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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                                (AMENDMENT NO. 1)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 1999

                          Commission file number 1-4430

                           MAXIM PHARMACEUTICALS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                87-0279983
-----------------------------------         ------------------------------------
          (State of Incorporation)          (I.R.S. Employer Identification No.)

8899 UNIVERSITY CENTER LANE, SUITE 400 SAN DIEGO, CA             92122
----------------------------------------------------             -----
     (Address of principal executive offices)                  (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (858) 453-4040
---------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

          TITLE OF EACH CLASS               NAME OF EXCHANGE ON WHICH REGISTERED
          -------------------               ------------------------------------
Common Stock, $.001 Par Value                      American Stock Exchange
Redeemable Common Stock Purchase Warrants          American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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
                                      ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K [X]

The number of outstanding shares of the registrant's Common Stock, $.001 par
value, as of February 16, 2000 was 16,543,797.


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                                EXPLANATORY NOTE:

       This Amendment No. 1 to the Form 10-K for the fiscal year ended September
30, 1999 is filed solely to correct Part II, Item 5(a) and the Exhibit Index
included in Part IV, Item 14 of the Form 10-K.

            ---------------------------------------------------------

                                     PART II

ITEM 5  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED MATTERS

         (a)      The information required by Item 5(a) is incorporated herein
by reference to the information set forth on page 30 of our Annual Report to
Stockholders for the fiscal year ended September 30, 1999, filed as Exhibit 13.1
hereto.

         In addition, in July 1999, the Company issued 206,874 shares of Series
A Convertible Preferred Stock, convertible into 2,068,740 shares of common
stock. The Company receive net proceeds of approximately $18.3 million after
paying expenses of approximately $1,800,000. The Company issued such shares to
qualified accredited investors in reliance upon the exemption provided by Rule
506 of Regulation D.

         (b)      Not applicable.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

         (c)      Exhibits

                                      INDEX

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<CAPTION>

Exhibit
Number            Description
------            -----------
<S>      <C>
3.1      Amended and Restated Certificate of Incorporation of Registrant. (1)

3.2      Certificate of Amendment of Amended and Restated Certificate of
         Incorporation. (10)

3.3      Certificate of Designations, Preferences and Relative, Participating,
         Optional and Other Special Rights of Preferred Stock and
         Qualifications, Limitations and Restrictions Thereof of Series A
         Convertible Preferred Stock. (10)

3.4      Certificate of Designations, Preferences and Relative, Participating,
         Optional and Other Special Rights of Preferred Stock and
         Qualifications, Limitations and Restrictions Thereof of Series B
         Convertible Preferred Stock. (11)

3.5      Bylaws of Registrant. (1)

4.1      Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

10.1     Form of Indemnification Agreement for directors and officers of the
         Registrant. (1)

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<TABLE>

<S>      <C>
10.2     Form of Representative's Warrant Agreement between the Company and
         National Securities Corporation, as representative of the several
         Underwriters (the "Representative"), including form of Representative's
         Warrant Certificate. (1)

10.3     Form of Warrant Agreement between the Company, the Representative and
         American Stock Transfer & Trust Company, including form of Warrant
         Certificate. (1)

10.4     Option to Buy Technology and Rights Agreement, dated March 30, 1993,
         between the Registrant and Estero Anstalt. (1)+

10.5     Security Agreement, dated July 27,1993, between the Registrant and
         Estero Anstalt. (1)+

10.6     Exclusive License Agreement, dated June 14, 1995, among the Registrant,
         Jan Holmgren, M.D., Ph.D., Cecil Czerkinsky, Duotol AB and Triotol Ltd.
         (1)+

10.7     Option and License Agreement, dated May 19, 1993, among the Registrant,
         Vitec AB and SBL Vaccin AB, as amended. (1)+

10.8     License Agreement dated January 14, 1994, among the Registrant, Vitec
         AB and SBL Vaccin, AB, as amended. (1)+

10.9     Agreement, dated December 2, 1995, among the Registrant, Syntello
         Vaccine Development AB and Estero Anstalt. (1)+

10.10    Agreement, dated April 23, 1996, among the Registrant, Anders Vahlne,
         M.D., Ph.D. and Syntello Vaccine Development AB. (1)+

10.11    Lease dated November 1, 1996 between DM Spectrum LLC, a California
         limited liability company, as Landlord and the Registrant for 3099
         Science Park Road, Suite 150, San Diego, California 92121. (2)

10.12    Amended and Restated 1993 Long-Term Incentive Plan and forms of stock
         option agreements. (3)

10.13    Employment Agreement dated November 3, 1999 between the Registrant and
         Kurt R. Gehlsen.+* (12)

10.14    Employment Agreement dated November 3, 1999 between the Registrant and
         Dale A. Sander.+* (12)

10.15    Employment Agreement dated October 26, 1999 between the Registrant and
         Larry G. Stambaugh.+* (12)

10.16    Loan and Security Agreement between the Registrant and Silicon Valley
         Bank. (4)

10.17    Amendment to Loan and Security Agreement dated March 16, 1998 between
         the Registrant and Silicon Valley Bank. (5)

