<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
                                       
                                FORM 10-K/A SB
                                       
/ X /    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934--AMENDED 

                  For the Fiscal Year ended December 31, 1996
                                       
                                      OR
                                       
/_ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

             For the transition period from ________ to ________.
                                       
                      COMMISSION FILE NUMBER : 000-27866
                                       
                               VYREX CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                       
            NEVADA                                        88-0271109
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)
                                       
2159 Avenida de la Playa, La Jolla, California              92037
(Address of principal executive offices)                 (zip code)
                                       
       Registrant's telephone number including area code (619) 454-4446
                                       
                                       
              SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
                                THE ACT: NONE
                                       
               SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
                  OF THE ACT: COMMON STOCK, PAR VALUE $.001
                              WARRANTS

     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.  

State issuers revenues for its most recent year:  $0.00.

State the aggregate market value of the voting stock held by non affiliates 
of the registrant computed by reference to the price at which the stock was 
sold, or the average bid and ask prices of such stock, as of a date within 
the past 60 days:  $24,910,489 as of September 9, 1997

State the number of shares outstanding of each of the issuers classes of 
common equity, as of latest practicable date:

Common Stock - 7,121,409 as of           Warrants to purchase common stock -
               September 9, 1997.        1,239,701 as of September 9, 1997.

                     DOCUMENTS INCORPORATED BY REFERENCE
                                       
The issuer's definitive Proxy Statement for its Annual Meeting of 
Shareholders dated May 9, 1997, Form 10-QSB for the period ended March 31, 
1997, Form 10-QSB for the period ended June 30, 1997 and the Form 8-K dated 
July 11, 1996 are incorporated by reference in Part III of this Form 10-K/A 
SB to the extent stated herein.

Transitional Small Business Disclosure Format

Yes      No  X
    ---     ---

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ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION

OVERVIEW

Since its inception in January 1991, the Company has devoted substantially 
all of its efforts and resources to research and development related to the 
study of biological oxidation, antioxidation, cyclodextrins and apoptosis-
induction directed to the development of potential therapeutic products for 
the treatment of various diseases and conditions. Currently the Company's 
research focuses mainly in the following areas: targeted antioxidant 
therapeutics; annotated gene discovery utilizing the Company's proprietary 
CD-Tagging-TM- method; therapeutic cyclodextrins; apoptosis-inducing cancer 
therapeutics and nutraceuticals.

The Company is a development stage company, has never generated any revenue 
from product sales and has relied  primarily on equity financings, licensing 
revenues, and bridge loans for its working capital. The Company has been 
unprofitable since its inception, and expects to incur substantial additional 
operating losses over at least the next several years. As of December 31, 
1996, the Company's accumulated deficit was approximately $5,228,813.

The Company's business is subject to significant risks, including the risks 
inherent in its research and development efforts, uncertainties associated 
with obtaining and enforcing patents, the lengthy and expensive regulatory 
approval process and competition from other biotechnology companies. See 
"Risk Factors."

RESULTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1996 AND 1995

The Company completed its initial public offering on March 21, 1996 and with 
the net proceeds subsequently accelerated its spending on research and 
development.

No revenues were earned in 1996. In 1995, the Company earned a $10,000 
license fee for the sale of an option to license a potential product. 

Research and development expenses increased $574,859 to $869,812 in 1996 
(reaching $611,000 for the three months ended December 31, 1996) compared to 
$294,953 for 1995. The increased spending resulted primarily from higher 
salary costs related to the hiring of scientific personnel, higher consulting 
costs, including $175,000 during the fourth quarter of 1996 and increased 
spending on synthesis and patent preparation of new Panavir and Vantox 
pro-drugs and analogs, as well as formulation and preclinical work on Cerex.

General and Administrative expenses increased $905,621 to $1,127,270 in 1996 
(totaling $482,000 for the three months ended December 31, 1996) compared to 
$221,649 for 1995. The increase in expenses was due to higher professional 
expenses for patent and corporate development work, $120,000 in expenses 
related to the proposed acquisition of Nutrition 21 during the fourth quarter 
of 1996, salaries for new administrative personnel, $100,000 accrued for 
severance for the Company's former president and higher facility, maintenance 
and insurance costs.

