<PAGE>
 
                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934
                    for the Quarter Ended December 31, 1995
                         Comission file number 1-9613
                                               ------


                                Xytronyx, Inc.
                                --------------
            (Exact name of registrant as specified in its charter)



          Delaware                                 36-3258753
   ------------------------         ----------------------------------------
   (State of incorporation)           (I.R.S. Employer Identification No.)



 6555 Nancy Ridge Drive, Suite 200, San Diego, CA         92121
--------------------------------------------------    -------------
     (Address of principal executive offices)           (Zip Code)



                                (619) 550-3900
             ----------------------------------------------------
             (Registrant's Telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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
                                         ---     ---  

As of February 9, 1996, there were 8,051,029 shares of the registrant's Common
Stock, $.02 par value outstanding.
<PAGE>
 
                         XYTRONYX, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                        INCORPORATED SEPTEMBER 23, 1983



                                     INDEX


Part I - Financial Information
------------------------------

  Item 1.   Financial Statements

          Consolidated Statements of Operations -
          Three Months and Nine Months Ended December 31, 1995
          and 1994, and from September 23, 1983 (Inception)
          to December 31, 1995.................................      1
 
          Consolidated Balance Sheets -
          December 31, 1995 and March 31, 1995.................      2
 
          Consolidated Statements of Cash Flows -
          Nine Months Ended December 31, 1995 and 1994
          and from September 23, 1983 (Inception)
          to December 31, 1995.................................      3
 
          Consolidated Statements of Stockholders' Equity
          Nine Months Ended December 31, 1995 and 1994.........      4
 
          Notes to Consolidated Financial Statements...........      5
 
  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations........      8


Part II - Other Information
---------------------------

  Item 6. Exhibits and Reports on Form 8-K.....................     11

SIGNATURE......................................................     11
 
<PAGE>

XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
                                   Three Months Ended               Nine Months Ended
                                       December 31                     December 31                  September 23, 1983
                                --------------------------      --------------------------            (inception) to
                                   1995            1994            1995            1994              December 31, 1995
                                ---------        ---------      ----------     -----------          ------------------
<S>                             <C>              <C>            <C>            <C>                 <C>
REVENUES

  Product sales                 $     700        $   9,021      $   11,730     $   612,744            $  1,847,819
  License fees and royalties            -                -               -         330,000                 330,000
  Contract research                     -                -          45,000          99,151                 228,891
  Marketing rights                175,000                -         205,000               -               1,451,500
  Interest and other               26,055           42,444          80,933         110,542               1,481,571
                                ---------        ---------      ----------     -----------            ------------
Total revenues                    201,755           51,465         342,663       1,152,437               5,339,781
                                ---------        ---------      ----------     -----------            ------------

COSTS AND EXPENSES

   Cost of product sales           34,094           45,255           94,508        394,449               2,872,713
   Product development            458,976          341,289        1,160,699      1,483,821              11,705,664
   General and administrative     269,738          344,668          961,749      1,187,224              14,314,010
   Business development
     and marketing                 80,893          219,339          342,198        548,402               3,237,565
   Interest and other              13,628           13,888           24,763         41,812                 488,742
                                ---------        ---------      -----------    -----------            ------------
Total costs and expenses          857,329          964,439        2,583,917      3,655,708              32,618,694
                                ---------        ---------      -----------    -----------            ------------

Net loss                        $(655,574)       $(912,974)     $(2,241,254)   $(2,503,271)           $(27,278,913)
                                ---------        ---------      -----------    -----------            ------------
Net loss per share
   of common stock                 ($0.10)          ($0.17)          ($0.40)        ($0.50)
                                ---------        ---------      -----------    ----------- 

Weighted average
   shares outstanding           6,323,681        5,263,029        5,617,865      5,055,211
                                ---------        ---------      -----------    ----------- 
</TABLE>
See Notes to Consolidated Financial Statements.


