UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
Form 10-Q/A
___________________________________

(Mark One)
[ X ]  Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the period ended January 31,
1997
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 0-20772

CYPROS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)

California                              33-0476164
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

2714 Loker Avenue West
Carlsbad, California                         92008
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:
(619) 929-9500

Indicate by mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities
Exchange Act 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.
[   X  ]  YES                                   [      ]  NO

As of March 13, 1997, the Registrant had 12,217,531 shares of
Common Stock, no par value, outstanding.




TABLE OF CONTENTS Item Page Part I. 1. Financial Statements: a. Balance Sheets -- January 31, 1997 and July 3 31,1996 b. Statements of Operations -- Three and Six 4 Months Ended January 31, 1997 and 1996 c. Statements of Cash Flows -- Six Months Ended 5 January 31, 1997 and 1996 d. Notes to Financial Statements 6 2. Management's Discussion and Analysis of Financial 8 Condition and Results of Operations Part II. 1. Legal Proceedings * 2. Changes in Securities * 3. Defaults Upon Senior Securities * 4. Submission of Matters to a Vote of Securities Holders 11 5. Other Information * 6. Exhibits and Reports on Form 8-K 11 Signatures 12 * No information provided due to inapplicability of item.
PART I. Item 1. Financial Statements Cypros Pharmaceutical Corporation Balance Sheets January 31, July 31, 1997 1996 (Unaudited) (Note) Assets Current assets: Cash and cash equivalents $ 4,172,007 $8,306,752 Short-term investments 7,662,930 7,690,297 Accounts receivable 280,103 149,626 Inventory 104,574 63,386 Prepaid expenses 173,470 61,409 Total current assets 12,393,084 16,271,470 Property, equipment and leasehold improvements, net 622,110 608,206 Purchased technology, net 5,509,569 2,629,427 [Deferred financing costs 428,961 520,011] Licenses and patents, net 137,303 111,231 Deposits and other assets, net 119,274 126,180 [Total assets $ 19,210,301 $20,266,525] Liabilities and shareholders' equity Current liabilities: Accounts payable $ 317,061 $ 119,092 Other accrued liabilities 451,383 387,612 Purchased asset obligation 1,224,000 200,000 Current portion of capital lease obligations 103,688 81,035 Current portion of long-term debt 91,008 99,282 Total current liabilities 2,187,140 887,021 Capital lease obligations 201,467 187,265 Deferred rent 128,169 120,411 Long-term debt - 41,367 [Mandatorily convertible notes 7,660,481 6,395,574] [Shareholders' equity: Common stock, 30,000,000 shares authorized, 11,613,748 shares issued and outstanding as of January 31, 1997 and July 31, 1996 23,455,450 23,421,428] Deferred compensation (163,477) (304,309) [Accumulated deficit (14,258,929) (10,482,232)] [Total shareholders' equity 9,033,044 12,634,887] [Total liabilities and shareholders' equity $ 19,210,301 $ 20,266,525]
Note: The balance sheet at July 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes.
Cypros Pharmaceutical Corporation Statements of Operations (Unaudited) Three Six Months Ended Months January 31, Ended January 31, 1997 1996 1997 1996 Net sales $587,665 $353,990 $ 954,796 $578,718 Cost of sales 134,741 141,344 239,862 195,069 Gross profit 452,924 212,646 714,934 383,649 Operating expenses: Sales and marketing 257,182 76,710 419,638 114,332 General and 699,423 396,788 1,320,934 773,004 administrative Clinical testing and regulatory 560,983 391,773 900,433 711,774 Research and 271,004 221,655 486,090 414,929 development Depreciation and amortization 290,154 148,347 478,040 295,792 Total operating expenses 2,078,746 1,235,273 3,605,135 2,309,831 Loss from operations (1,625,822) (1,022,627) (2,890,201) (1,926,182) Research grant income 32,090 91,434 79,490 165,926 Interest income, net 100,217 190,733 384,713 379,316 [Amortization of discount and costs on mandatorily convertible (674,184) - (1,350,699) - notes [Net loss $(2,167,699) $(740,460) $(3,776,697) $(1,380,940)] ) 7) )] [Net loss per share $ (0.19) $ (0.06) $ (0.33) $ (0.12)] Shares used in computing net loss per share 11,613,748 11,419,590 11,613,748 11,390,301
See accompanying notes.
Cypros Pharmaceutical Corporation Statements of Cash Flows (Unaudited) Six Months Ended January 31, 1997 1996 Operating activities [Net loss $(3,776,697) $(1,380,940)] Adjustments to reconcile net loss to net cash used in operating activities: Amortization of deferred compensation 174,854 96,509 Compensation expense related to warrant issuances - 74,082 [Amortization of discount and costs on 1,350,699 -] mandatorily convertible notes Depreciation and amortization 478,040 295,792 Deferred rent expense 7,758 2,222 Changes in operating assets and liabilities; net of effects from acquisitions: Accounts receivable (130,477) (229,557) Inventory 31,406 (40,902) Prepaid expenses (112,061) (108,070) Accounts payable 197,969 8,474 Other current liabilities 93,029 292,397 Net cash flows used in operating activities (1,685,480) (989,993) Investing activities Payment for purchase of acquired (2,286,642) (1,835,356) business Short-term investments 27,367 2,701,802 Note receivable - (1,000,000) Purchase of property, equipment and leasehold improvements (59,269) (60,360) (Increase)/decrease in licenses and 2,266 (6,597) patents Increase in deposits and other assets (40,209) (18,411) Net cash flows used in investing (2,356,487) (218,922) activities Financing activities Issuance of common stock, net - 869,749 Repurchase and retirement of common - (1,540,000) stock Repayments of long-term debt (49,641) (49,642) Principal payments under capital lease obligations (43,137) (14,307) Net cash flows used in financing (92,778) (734,200) activities Decrease in cash and cash equivalents (4,134,745) (1,943,115) Cash and cash equivalents at beginning of period 8,306,752 5,026,745 Cash and cash equivalents at end of $ 4,172,007 $ 3,083,630 period Supplemental disclosure of cash flow information: $ 26,932 $ 17,955 Cash paid for interest Non-cash investing and financing activities: Issuance of common stock in business acquisition $ - $ 1,032,309 Issuance of purchased asset obligation in business acquisitions $ 1,200,000 $ 200,000 Equipment financed under capital $ 79,992 $ 26,553 leases
See accompanying notes. CYPROS PHARMACEUTICAL CORPORATION NOTES TO FINANCIAL STATEMENTS 1. Organization and Summary of Significant Accounting Policies Organization and Business Activity Cypros Pharmaceutical Corporation (the "Company") is engaged in the development and marketing of acute-care, hospital-based products. On November 4, 1996, the Company acquired the New Drug Application, the U.S. trademark for Ethamolin Injection (the "Ethamolin Assets") and the finished goods inventory on hand at closing from Schwarz Pharma, Inc., a Delaware corporation. The acquisition was accounted for using the purchase method. The total purchase price was $3,286,642, of which the Company paid $2,086,642 in cash and issued a $1,200,000 note bearing interest at 8% per annum at closing. The principal and accrued interest on the note are due and payable on November 3, 1997. Repayment of the principal and interest on the note is secured by the Ethamolin Assets. The Company used its working capital to make the cash payment at closing. The Company's pre-clinical and clinical development programs focus on cytoprotective drugs designed to reduce ischemia (low blood flow) induced tissue damage in acute-care settings. The Company's two clinical programs, CPC-111 and CPC-211, are in various Phase II trials for cardiovascular and neurological disorders. Basis of Presentation The unaudited financial statements for the three and six months ended January 31, 1997 and 1996 have been prepared on the same basis as the Company's audited financial statements for the year ended July 31, 1996 and reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the results of the interim periods presented. Results for the interim periods are not necessarily indicative of the results for the entire year. For more complete financial information, these financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended July 31, 1996 included in the Company's Annual Report on Form 10-K. The Company has experienced significant quarterly fluctuations in operating results and increases in expenses and losses since inception and it expects these fluctuations, expenses and losses will continue. Inventory Inventory is stated at the lower of cost (first-in, first-out method) or market and is comprised of raw materials of $24,570 and finished goods of $80,004. Revenue Recognition Revenues from product sales of whole vials of Glofil and Inulin are recognized upon shipment. Revenues from Glofil unit sales are recognized upon receipt by the Company of monthly sales reports from Syncor, the exclusive marketing agent for Glofil in this form. Sales are reported net of returns during the period in which product is shipped. These sales are subsequently adjusted for discounts and allowances due to contractual discounts on certain pharmaceuticals under contracts with hospitals and hospital buying groups. At January 31, 1997, such discounts and allowances totalled $11,991. Net Loss Per Share Net loss per share is computed using the weighted average number of common shares outstanding during the periods. Reclassifications Certain previously reported amounts have been reclassified to conform with the 1997 presentation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Actual results could differ from those estimates. 2. Subsequent Events On March 5, 1997, the Company entered into private placement agreements for $5 million of the Company's Common Stock, no par value, under SEC Regulation D. The placement was sold to two institutions led by the President and Fellows of Harvard College. The closing of the transaction is conditioned upon the effectiveness of a registration statement which has been filed by the Company covering resale of the acquired shares by the purchasers. Item 2. 