<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         AMENDMENT NO. 1 TO FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                                         For the fiscal year ended June 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                               For the transition period from          to
                                                              --------    ------

                                               Commission File Number: 000-23145

                                  ZYMETX, INC.
                 (Name of small business issuer in its charter)

              DELAWARE                             75-731444040
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification No.)

   800 RESEARCH PARKWAY, SUITE 100
       OKLAHOMA CITY, OKLAHOMA                         73104
(Address of principal executive offices)             (Zip Code)

                                 (405) 271-1314
                           (Issuer's telephone number)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON
STOCK, $.001 PAR VALUE

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90 days.

                                   YES [X] NO

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, 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-KSB or any
amendment to this Form 10-KSB.

         Issuer's revenues for its most recent fiscal year were $948,703.

         As of October 29, 2001 the aggregate market value of voting stock held
by non-affiliates of the issuer was $6,018,435 (based on the closing price for
the common stock on the NASD Over-the-Counter Bulletin Board on such date of
$0.76 per share). As of October 29, 2001 there were 8,175,029 shares of common
stock, $.001 par value, outstanding.


         Transitional Small Business Disclosure Format (check one):
         YES    NO [X]
            ---



<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following table sets forth the name of each director, their age,
the year in which the individual first became a director, and the year in which
the director's term will expire.

<Table>
<Caption>
                                         FIRST BECAME        TERM
         NAME                             A DIRECTOR        EXPIRES       AGE
         ----                            ------------       -------       ---
<S>                                      <C>                <C>           <C>
         James R. Tolbert, III               1999            2001          66
         Christopher M. Salyer               1998            2001          49
         Gilbert M. Schiff, MD               1994            2001          70
         Norman R. Proulx                    1999            2003          54
         J. Vernon Knight, M.D.              1996            2002          84
         Rand P. Mulford                     2000            2002          58
         William G. Thurman, M.D.            1997            2002          73
         William L. Bergman                  1996            2003          70
         David E. Rainbolt                   1996            2003          45
</Table>

         James R. Tolbert III, has served as our Chairman of the Board since
June 1999. Mr. Tolbert has served as Chairman and President of First Oklahoma
Corporation, a company that manages a diversified real estate portfolio and
distributes insurance and investment products through regional banks, since
1986. Mr. Tolbert also serves as Chairman of the Dean A. McGee Eye Institute in
Oklahoma City, and is the owner of the Full Circle Bookstore, the largest
independently-owned bookstore in Oklahoma City.

         Christopher M. Salyer, has served as President, Chief Executive Officer
and Chairman of the Board of Directors of CD Warehouse, Inc., a publicly-held
retailer of recorded music, since August 30, 2000. From December 1997 to August
2000, Mr. Salyer served as the Chairman of the Board of Medical Arts Laboratory,
Inc., the nation's oldest independent medical laboratory. On November 3, 2000,
Medical Arts Laboratory, Inc. filed for reorganization under Chapter 11 of the
bankruptcy code. He currently serves as the Chairman of the Board of Accel
Financial Staffing, Inc., a temporary services company formed by Mr. Salyer in
April 1995.

         Gilbert M. Schiff, M.D., served as President of the Gamble Institute of
Medical Research in Cincinnati, Ohio, from 1974 to 1995, and from 1974 to 1992
he was director of the Division of Clinical Research at that institution. The
Gamble Institute merged with the Children's Hospital Research Foundation in
October 1995 and became the Gamble Program for Clinical Studies, and Dr. Schiff
has served as the Program's Director since such time.

         Norman R. Proulx has served as the President and Chief Executive
Officer of ZymeTx since August 1999. Mr. Proulx has also served as President,
Chief Executive Officer and Director of Gynetics, Inc., a privately held women's
healthcare company since January 2000. He has served as a director of Talisman
Enterprises, Inc., a publicly held company since 1998, and he currently serves
as Chairman of the Board. Mr. Proulx previously served as the Managing Director
of Cortec Group, a private equity investment firm, from 1997 to 1999. From 1990
to 1996, he served as President and Chief Executive Officer of Seymour
Housewares Corporation. Mr. Proulx served as President of Wilkinson Sword
Limited from 1984 to 1990. From 1978 to 1984 he served first as the Chief
Financial Officer, then as General Manager for Scripto/Wilkinson Sword.


