ZymeTx, Inc.
(www.zymetx.com)
Proposed Ticker:ZMTX 800 Research Parkway, Suite 100
Exchange:NASDAQ-National Market Oklahoma City, OK 73104
Industry:Manufacturing (SIC Code 2835) (405) 271-1314
# of Employees:15

Filing Information
Type of Shares:Common Shares Filing Date:8/13/97
U.S. Shares Filed:2,300,000 Filing Range:$6.00 - $8.00
Non-U.S. Shares Filed:0 Offering Amount: $16,100,000
Primary Shares:2,300,000 Expenses: -
Secondary Shares:0 Shares Out After:6,275,662

Primary Underwriting Group
ManagerTierPhone
Capital West Securities, Inc.Lead Manager (405) 235-5720
Comvest Partners, Inc.Co-manager (214) 265-7200
Millennium Securities Corp.Co-manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Phillips McFall McCaffrey McVay & Murrah, P.C.
Bank's Law Firm: Bright & Barnes, P.C.
Auditor: Ernst & Young
Registrar/Transfer Agent: Liberty Bank and Trust Co of OK

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
6/30/96 3/31/97 3/31/96 3/31/97
Revenue:$7.76$8.37$6.66Assets:$2.78
Net Income:-$0.37-$1.98-$0.17Curr Assets:$2.33
EPS:-$0.27-$1.44-$0.12Liabilities:$0.72
Prior EPS:-$1.36-$0.10Curr Liabilities:$0.31
Cash Flow/Oper:-$0.24$4.09$0.12Equity:$2.06
Cash Flow/Fin:$0.28-$2.09$0.00Cash:$2.25
Cash Flow/Inv:-$0.01-$2.09Working Cap:$2.02

Business Description
The company is a developmental stage biotechnology company engaged in the discovery and development of unique products for the diagnosis and treatment of viruses. The scientific foundation for the Company's plan of operations is based upon the role of enzymes in the process of viral infection. The Company's strategy is: (i) to develop therapeutic and diagnostic products for a broad range of viral diseases; and (ii) to use revenues from marketing "ZstatFlu," the Company's first diagnostic product, to sustain a comprehensive viral therapeutic research and development program and to continue the Company's diagnostic research and development program.

Competition
Competition in the Company's markets is intense. The Company competes with a large number of companies ranging from very small businesses to large diagnostic, healthcare, pharmaceutical, biomedical and chemical companies, many of which have substantially greater financial, manufacturing, marketing and product research resources than the Company. Academic institutions, governmental agencies and other public and private research organizations are also conducting research activities and may commercialize products on their own or through joint ventures. The Company intends to compete primarily on the basis of the clinical utility, accuracy, speed, ease of use and other performance characteristics of its products and, to a lesser degree, on the price of its products. The Company is aware that other companies are developing influenza diagnostics which may compete with the Company's products. These diagnostic products could compete directly with ZstatFlu and other Company products which utilize the Company's ViraZyme technology. The existence of these and other competing products or procedures that may be developed in the future may adversely affect the marketability of products developed by the Company. Although the Company's existing licensed patent rights cover a broad field of viral diagnostics, the Company is aware of the efforts of others to develop diagnostics for viral disease. Quidel, working with Glaxo Wellcome, and Biostar, working with Biota Holdings, Ltd. ("Biota"), have each publicly announced influenza diagnostic programs. The Company believes that the primary methods being used by these competitors and others to develop such diagnostics are substantially different than the Company's methods and do not offer the anticipated market advantages of the ViraZyme system. There can be no assurance, however, that the Company will be successful in fully developing its products so that such expected marketing advantages will be realized or that the competitive advantages of products of competitors will not exceed those of the Company's products. In addition, the Company is aware of influenza therapeutic programs of other companies; specifically Glaxo Wellcome, whose influenza therapeutic the Company believes is in FDA Phase III clinical trials, and Roche, which has begun Phase I or Phase II clinical trials for its therapeutic for influenza. Programs underway at Glaxo Wellcome and Roche both involve inhibition of enzymes in a manner similar to the Company's approach. The Company recognizes that these two competitors are further advanced in the development of therapeutics than is the Company and may come to the market with a therapeutic product earlier than the Company, which could be a barrier to market acceptance of the Company's product, if developed. A therapeutic product developed by Glaxo Wellcome or Roche will be a strong competitor for any therapeutic which the Company may develop, because of the size and resources of such companies. In the event the Company develops a therapeutic product, it plans to contract with a large pharmaceutical company to increase the Company's ability to compete against large companies such as Glaxo Wellcome or Roche. There can be no assurance that such a contract can be secured on terms satisfactory to the Company, or at all. The Company's competitive position will also depend on its ability to attract and retain qualified scientific and other personnel, develop effective proprietary products, implement production and marketing plans, obtain patent protection and obtain adequate capital resources.

Business Plan
The Company's strategy is: (i) to develop therapeutic and diagnostic products for a broad range of viral diseases; and (ii) to use revenues from marketing "ZstatFlu," the Company's first diagnostic product, to sustain a comprehensive viral therapeutic research and development program and to continue the Company's diagnostic research and development program.

Use of Proceeds
The proceeds from the proposed offering will be used for virel therapeutic and diagnostic research; development, production and marketing of ZstatFlu for the 1998-1999 influenza season; and working capital and other general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Kevin Kimberlin12.50%8.00%
US Ventech, Inc.11.50%7.30%
OMRF8.00%5.10%
ML Oklahoma Venture Partners, Limited Partnership7.50%4.80%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
G. Carl GibsonController, Treasuer37
Peter G. LivingstonPresident, Chief Executive Officer and Director43
Gary W. PedersenVice President of Marketing and Sales52
Charles E. SeeneyVice President of Operations and Strategic Development54
Craig D. Shimasaki, Ph.D.Vice President of Research40

Additional Underwriter Compensation
Warrant to purchase 230,000 shares/units at $230.00 per share/unit.
Exercise price of $8.40 for 4 year(s), 1 year(s) from .

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