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 that involve risks and uncertainties, including statements regarding the period of time during which the Company's existing capital resources and income from various sources will be adequate to satisfy its capital requirements. The Company's actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include but are not limited to, those discussed in this section, as well as in the sections entitled "Business", "Licenses", "Manufacturing", "Sales and Marketing", "Competition", "Government Regulation", "Patents and Proprietary Rights"of the Company's Annual Report (Form 10-K) for the fiscal year ended July 31, 1996 and those discussed in the S-3 Registration Statement File No. 333-17501 filed with U.S. Securities and Exchange Commission, as well as those discussed in any documents incorporated by reference herein or therein. The Company was founded in 1990, commenced its research and development activities in 1991, completed an initial public offering (the "IPO") in November 1992, commenced clinical trials in December 1994 and acquired two FDA-cleared products, Glofil and Inulin, in August 1995. The Company has sustained an accumulated deficit of $12,908,230 from inception through January 31, 1997. As the Company will not have significant positive net operating cash flow for the next few years and the Company's sales and marketing, research and development, clinical testing and regulatory and general and administrative expenses during these years will be substantial and increasing, the Company expects to incur increasing losses for the foreseeable future. Results of Operations Three Months Ended January 31, 1997 Versus Three Months Ended January 31, 1996 During the quarter ended January 31, 1997, the Company reported sales of $587,665, a 66% increase over the $353,990 reported in the prior-year period, principally due to the acquisition of Ethamolin, and a gross profit on sales of $452,924, a 113% increase over the $212,646 reported in the prior-year period. As a percent of sales, the gross margin in the current quarter was 77% compared to 60% in the prior-year period. Without the effect of the recall of a lot of Inulin, the gross margin for the prior- year period would have been 72%. [For the quarter, the Company sustained a loss of $2,167,699 (or $.19 per share), compared to a loss of $740,460 (or $.06 per share) for the prior-year quarter, as expenses increased in all operating areas. Sales and marketing expense increased by more than 235% principally due to the tripling of the field sales force, the hiring of a product manager, executive search fees relating to these hires and increased travel expense by sales and marketing personnel. General and administrative expense increased more than 76% principally due to the launch of a substantial investor relations program, the payment of 1996 and 1997 annual product user fees to the Food and Drug Administration for Glofil and Inulin, and increased payroll expense. Clinical testing and regulatory expense increased more than 43% principally due to increased enrollment at the various sites for the Phase II trials of CPC-111 and CPC-211. Depreciation and amortization expense increased more than 95% principally due to the amortization of the purchased technology related to the acquisition of Ethamolin during the current quarter.] During the current quarter, research grant income decreased 65%, principally due to the prior-year quarter receiving income from a Phase II SBIR grant that was completed in September 1996. The research and development expense for the quarter includes expenses incurred in connection with the grant. In addition, net interest income for the current quarter declined more than 47% principally due to interest income received in the prior-year quarter from fees and interest on a loan that the Company made during that quarter which was subsequently repaid, coupled with interest expense during the current quarter accruing on the promissory note issued to Schwarz Pharma as part of the acquisition of Ethamolin. [During the current quarter, the Company recognized $674,184 of expense related to the amortization of (i) the discount available upon conversion of the $8 million in principal amount of mandatorily convertible notes issued in three private placements between April and July of 1996 and (ii) the deferred financing costs related to these placements.] Six Months Ended January 31, 1997 Versus Six Months Ended January 31, 1996 During the six months ended January 31, 1997, the Company reported sales of $954,796, a 65% increase over the $578,718 reported in the prior-year period, principally due to the acquisition of Ethamolin, and a gross profit on sales of $714,934, an 86% increase over the $383,649 reported in the prior- year period, principally because the gross profit in the prior- year period was adversely affected by the recall of a lot of Inulin. As a percent of sales, the gross margin in the current period was 75% compared to 66% in the prior-year period. Without the effect of the recall of the Inulin lot, the gross margin for the prior-year period would have been 74%. [During the six months ended January 31, 1997, the Company sustained a loss of $3,776,697 (or $.33 per share), compared to a loss of $1,380,940 (or $.12 per share) for the prior-year period, as expenses in all operating areas. Sales and marketing expense increased more than 267% for the reasons set forth in the three- month analysis above. General and administrative expense increased 71% for the reasons set forth in the