<PAGE>


         J. Vernon Knight, M.D., has served as a professor at Baylor College of
Medicine since 1966, and during such time has held a number of positions
including Professor and Chairman of the Department of Microbiology and
Immunology, Director of the Center for Biotechnology, and Professor and Acting
Chairman of the Department of Molecular Physiology and Biophysics. Dr. Knight
served as Clinical Director of the National Institute of Allergy and Infectious
Disease at the National Institutes of Health from 1959 until 1966.

         Rand P. Mulford, has served as a managing director of Spencer Trask
Holdings, Inc. since July 1999. From March 1999 to June 1999 he served as Senior
Vice President of The Immune Response Corporation, and from March 1997 until
February 1999 he served as President and Chief Executive Officer of World Blood,
Inc. From September 1994 to May 1995, Mr. Mulford served as the President and
Chief Operating Officer of Xytronyx, Inc.

         William G. Thurman, M.D., is currently President Emeritus of the
Oklahoma Medical Research Foundation. From 1979 until his retirement in 1997,
Dr. Thurman served as President and Scientific Director of OMRF. He served as
Dean at Tulane University School of Medicine from 1973 until 1975. From 1975 to
1979, Dr. Thurman served as Provost and Vice President for Medical Affairs at
the University of Oklahoma Health Sciences Center. Dr. Thurman continues to
practice medicine as a pediatric hematologist/oncologist.

         William I. Bergman has served as President of the Council on Family
Health since 1990. Mr. Bergman served in various positions with
Richardson-Vicks, Inc., a health and personal care products company, from 1952
until he retired in 1990. From 1985 to 1990 he served as President of
Richardson-Vicks USA and, during the same period from 1988 to 1990, he served as
Vice President of its parent, the Proctor & Gamble Company.

         David E. Rainbolt, has served as a director of BancFirst Corporation
since July 1984. He has also served as President and Chief Executive Officer of
BancFirst since January 1992, and as Executive Vice President and Chief
Financial Officer from July 1984 to December 1991. Mr. Rainbolt was President of
Trencor, Inc. from January 1982 to January 1984.

EXECUTIVE OFFICERS

         Each year the Board of Directors elects the executive officers to serve
until the next annual meeting of the Board and until their respective successors
are chosen and qualified. Set forth below are the name, age and description of
the background and principal occupation of each executive officer who is not a
director.

         Craig D. Shimasaki, Ph.D., 45, has served as our Vice President of
Research since 1996. From 1993 to 1996 he was employed by OMRF as Visiting
Research Scientist. From 1987 until 1993, he served as Executive Director of
Research and Department Head of Biochemistry of Symex. From 1983 to 1987 he
worked at Genentech, Inc. as a research associate on the purification,
characterization and epitope mapping of its gp120 AIDS vaccine. Dr. Shimasaki
established the ZymeTx Biochemistry Department and co-developed and implemented
a GMP manufacturing documentation system and manufacturing area. He has
developed and optimized fluorescent antibody coupling procedures that have
resulted in the investigational ViraSTAT parainfluenza MAb kit. His work
includes the co-development of the format of the ViraZyme assay. He is a
co-inventor of the patent for the method of the ViraZyme influenza viral
detection in clinical specimens.

         Robert J. Hudson, M.D., 61, has served as our Medical Director since
1997 and was elected as Vice President of Medical and Marketing in October 1999.
From 1996 to 1997 Dr. Hudson operated The Hudson Group, a healthcare consulting
firm, and from 1995 to 1996 he served as Senior Vice President and Chief Medical
Officer of MetraHealth. He served in various positions at Metropolitan Life
Insurance Company from 1989 to 1994, including National Director of Managed
Indemnity and PPO, Oklahoma Network Director and Medical Director Tulsa National
Medical Management Center. Dr. Hudson was a pediatrician from 1970 to 1989.