                                       1
<PAGE>

XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)

CONSOLIDATED BALANCE SHEETS (unaudited)
<TABLE>
<CAPTION>
                                                                     December 31,1995      March 31, 1995
                                                                     ----------------      --------------
<S>                                                                  <C>                   <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                               $1,334,151             $827,752
Short-term investments                                                   1,422,357              992,326
Accounts receivable                                                          3,765                9,073
Inventory                                                                   41,438               47,967
Prepaid expenses                                                           221,011               99,306
                                                                     ----------------      --------------
     Total current assets                                                3,022,722            1,976,424

Property and equipment, net of accumulated depreciation                    110,085              120,154
Patent application costs, net of accumulated amortization                  195,039              196,573
Other assets                                                                11,786               11,786
                                                                     ----------------      --------------
TOTAL ASSETS                                                            $3,339,632           $2,304,937
                                                                     ================      ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                           $97,637             $216,815
Accrued expenses                                                           520,489              115,441
Customer advances                                                                -               30,888
Notes payable                                                              110,478                    -
Current portion of capitalized leases                                       20,170               33,631
                                                                     ----------------      --------------
   Total current liabilities                                               748,774              396,775

Other liabilities                                                           24,766               24,353



STOCKHOLDERS' EQUITY:
Preferred stock, $25 par value, 300,000 shares authorized                        -                    -
Common stock, $.02 par value, 15,000,000 shares authorized;
8,051,029 and 5,263,029 shares issued and outstanding at
December 31 and March 31, 1995, respectively.                              161,021              105,261
Capital in excess of par value                                          29,683,984           26,816,207
Deficit accumulated during the development stage                       (27,278,913)         (25,037,659)
                                                                     ----------------      --------------
Total stockholders' equity                                               2,566,092            1,883,809
                                                                     ----------------      --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $3,339,632           $2,304,937
                                                                     ================      ==============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       2
<PAGE>

XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>

                                                              Nine Months Ended           
                                                                 December 31,             September 23, 1983 
                                                         ----------------------------       (inception) to
                                                             1995            1994          December 31, 1995
                                                         ------------     -----------     --------------------
<S>                                                      <C>              <C>             <C>
OPERATING ACTIVITIES
Net loss                                                 ($2,241,254)     ($2,503,271)        ($27,278,913)
Adjustments to reconcile net loss to net cash
used by operating activities:
 Depreciation and amortization                                88,863          103,169            1,439,449
 Non-cash compensation expense upon issuance
  of common stock options and common stock                         -                -              475,296
 Net book value of disposals                                   5,507            7,097              148,253
 Option income from retirement of stock
  or amounts previously advanced by customer                       -                -             (400,000)
 Changes in assets and liabilities:
  Accounts receivable                                          5,308          206,103               (3,766)
  Inventory                                                    6,529            3,153              (41,441)
  Prepaid expenses and other assets                         (121,705)        (146,927)            (231,974)
  Accounts payable                                          (119,179)        (211,714)              97,635
  Accrued expenses                                           405,048          (89,419)             376,466
  Customer advances                                          (30,888)         (11,012)             140,863
  Deferred rent                                               (8,921)          (8,921)               5,950
                                                         ------------     -----------     --------------------
 Net cash used by operating activities                    (2,010,692)      (2,651,742)         (25,272,182)

INVESTING ACTIVITIES
Purchases of short-term investments                       (1,422,357)      (2,566,099)          (5,614,683)
Maturities of short-term investments                         992,326        3,200,000            4,192,326
Capital expenditures                                         (36,945)         (30,419)            (807,012)
Patent application costs                                     (45,822)         (84,113)            (864,627)
Other                                                              -                -                 (996)
                                                         ------------     -----------     --------------------
 Net cash provided by (used in) investing activities        (512,798)         519,369           (3,094,992)

FINANCING ACTIVITIES
Issuance of notes payable                                    325,426          318,172            1,477,407
Repayment of notes payable                                  (214,948)        (210,268)          (1,330,179)
Issuance of capital lease obligation                          24,180                -              206,174
Repayment of capitalized lease obligations                   (28,306)         (20,214)            (166,201)
Long-term customer advances                                        -         (500,000)             100,000
Issuance of common and preferred stock                     2,923,537        1,697,003           29,351,624
Issuance of stock warrants                                         -                -               62,500
                                                         ------------     -----------     --------------------
 Net cash provided by financing activities                 3,029,889        1,284,693           29,701,325
                                                         ------------     -----------     --------------------