10.18    Lease dated July 2, 1998 between British Pacific Properties, a
         California Corporation, as Landlord, and the Registrant. (6)

10.19    Employment Agreement dated November 3, 1999 between the Registrant and
         Geoffrey B. Altman.+* (12)

10.20    Amendment to Loan and Security Agreement dated September 1, 1998
         between the Registrant and Silicon Valley Bank. (7)

10.21    License Agreement dated November 6, 1998 among the Registrant,
         Professional Pharmaceutical, Inc., Bruce A. Jack, D.D.S. and B. Thomas
         White, R.PH. (8)

10.22    Secured Promissory Note dated April 7, 1999 between Larry G. Stambaugh
         and the Registrant. (9)

10.23    Secured Promissory Note dated April 14, 1999 between Larry G. Stambaugh
         and the Registrant. (9)

10.24    Secured Promissory Note dated April 7, 1999 between Kurt R. Gehlsen and
         the Registrant. (9)

10.25    Secured Promissory Note dated April 7, 1999 between Dale A. Sander and
         the Registrant. (9)

10.26    Common Stock Purchase Warrant, No.#99AR-1, to purchase 200,000 shares
         of the Registrant's common stock, issued to The Kriegsman Group on
         March 3, 1999. (10)

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<TABLE>


<S>      <C>
10.27    Common Stock Purchase Warrant, No.#99PA-1, to purchase 32,390 shares of
         the Registrant's common stock, issued to The Kriegsman Group on July
         26, 1999. (10)

10.28    Common Stock Purchase Warrant to purchase 300,000 shares of the
         Registrant's common stock issued to RGC International Investors, LDC on
         July 20, 1999. (10)

10.29    Series B Convertible Preferred Stock Purchase Agreement, dated November
         10, 1999, between the Registrant and certain purchasers of Registrant's
         preferred stock. (11)

10.30    Form of Common Stock Purchase Warrant issued to AP Asset Management AG,
         The Kriegsman Group and Cappello Partners, LLC. (11)

10.31    Form of Common Stock Purchase Warrant issued to Evolution Capital,
         Wayne Philip Rothbaum and Mitchell Silber.(12)

13.1     Registrant's Annual Report to Stockholders for the fiscal year ended
         September 30, 1999.(12)

23.1     Consent of KPMG LLP, Independent Auditors.(12)

24.1     Power of Attorney. Reference is made to page 27.

27       Financial Data Schedule.(12)

99       Independent Auditors' Report.(12)

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*        Management contract or compensatory plan or arrangement required to be
         filed as an exhibit to this form pursuant to Item 601 of Regulation
         S-K.

+        Certain confidential portions deleted pursuant to Order Granting
         Application Under the Securities Act of 1933 and Rule 406 thereunder
         respecting confidential treatment.

(1)  Previously filed together with Registrant's Registration Statement on Form
     SB-2 (File No. 333-4854-LA) or amendments thereto and incorporated herein
     by reference.

(2)  Previously filed together with Registrant's Annual Report on Form 10-K
     (File No. 1-4430) dated September 30, 1996 and incorporated herein by
     reference.

(3)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated December 31, 1996 and incorporated herein by
     reference.

(4)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated March 31, 1997 and incorporated herein by
     reference.

(5)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated March 31, 1998 and incorporated herein by
     reference.

(6)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated June 30, 1998 and incorporated herein by reference.

(7)  Previously filed together with the Registrant's Annual Report on Form
     10-K/A (File No. 1-4430) dated September 30, 1998 and incorporated herein
     by reference.

(8)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated December 31, 1998 and incorporated herein by
     reference.

(9)  Previously filed together with Registrant's Quarterly Report on Form 10-Q
     (File No. 1-4430) dated June 30, 1999 and incorporated herein by reference.

(10) Previously filed together with Registration Statement on Form S-3 (File No.
     333-84711) or amendments thereto and incorporated herein by reference.

(11) Previously filed together with Registration Statement on Form S-3 (File No.
     333-91923) dated December 1, 1999 and incorporated herein by reference.

(12) Previously filed together with Registrant's Annual Report on Form 10-K
     (File No. 1-4430) dated September 30, 1999 and incorporated herein by
     reference.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     MAXIM PHARMACEUTICALS, INC.



                                                     By: /s/ Dale A. Sander
                                                        ------------------------
                                                     Dale A. Sander,
                                                     Vice President, Finance
                                                     and Chief Financial Officer


Date:  February 23, 2000