                                       2
<PAGE>


         Fred E. Hiller, 61, has served as acting Chief Financial Officer since
April 2001. He was a financial consultant from 1994 to 2000. Mr. Hiller was
Chief Financial Officer of Wilkinson Sword, Inc., from 1986 to 1993 and from
1975 to 1981. He served in various financial capacities for Trans Global Films,
Inc. (1983 to 1985), Columbia Pictures Industries, Inc. (1981 to 1983), and
Elgin National Industries, Inc. (1968 to 1975). Mr. Hiller worked as a CPA for
Touche Ross and Co. from 1962 to 1968.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Based upon a review of the original and amended Forms 3 and 4 furnished
to us during fiscal 2001, we know of the following failures to file reports
required by Section 16(a) of the Exchange Act on a timely basis: Mr. Mulford
failed to timely file a Form 4 for the award of convertible debentures and
warrants in November 2000; Dr. Hudson failed to timely file a Form 4 for the
grant of stock options in January, 2001; Mr. Rainbolt failed to timely file a
Form 4 for the repricing of his stock option exercise price in January 2001; Dr.
Thurman failed to timely file a Form 4 for the repricing of his stock option
exercise price in January 2001; Mr. Shimasaki failed to timely file a Form 4 for
the repricing of his stock option exercise price in January 2001 and failed to
timely file two Form 4s for the purchase of common stock during April and June
2001 respectively; Mr. Hiller failed to timely file a Form 3 for his appointment
as CFO in April 2001; and Mr. Gibson failed to timely file a Form 4 for the sale
of common stock during May 2001.

ITEM 10. EXECUTIVE COMPENSATION.

         Summary Compensation Table. The following information summarizes the
annual and long-term compensation of our President and Chief Executive Officer
and the other most highly compensated executive officers, for fiscal years 1999,
2000 and 2001.

<Table>
<Caption>
                                                                                          LONG TERM
                                                                                     COMPENSATION AWARDS
                                                                              -------------------------------
                                                                               RESTRICTED         SECURITIES
                                                                                 STOCK            UNDERLYING
NAME AND PRINCIPAL POSITION            YEAR     SALARY ($)    BONUS($)         AWARD(S)($)        OPTIONS(#)
---------------------------            ----     ----------    --------        ------------       ------------
<S>                                    <C>      <C>           <C>             <C>                <C>
Norman R. Proulx(1)                    2001     $  125,000          --               --                    --
President and                          2000        143,602    $ 50,000         $198,063               250,000
Chief Executive Officer                1999             --          --               --                    --

Peter G. Livingston(2)                 2001             --          --               --                    --
President and                          2000        157,083      18,125               --                    --
Chief Executive Officer                1999        145,000      18,125               --                    --

Craig D. Shimasaki, Ph.D.              2001        131,250      25,000               --                 5,000
Vice President of Research             2000        121,667       4,200               --                50,647
                                       1999        104,583       5,200               --                13,553

Robert J. Hudson, M.D.(3)              2001        164,167      82,000               --                10,000
Vice President of Medical and          2000        159,167      13,660               --                54,940
Marketing                              1999        153,750          --               --                 7,687
</Table>

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

(1)      Mr. Proulx was named President of ZymeTx on August 9, 1999.

(2)      On August 9, 1999, Mr. Livingston's employment was terminated and his
         options expired November 28, 1999.

(3)      Dr. Hudson was named Vice President of Medical and Marketing on October
         1, 1999.


                                       3
<PAGE>


         Stock Options. The following table provides information about grants of
stock options made during fiscal 2001 to each of the named executive officers.