Net increase (decrease) in cash
 and cash equivalents                                        506,399         (847,680)           1,334,151
Cash and cash equivalents at beginning of period             827,752        1,304,010                    -
                                                         ------------     -----------     --------------------
Cash and cash equivalents at end of period                $1,334,151         $456,330           $1,334,151
                                                         ------------     -----------     --------------------

See Notes to Consolidated Financial Statements.
</TABLE>

                                       3
<PAGE>
 
XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)
<TABLE>
<CAPTION>

                                                                                       Deficit
                                                                                     Accumulated
                                                Common Stock           Capital       During the
                                         ------------------------     in Excess      Development
                                           Shares      Par Value     of Par Value       Stage         Total
                                         -----------  -----------    ------------   ------------    ----------
<S>                                      <C>          <C>           <C>             <C>             <C>
Balance at March 31, 1994                 4,813,029      $96,261     $25,128,204    ($21,282,691)   $3,941,774
Private placement of common stock
  April 1994                                100,000        2,000         378,000                       380,000
  August 1994                               100,000        2,000         423,575                       425,575
  September 1994                            250,000        5,000         886,428                       891,428
Net loss                                                                              (2,503,271)   (2,503,271)
                                         -----------  -----------   ------------    ------------    ----------
Balance at December 31, 1994              5,263,029     $105,261     $26,816,207    ($23,785,962)   $3,135,506
                                         ===========  ===========   ============    ============    ==========


Balance at March 31, 1995                 5,263,029     $105,261     $26,816,207    ($25,037,659)   $1,883,809
Private placement of common stock
  November 1995                           2,788,000       55,760       2,867,777                     2,923,537
Net  loss                                                                             (2,241,254)   (2,241,254)
                                         -----------  -----------   ------------    ------------    ----------
Balance at December 31, 1995              8,051,029     $161,021     $29,683,984    ($27,278,913)   $2,566,092
                                         ===========  ===========   ============    ============    ==========

</TABLE>
See Notes to Consolidated Financial Statements.

                                       4
<PAGE>
 
                         XYTRONYX, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
            ------------------------------------------------------



1.  PRINCIPLES OF INTERIM PERIOD REPORTING

The consolidated financial statements include the accounts of Xytronyx, Inc. and
its wholly owned subsidiary, Perio Test, Inc. (collectively the "Company").  All
significant intercompany balances and transactions have been eliminated.

The Company has not earned significant revenues from planned principal
operations.  Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7.  The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.  The Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash flow to meet
its obligations on a timely basis, to comply with the terms and covenants of its
financing agreements and business contracts, to obtain additional financing or
refinancing as may be required, and ultimately to attain successful operations.
Management anticipates that without significant revenues its current resources
will allow planned operations to continue through November 1996, and possibly
beyond that date.  Unanticipated expenses, however, could shorten that period.
Accordingly, the Company will most probably require additional financing from
time-to-time until it begins to generate positive cash flow from operations.
There can be no assurance that the Company will be successful in obtaining
financing, or that it will attain positive cash flow from operations.

In the opinion of the Company, the unaudited consolidated financial statements
contain all of the adjustments, consisting only of normal recurring adjustments
and accruals, necessary to present fairly the financial position of the Company
as of December 31, 1995 and March 31, 1995, and the results of operations for
the three months and nine months ended December 31, 1995 and 1994 and from
September 23, 1983 (inception) to December 31, 1995.  The results of operations
for the three months and nine months ended December 31, 1995 are not necessarily
indicative of the results to be expected in subsequent periods or for the year
as a whole.  For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended March 31, 1995.

2. STOCKHOLDERS' EQUITY

In November 1995, the Company completed a private placement totaling 2,788,000
shares of common stock and 3,485,000 warrants to purchase common stock,
resulting in aggregate net proceeds of approximately $2,924,000 to the Company
after total expenses of approximately $561,000.