three-month analysis above in addition to a one-time payment of $100,000 to a financial advisor in September 1996. Clinical testing and regulatory expense increased by more than 26% principally due to increased payments to clinical research organizations managing two of the Company's Phase II clinical trials and increased usage of consultants to perform clinical monitoring, data base management and statistical analysis functions. Depreciation and amortization expense increased more than 61% for the reason set forth in the three-month analysis above.] During the current six-month period, research grant income declined more than 52% for the reason set forth in the three- month analysis above. The research and development expense for the current six-month period includes expenses incurred in connection with the SBIR grants. [During the current six-month period, the Company recognized $1,350,699 of expense related to the amortization of (i) the discount available upon conversion of the $8 million in principal amount of mandatorily convertible notes issued in three private placements between April and July of 1996 and (ii) the deferred financing costs related to these placements.] Liquidity and Capital Resources The Company has principally funded its activities to date through its initial public offering ("IPO") in November 1992, which raised net proceeds of $5,951,000, subsequent exercises of its Redeemable Class A Warrants in 1994 and early 1995, which raised net proceeds of $10,497,000, exercises by the underwriter of the IPO of its unit purchase options (and the Redeemable Class A Warrants within such options), which raised net proceeds of $1,681,000, that it had received as part of its compensation for the IPO, and three private placements of mandatorily convertible notes during April and July 1996, which raised $7,464,000. At January 31, 1997, the Company had cash, cash equivalents and short-term investments of $11,834,937 compared to $15,997,049 at July 31, 1996. At January 31, 1997, working capital was $10,205,944, compared to $15,384,449 at July 31, 1996. The Company expects that its cash needs will increase significantly in future periods due to expansion of research and development programs, increased clinical testing activity, growth of administrative, clinical and laboratory staff and expansion of facilities to accommodate increased numbers of employees. The Company's management believes that the Company's working capital will be sufficient to fund the operations of the Company for more than two years dependent, in part, on the timing of the commencement of each phase of the clinical trials on CPC-111 and CPC-211 and the funding priorities that it gives its various research programs, the results of clinical tests and research programs; competing technological and market developments; the time and costs involved in obtaining regulatory approvals and in obtaining, maintaining and enforcing patents; the cost of product acquisitions and their resulting cash flows and other factors. The Company is funding a significant portion of its operating expenses through cash flow from product sales, but expects to seek additional funds through exercises of its currently outstanding options and warrants, public or private equity financings, collaborations or from other sources. There can be no assurance that additional funds can be obtained on desirable terms or at all. The Company may seek to raise additional capital whenever conditions in the financial markets are favorable, even if the Company does not have an immediate need for additional cash at that time. Part II. Item 4. Submission of Matters to a Vote of Security Holders The Company held its annual meeting of shareholders on January 28, 1997. The following matters received the votes for, votes against, abstentions and broker non-votes set forth across from them at the meeting:
Vote Votes Abstensions Broker For Against ns r For Against Non-Votes (1) Election of Directors to hold office until the 1998 Annual Meeting of Shareholders Paul J. Marangos 8,872,294 7,589 0 0 Robert F. 8,868,693 11,190 0 0 Allnutt Digby W. Barrios 8,875,793 4,090 0 0 Virgil Thompson 8,875,693 4,190 0 0 Robert A. 8,865,797 14,086 0 0 Vukovich (2) Ratification of the selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending July 31, 8,860,284 5,100 4,499 10,000 1997
Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. No exhibits are included in this report. (b) Reports on Form 8-K. A report on Form 8-K/A, pertaining to Item 7, "Financial Statements and Exhibits", was filed by the Company on January 16,1997.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Carlsbad, County of San Diego, State of California, on the 5th day of August, 1997. CYPROS PHARMACEUTICAL CORPORATION /s/---------------------------- By Paul J. Marangos Chairman of the Board, President and Chief Executive Officer /s/---------------------------- By David W. Nassif Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
 

5 6-MOS JUL-31-1997 JAN-31-1997 4,172,007 7,662,930 280,103 0 104,574 12,393,084 1,027,358 (405,248) 19,210,301 2,187,140 0 7,660,481 0 23,455,450 (14,422,406) 19,210,301 954,796 1,469,931 239,862 239,862 3,605,135 0 50,932 (3,776,697) 0 (3,776,697) 0 0 0 (3,776,697) (0.33) 0