<Table>
<Caption>
                                             NUMBER OF
                                             SECURITIES        % OF TOTAL
                                             UNDERLYING     OPTIONS GRANTED       EXERCISE OR
                                              OPTIONS        TO EMPLOYEES IN       BASE PRICE       EXPIRATION
                                              GRANTED        FISCAL YEAR(1)        ($/SH.)(2)           DATE
                                             ----------     ----------------      -----------       ----------
<S>                                          <C>            <C>                   <C>               <C>
Norman R. Proulx                                     --                   --               --               --
Peter G. Livingston (3)                              --                   --               --               --
Craig D. Shimasaki, Ph.D. (5)                     5,000 (4)            33.33%            2.00          1/19/11
Robert J. Hudson, M.D. (6)                       10,000 (4)            66.67%            2.00          1/19/11
</Table>

---------

(1)      We granted employees options to acquire 15,000 shares of our common
         stock in fiscal 2001.

(2)      The exercise price of each option was equal to 100% of the fair market
         value of the common stock on the date of grant, as determined by the
         compensation committee of the Board of Directors.

(3)      On August 9, 1999, Mr. Livingston's employment was terminated and
         228,669 stock options previously granted to him were cancelled on
         November 28, 1999.

(4)      Vests at a rate of 50% on each of January 19, 2002 and January 19,
         2003.

(5)      On January 19, 2001, the exercise price of 13,555 options granted to
         Mr. Shimasaki on August 18, 1998 was reduced from $4.94 to $2.00.

(6)      On January 19, 2001 the exercise prices of options granted to Dr.
         Hudson (7,687 on August 18, 1998 at $4.94, and 20,000 on September 22,
         1997 at $6.00) were reduced to $2.00.

         OPTION EXERCISES AND YEAR END VALUE TABLE. The following table shows
information about the number and estimated value of the unexercised options for
the named executive officers at June 30, 2001.


<Table>
<Caption>
                                                                                                         VALUE OF UNEXERCISED
                                                                 NUMBER OF SECURITIES                        IN-THE-MONEY
                                                                UNDERLYING UNEXERCISED                        OPTIONS AT
                           SHARES                           OPTIONS AT FISCAL YEAR-END 2001             FISCAL YEAR-END ($)(1)
                           ACQUIRED ON        VALUE         -------------------------------             ----------------------
NAME                       EXERCISE (#)    RECEIVED ($)    EXERCISABLE       UNEXERCISABLE       EXERCISABLE        UNEXERCISABLE
----                       ------------    ------------    -----------       -------------       -----------        -------------
<S>                        <C>             <C>             <C>               <C>                 <C>                <C>
Norman R. Proulx              - 0 -           - 0 -            150,000              100,000         - 0 -                - 0 -

Peter G. Livingston (2)       - 0 -           - 0 -                -0-                  -0-         - 0 -                - 0 -

Craig D. Shimasaki, Ph.D.     - 0 -           - 0 -             65,853                8,389         - 0 -                - 0 -

Robert J. Hudson, M.D.        - 0 -           - 0 -             80,706               11,921         - 0 -                - 0 -
</Table>


                                       4
<PAGE>


----------
(1)      Calculated on the basis of the fair market value of the underlying
         securities at October 29, 2001 ($0.76) minus the exercise price.

(2)      On August 9, 1999, Mr. Livingston's employment was terminated and on
         November 28, 1999 all options held by Mr. Livingston expired.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table shows information regarding the beneficial
ownership of our common stock as of October 29, 2001, by:

             o  each person we know to be the beneficial owner of at least 5% of
                our common stock;
             o  each named executive officer;
             o  each director; and
             o  all directors and executive officers as a group.

         Unless otherwise indicated, all stockholders set forth below have the
same principal business address as the company.