The warrants entitle the holders thereof to purchase one share of common stock
at a price of $1 per share and  such warrants expire November 27, 2005.  The
warrants are subject to redemption by the Company at $.10 per warrant on 60 days
prior written notice, provided that the closing bid quotation for the common
stock as reported on the American Stock Exchange, or on such exchange on which
the common stock is

                                       5
<PAGE>
 
then traded, exceeds 400% of the exercise price per share for 20 consecutive
trading days ending three days prior to the date of redemption. The warrants are
not redeemable on or prior to November 27, 1996 unless the closing bid quotation
for the common stock as reported on the American Stock Exchange, or on such
exchange on which the common stock is then traded, exceeds 600% of the exercise
price per share for 20 consecutive trading days ending three days prior to the
date of redemption.

In connection with the private placement the Company entered into an agreement
with a placement agent under which the Company paid a cash fee of $313,650 and a
non-accountable expense reimbursement of $140,000 to the placement agent. The
Company has also agreed to pay the placement agent a cash fee equal to 6% of the
aggregate proceeds from any future exercise of the warrants.  The Company also
granted a purchase option under which the placement agent can purchase up to
348,500 shares of common stock and 435,625 of the aforementioned warrants for an
aggregate purchase price of $479,188.  Lastly, the Company has agreed to retain
the placement agent as a financial consultant to the Company for a period of at
least one year at a fee of $2,500 per month.

3.  INCOME TAXES

The Internal Revenue Code ("IRC") includes provisions which significantly limit
potential use of net operating losses in situations where there is a change in
ownership, as defined in IRC Section 382, of more than 50% during a three-year
period.  Accordingly, if a change in ownership occurs, the ultimate benefit
realized from these carryovers may be significantly reduced in total, and the
amount that may be utilized in any given year may be significantly limited.  The
limitation is computed based upon the fair market value of the Company at the
time of the ownership change multiplied by the federal long-term tax-exempt
borrowing rate.  The State of California has enacted similar legislation.  The
common stock issuance of November 27, 1995 combined with the other stock
issuances completed by the Company during the past three years have initiated a
change in ownership as defined in IRC Section 382.  Accordingly, the Company is
currently subject to an annual limitation of approximately $600,000 on
accumulated federal and California net operating loss carryforwards of
approximately $26,000,000 and $10,000,000 respectively.

4.  OPTION AGREEMENT WITH PROCTER & GAMBLE COMPANY

On October 4, 1995, the Company signed an agreement with the Procter & Gamble
Company (P&G) which provides P&G the option to enter into an exclusive marketing
agreement for the Company's Periodontal Tissue Monitor (the "PTM") worldwide,
with the exception of Japan.  P&G has the right to exercise the option up until
four weeks after U.S. Food and Drug Administration (FDA) approval to market the
product in the United States.  The option agreement calls for P&G to make
certain payments to the Company based upon the achievement of milestones,
including FDA approval, and the exercise of the option by P&G.

5.  TERMINATION OF AGREEMENT WITH COLGATE-PALMOLIVE COMPANY

On November 23, 1987 the Company and Colgate-Palmolive Company entered into a
Manufacture, Sales and Distribution Agreement under which Colgate acquired the
world-wide distribution rights to the Periodontal Tissue Monitor kit (the
"PTM").  This agreement delineated ordering, manufacturing, quality control,
shipping and payment responsibilities among the parties, described the formula
for pricing and set the sales and marketing responsibilities among the parties.

                                       6
<PAGE>
 
On May 11, 1995, Colgate and the Company entered into an agreement to terminate
the Manufacture, Sales and Distribution Agreement dated November 23, 1987.
Under the termination agreement, all marketing rights held by Colgate are
returned to the Company.  No financial consideration was exchanged under the
termination agreement.

6.  SEPARATION AGREEMENT

Effective April 14, 1995, the Company terminated the employment of the President
and Chief Operating Officer of the Company.  Under an employment agreement dated
August 18, 1994 the Company is required to continue paying 75% of the former
employee's salary and all benefits until new employment is attained for a period
of up to one year.  In April 1995 the Company accrued approximately $111,000,
the remaining maximum potential expense to the Company under this agreement, of
which $34,000 remains unpaid at December 31, 1995.

                                       7
<PAGE>
 
                         XYTRONYX, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                        INCORPORATED SEPTEMBER 23, 1983


                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Total revenues aggregated $202,000 for the quarter ended December 31, 1995, a
$150,000 increase from revenues of $51,000 recorded during the same period of
the prior year.  Current quarter revenues include marketing rights income of
$175,000.   No such revenues were earned in the prior year.