Interest income increased $174,550 to $176,468 compared to $1,918 for 1995. 
The increase resulted from higher cash balances as a result of the initial 
public offering of Units and certain stock option exercises, offset by 
spending to support operations.

Net loss decreased $33,970 to $1,820,614 in 1996 compared to $1,854,584 in 
1995. Higher spending on operations in 1996 was offset by higher interest 
income in 1996 and the lack of bridge financing costs as 


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incurred in 1995.  Net loss per share decreased $0.02 to $0.28 in 1996 
compared to $0.30 in 1995. The decline in net loss per share was primarily 
due to the higher average shares outstanding in 1996, as well as the 
decreased net loss mentioned above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company has financed its operation since inception solely through the 
sale of debt and equity securities. As of December 31, 1996, the Company had 
working capital of $4,625,069 which includes $5,081,736 of cash, cash 
equivalents and short term investments. This compares with a working capital 
deficit of $356,387 at December 31, 1995. The increase in working capital is 
the result of cash received from the Company's initial public offering, as 
well as cash received for the sale and exercise of stock options, offset by 
spending to support operations.

The Company believes that its current cash reserves will fund the business 
for at least 12 months from the balance sheet date. The Company does not 
anticipate having revenues in the foreseeable future and will be required to 
raise additional funds to continue operations. There can be no assurance that 
funds will be available through the public or private markets.

PLAN OF OPERATION
-----------------

During the 12 month period following the balance sheet date, the Company 
intends to focus substantially all of its efforts and resources on research 
and development related to the study of targeted antioxidant therapeutics, 
annotated gene discovery, therapeutic cyclodextrins, apoptosis-inducing 
cancer therapeutics and nutraceuticals. Most of these efforts will involve 
development of its potential products, and the remainder will involve other 
current projects developed from its ongoing research. During such 12 month 
period, the Company expects to retain additional consultants and hire 
additional employees in the areas of research, development, regulation, 
marketing, sales and administration, and to lease additional facilities.  The 
Company will also continue discussions with potential collaborative partners 
concerning development, manufacture and marketing of Cerex-TM-, Vantox-TM-, 
Vyderm-TM-, Epitope Tagging, CD-Tagging-TM-, nutraceuticals and possibly 
other potential products which may include joint ventures and acquisitions. 
See "Business."


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                                  SIGNATURES
                                       
     In accordance with Section 13 or 15(d) of the Exchange Act, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                        VYREX CORPORATION
                                        Registrant


                                        By:  /S/SHELDON S. HENDLER/
                                            --------------------------
                                            Sheldon S. Hendler,
                                            President, Chief Executive Officer,
                                            and Chairman of the Board


                                        By:  /S/STEVEN J. KEMPER/
                                            --------------------------
                                            Steven J. Kemper,
                                            Chief Financial Officer

Date:  September 9, 1997

     In accordance with the Exchange Act, this Report has been SIGNED by the 
following persons on behalf of the Registrant and in the capacities and on 
the dates indicated.


     SIGNATURE                    TITLE                            DATE


/S/ SHELDON S. HENDLER/       President, Chief Executive     September 9, 1997
----------------------        Officer, and
Sheldon S. Hendler            Chairman of the Board


/S/ CARL M. LEWIS/            General Counsel, Secretary     September 9, 1997
-----------------------       and Director
Carl M. Lewis              


/S/ JOYCE M. HENDLER/         Director                       September 9, 1997
-----------------------
Joyce M. Hendler         


/S/ DENNIS J. CARLO/          Director                       September 9, 1997
-----------------------
Dennis J. Carlo          


/S/ NOLAN E. PENN/            Director                       September 9, 1997
-----------------------
Nolan E. Penn       


/S/ GREGORY F. GILBERT/       Director                       September 9, 1997
-----------------------
Gregory F. Gilbert


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