<Table>
<Caption>
                                                          NUMBER OF SHARES
     NAME AND ADDRESS                                   BENEFICIALLY OWNED(1)          PERCENT OF CLASS(1)
     ----------------                                   ---------------------          -------------------
<S>                                                     <C>                            <C>
Palladin Opportunity Fund, LLP (2)                                  3,336,015                 28.98%
Halifax Fund L.P. (3)                                               3,336,015                 28.98%
Norman R. Proulx(4)                                                   300,000                  3.56%
Fred E. Hiller (5)                                                      6,000                   *
James R. Tolbert III(6)                                                26,667                   *
William I. Bergman (6)                                                 25,000                   *
Robert J. Hudson, M.D. (7)                                             86,217                  1.04%
J. Vernon Knight, M.D.                                                 25,000                   *
Rand Mulford (8)                                                      185,349                  2.26%
David L. Rainbolt (9)                                                  32,813                   *
Christopher M. Salyer (6)                                              25,000                   *
Gilbert M. Schiff, M.D. (6)                                            25,000                   *
Craig D. Shimasaki, Ph.D. (10)                                         78,618                   *
William G. Thurman, M.D. (11)                                          31,250                   *

All Directors and Executive Officers as a Group (12
persons)(12)                                                          846,914                  9.66%
</Table>

----------
* Represents less than 1%.

(1)      The persons named in this table have sole voting and investment power
         with respect to all of the securities shown as beneficially owned by
         them, except as indicated in the other footnotes to this table.
         Beneficial ownership is determined in accordance with the rules and
         regulations of the SEC and includes warrants and debentures which may
         be exercised or converted on or before December 30, 2001. Shares of
         common stock subject to options


                                       5
<PAGE>


         currently exercisable or exercisable on or before December 30, 2001,
         are referred to herein as "currently exercisable options", and are
         deemed outstanding for purposes of computing the percentage of
         ownership for such person but are not deemed outstanding in computing
         the percentage of ownership of any other person.

(2)      Includes 3,246,015 shares of common stock subject to debentures and
         90,000 shares of common stock subject to warrants.

(3)      Includes 3,246,015 shares of common stock subject to debentures and
         90,000 shares of common stock subject to warrants.

(4)      Includes 250,000 shares subject to currently exercisable options.

(5)      Includes 5,000 shares subject to currently exercisable options.

(6)      Represents shares subject to currently exercisable options.

(7)      Includes 80,706 shares subject to currently exercisable options.

(8)      Includes 33,333 shares subject to currently exercisable options and
         4,320 shares of common stock subject to warrants beneficially owned by
         Paula M. Mulford and Associates.

(9)      Includes 25,000 shares subject to currently exercisable options and
         includes 7,813 shares beneficially owned by Trend Venture Corp.

(10)     Includes 65,853 shares subject to currently exercisable options and
         includes 1,500 shares beneficially owned by Alyssa Shimasaki.

(11)     Includes 25,000 shares subject to currently exercisable options and
         includes 6,250 shares beneficially owned by the William G. and
         Gabrielle Thurman Living Trust (12/96).

(12)     Includes 586,559 shares subject to currently exercisable options.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         We entered into an Executive Services Agreement with Norman R. Proulx,
our President and CEO, effective January 1, 2000. The agreement provided for an
annual salary of $200,000 and additional consideration of 50,000 nonqualified
stock options. The agreement was terminable by either party at any time upon 30
days notice.

         We entered into an Executive Services Agreement with Peter G.
Livingston, our former President and CEO, effective July 1, 1997. The agreement
provided for an annual salary of $145,000, and an annual bonus of up to 50% of
his annual salary, if and to the extent awarded. The agreement was terminable by
either party at any time upon 30 days notice.

         On July 15, 1999 we extended the term of Mr. Livingston's Executive
Services Agreement until July 1, 2000. However, on August 23, 1999 we notified
Mr. Livingston that his employment was terminated. Under the Executive Service
Agreement we are obligated to pay Mr. Livingston his monthly salary for 12
months totaling $145,000 starting on September 23, 1999, and 50% of his previous
bonus totaling $9,062.50. Additionally, 57,167 stock options held by Mr.
Livingston at the time his employment was terminated became vested and
exercisable. Mr. Livingston also was entitled to purchase an aggregate of
211,835 shares of common stock, including those that immediately vested upon
notice of his termination. All of the referenced stock options expired on
October 23, 1999.