Total revenues for the nine month period ending December 31, 1995, totaled
$343,000, a decrease of $810,000, or 70%, from the same period of the prior
year.  The majority of the prior year revenues for this nine month period relate
to a March 1994 agreement with Coors Brewing Company for use of Xytronyx's
Kephra(TM) reversible color change technology in a summer 1994 promotion. The
Coors Brewing Company's rights with respect to the technology terminated on
March 6, 1995 and accordingly, no such revenues from Coors were earned in the
current year. Cost of product sales for the nine month period ending December
31, 1995 decreased $300,000, or 76%, from the prior year, consistent with the
decrease in revenues.

Product development costs totaled $459,000 for the quarter, a 34% increase from
the prior year costs of $341,000.  This increase is primarily the result of
additional expenses incurred relating to the U.S. Clinical Trials of the
Periodontal Tissue Monitor (the "PTM").

For the nine months ended December 31, 1995, product development costs decreased
$323,000, or 22%, from the same period of the prior year to $1,161,000.
Laboratory and other research expenditures in this period have decreased
$453,000 resulting from cessation of certain projects, offset by an increase in
PTM clinical trial and contract research expenditures of $129,000.

Business development costs for the current quarter totaled $81,000, a decrease
of $138,000, or 63%, from the same quarter of the prior year. Prior year amounts
include $56,000 of costs incurred related to approval of the Periodontal Tissue
Monitor in the Peoples Republic of China.  No such costs were incurred in the
current quarter.  The remaining decrease is a result of cost containment
measures implemented in March, 1995 which include concentrating the Company's
efforts on its PTM product and its Kephra(TM) reversible color change
technology.

Business development costs for the nine month period ended December 31, 1995
decreased $206,000, or 38%, to $342,000 from the same period of the prior year.
Prior year amounts include costs incurred related to approval of the Periodontal
Tissue Monitor in the Peoples Republic of China and other costs incurred
relating to the agreement with Coors Brewing Company as discussed above.  No
such costs were incurred in the current period.

                                       8
<PAGE>
 
Management's Discussion and Analysis of Financial Condition and Results of
Operations


General and administrative expenses for the three month period ended December
31, 1995 decreased 22%  to $270,000 from the same period of the prior year.  For
the nine months ended December 31, 1995, general and administrative costs
decreased 19% to $962,000 from the same period of the prior year.  This decrease
is a result of cost savings measures implemented in March 1995 which include
reduced staffing and a reduction in other administrative costs.

Net loss for the quarter ended December 31, 1995 totaled $656,000, a 28%
decrease from the prior year's third quarter loss of $913,000.  This decrease
resulted from the decrease in cost of product sales, business development costs,
and general and administrative costs, partially offset by the increase in
product development costs.  Net loss per share of common stock for the quarter
ended December 31, 1995 was $.10, a 41% decrease from the prior year's third
quarter loss of $.17 per share.  This decrease was a result of the decrease in
net loss for the current quarter and an increase in the weighted average number
of shares outstanding.

Net loss for the nine months ended December 31, 1995 totaled $2,241,000, a
decrease of $262,000 from the same period of the prior year.  This decrease is a
result of a decrease in expenses of $1,072,000 offset by a decrease in revenues
of $810,000.  Net loss per share of common stock for the nine months ended
December 31, 1995 was $.40, a 20% decrease from the loss of $.50 per share for
the same period of the prior year.  The decrease was a result of the decrease in
net loss for the period combined with an increase in the weighted average number
of shares outstanding.


