Discovery Laboratories, Inc.
Proposed Ticker:DSCO 787 Seventh Avenue, 44th Floor
Exchange:NASDAQ-Small Cap Market New York, NY 10019
Industry:Service (SIC Code 8731) (212) 554-4364

Filing Information (This offering has been postponed)
Type of Shares:Common Shares Filing Date:1/7/97
U.S. Shares Filed:12,101,409 Filing Price:$3.00
Non-U.S. Shares Filed:0 Offering Amount: $36,304,227
Primary Shares:0 Expenses: -
Secondary Shares:12,101,409 Shares Out After:12,101,409

Primary Underwriting Group
ManagerTierPhone
A Non Underwritten OfferingLead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Roberts, Sheridan & Kotel
Auditor: Eisner, Richard A.
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 11/8/96
Revenue:$0.00$0.00$0.00Assets:$21.07
Net Income:-$0.02-$0.26-$0.02Curr Assets:
EPS:-$0.01-$0.07-$0.01Liabilities:$2.40
Prior EPS:$0.00-$0.21$0.00Curr Liabilities:
Cash Flow/Oper:-$0.01Equity:$18.67
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage pharmaceutical company that is focused on acquiring, developing and commercializing proprietary investigational drugs that have previously been tested in humans or animals. The company's strategy is to conduct preclinical and clinical studies on investigational drugs licensed from third parties, either on its own or in collaborations with corporate partners. the company may also seek to enter into collaborations with corporate partners for manufacturing and marketing of such drugs. The company currently has three licensed investigational drug candidates under development. 1) The company is developing SuperVent as a stable aerosolized, multidimensional therapy for airway diseases characterized by inflammation, injurious oxidation and excessive sputum. 2) KL(4)-Surfactant is a proprietary, synthetic lung surfactant invented at The Scripps Research Institute. 3) In October 1996, the company acquired an exclusive license from the Wisconsin Alumni Research Foundation relating to an active vitamin D analog, ST-630, and its potential use in treating postmenopausal osteoporosis.

Use of Proceeds
The proceeds from the proposed offering will be distributed to selling shareholders.

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