment, and the availability of other financing. In order to complete the research and development and other activities necessary to commercialize its products, additional financing will be required. As a result, the Company will seek private or public equity investments and future collaborative arrangements with third parties to meet such needs. There is no assurance that such financing, including further development funding from Glaxo, will be available for the Company to fund its operations on acceptable terms, if at all. Insufficient funding may require the Company to delay, reduce or eliminate some or all of its research and development activities, planned clinical trials and administrative programs. The Company believes that available cash resources and the interest thereon will be adequate to satisfy its capital needs through at least December 31, 1999. Impact of Year 2000. The Company has established a project team to review and make necessary modifications to its computer systems for Year 2000 compliance. The Company completed an initial assessment of its Year 2000 status in September 1998. The majority of the hardware can be made Year 2000 compliant through BIOS upgrades or software patches. The expected completion date for this is December 1998. The Company currently does not expect the cost of its Year 2000 compliance program will be material to its financial condition. In addition, the Company is developing a contingency plan in the event that a business interruption caused by Year 2000 problems should occur. The contingency plans also include plans to address 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 the Company's control. Should either the Company's internal systems or the internal systems of one or more significant vendors or suppliers fail to achieve Year 2000 compliance, the Company's business and its results of operations could be adversely affected. Factors That May Affect Future Operating Results This Quarterly Report on Form 10-QSB contains forward-looking statements which involve risks and uncertainties, including, but not limited to, statements concerning the commencement and completion of clinical trials, the timing of planned regulatory filings, the applicability of drug and cosmetic laws and regulations to the Company's products, independent decisions made by its collaborative partners, the Company's strategic plans, the scope and defensibility of the Company's patent coverage, anticipated expenditures and the need for additional funds. The factors discussed in the Company's reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, in particular under the caption "Factors That May Affect Future Operating Results," should be carefully considered when evaluating the Company's business and prospects. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None 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 (a) Exhibits None (b) Reports on Form 8-K None 12 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 3, 1998 /s/ K. Michael Forrest ------------------------------------------- K. Michael Forrest President and Chief Executive Officer Date: November 3, 1998 /s/ A. Richard Juelis ------------------------------------------- A. Richard Juelis Vice President, Finance and Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 (Replace this text with the legend) 0000887247 Cellegy Pharmaceuticals, Inc. 1,000 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 782 15,641 0 0 0 8,816 405 (154) 17,429 1,273 0 0 0 44,353 (28,197) 17,429 0 676 (91) 0 6,863 0 (3) (5,450) 0 0 0 0 0 (5,450) (0.54) (0.54)
-----END PRIVACY-ENHANCED MESSAGE-----