CAPITAL RESOURCES AND LIQUIDITY

Cash, cash equivalents and short-term investments at December 31, 1995 totaled
$2,757,000, a $936,000, or 51%, increase from the March 31, 1995 balance.
Working capital at December 31, 1995 increased by 44% from March 31, 1995 to
$2,274,000.  These increases were primarily due to the net proceeds of
$2,924,000 from a third quarter private placement of the Company's common stock
partially offset by the net loss for the nine month period ending December 31,
1995 and other less significant changes in certain balance sheet accounts since
March 31, 1995.  Prepaid expenses increased by $122,000 as a result of the
prepayment of annual insurance premiums.  Notes payable increased by
approximately $110,000 as a result of financing the above mentioned insurance
premiums. Accounts payable increased $161,000 for the nine month period.  This
increase includes an accrual of $280,000  for U.S. PTM clinical trial expenses
offset by a general reduction in trade payables.  Accrued expenses increased
$125,000 as a result of an accrual for performance bonuses to be paid in the
fourth quarter of Fiscal 1996.   Stockholders equity increased by $682,000 as a
result of the private placement of the Company's common stock offset by the net
loss for the period.

Since inception, the Company has experienced negative cash flow from operations,
and the Company considers it prudent to anticipate that negative cash flow from
operations will continue for the foreseeable future, and that outside sources of
funding will continue to be required.  Without significant future revenues, the
Company's financial resources are anticipated to be adequate through November 
1996, based on a continuation of the pattern of expenses which have prevailed
during Fiscal 1996. Unanticipated expenses or working capital requirements
could, however, shorten that period.

                                       9
<PAGE>
 
Management's Discussion and Analysis of Financial Condition and Results of
Operations


A Premarket Approval ("PMA") application for marketing approval of the PTM kit
was submitted to the FDA in August 1989, and in May 1990, an FDA Panel
unanimously recommended approval of the PTM with conditions as to the text of
the labeling.  Since then, the Company has received 4 letters from the FDA
requesting further information and data from the Company.  The FDA's most recent
letter, received by the Company in May 1993, indicated that additional clinical
trials and other data will be required before the PMA application can be
considered for approval.  The Company agreed to complete a 12-month clinical
study to be conducted in parallel at three separate universities.  In November
1993 the FDA approved the protocol to be used in the study, and the study is now
underway.

On May 11, 1995, the Company terminated an agreement with Colgate-Palmolive
Company under which Colgate had the exclusive right to distribute the PTM
product in most areas of the world with the exception of China, Japan, and
certain other Asian markets.  On October 11, 1995 the Company entered into an
agreement with Procter & Gamble Company which provides Procter & Gamble Company
an option to market the PTM product on a worldwide basis, excluding Japan. In
the event the Company begins selling material quantities of the PTM, the Company
may need additional working capital, and additional personnel and space,  both
of which may cause an increase in the net utilization of cash.  However, there
can be no assurance that FDA PMA approval or any other required regulatory
approvals will be forthcoming, that the Company will complete any new marketing
agreements, or that any of its existing or future marketing partners will order
the PTM products in increased quantities.

The Company continues to be engaged in efforts to obtain additional financing
and to seek strategic partners to aid in the development and marketing of its
products.  The continued existence of the Company is dependent upon receiving
additional financing from time-to-time until it begins to generate positive cash
flow from operations.  If and as orders for the Company's products are placed in
increasing quantities, the Company expects to seek equity and/or debt financing
as a function of availability and cost.  No assurance can be given that the
Company will be successful in obtaining additional equity and/or debt financing
or locating new strategic partners, or that it will be able to generate positive
cash flow from operations.

                                       10
<PAGE>
 
PART II-OTHER INFORMATION
-------------------------

Item 6.  Exhibits and Reports on Form 8-K

Date of Report      Item Reported                    Financial Statements Filed
--------------      ---------------                  --------------------------

December 4, 1995    Item 5 - Other Events                      No
                    (news release announcing
                    Fiscal 1996 second quarter
                    results; amendment #1 to
                    rights agreement between
                    Xytronyx, Inc. and First
                    Chicago Trust Company;
                    amendment to the Certificate
                    of Designations of Series R
                    Junior Participating Preferred
                    Stock; news release announcing
                    the private placement of the
                    Company's common stock; news
                    release announcing appointments
                    to the Board of Directors.)



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.


                                   Xytronyx, Inc.



Date:  February 9, 1996             /s/  Dale A. Sander
                                   --------------------
                                   Dale A. Sander
                                   Chief Financial Officer
                                   (Principal Accounting Officer and Officer
                                   duly authorized to sign this report on
                                   behalf of the registrant)

                                       11