                                       6
<PAGE>


         On July 29, 1996 we entered into a Noncompetition Agreement with Craig
D. Shimasaki, Ph.D. This agreement provides that in the event Dr. Shimasaki's
employment is terminated without cause, we will pay Dr. Shimasaki as severance
an amount equal to his annual salary at the time of his termination.

         On April 14, 1999, we entered into Severance Compensation Agreements
with Mr. Gibson, Dr. Hudson, Mr. Livingston, Dr. Shimasaki and Mr. Seeney.
Thereafter, Mr. Seeney resigned and Mr. Livingston was terminated. Each of the
agreements provides that if the respective officer is terminated following a
change in control, we will pay the officer either:

               o  an amount equal to the officer's annual salary; or
               o  two times the amount of the officer's annual salary.

The amount payable depends on the conditions involved in the change in control.
This Severance Compensation Agreement does not apply if the officer is
terminated due to disability, retirement, for cause or if such officer resigns.

         We entered into an Executive Services Agreement with Norman R. Proulx,
our President and CEO, effective January 1, 2000. The agreement provides for an
annual salary of $125,000 and bonuses payable as follows:

               o  for each fiscal year commencing with fiscal year ending June
                  30, 2001, a bonus equal to 50% of his annual salary for each
                  fiscal year in which we achieve our budgeted cash flow, sales
                  volumes or other relevant objectives for such fiscal year; and

               o  in the event the per share closing price of our common stock
                  exceeds $4.00 during any period of 20 consecutive trading
                  days, a bonus ranging from $50,000 for a price per share of
                  $4.00 to $325,000 for a price per share of $8.00, and
                  increasing for any per share price over $8.00.

         As additional consideration under the agreement we granted Mr. Proulx
200,000 qualified stock options. Either party may terminate the agreement at any
time upon 30 days notice.

         We entered into an Executive Services Agreement with Peter G.
Livingston, our former President and CEO, effective July 1, 1997. The agreement
provided for an annual salary of $145,000, and an annual bonus of up to 50% of
his annual salary, if and to the extent awarded. The agreement was terminable by
either party at any time upon 30 days notice.

         On July 15, 1999 we extended the term of Mr. Livingston's Executive
Services Agreement until July 1, 2000. However, on August 9, 1999 Mr.
Livingston's employment was terminated and on August 23, 1999 we gave Mr.
Livingston notice of such termination for purposes of the Executive Services
Agreement. Under the Executive Services Agreement we are obligated to pay Mr.
Livingston his monthly salary for 12 months totaling $145,000 starting on
September 23, 1999, and 50% of his previous bonus totaling $9,062.50.
Additionally, 57,167 stock options held by Mr. Livingston at the time his
employment was terminated became vested and exercisable. Mr. Livingston also was
entitled to purchase an aggregate of 211,835 shares of common stock, including
those that immediately vested upon notice of his termination. All of the
referenced stock options expired on unexercised November 28, 1999.

         On July 29, 1996 we entered into a Noncompetition Agreement with Craig
D. Shimasaki, Ph.D. This agreement provides that in the event Dr. Shimasaki's
employment is terminated without cause, we will pay Dr. Shimasaki as severance
an amount equal to his annual salary at the time of his termination.

         On April 14, 1999, we entered into Severance Compensation Agreements
with Mr. Gibson, Dr. Hudson, Mr. Livingston, Dr. Shimasaki and Charles E.
Seeney. Thereafter, Mr. Seeney resigned and Mr. Livingston was terminated. Each
of the agreements provides that if the respective officer is terminated
following a change in control, we will pay the officer either:


                                       7
<PAGE>



               o   an amount equal to the officer's annual salary; or
               o   two times the amount of the officer's annual salary.

         The amount payable depends on the conditions involved in the change in
control. This Severance Compensation Agreement does not apply if the officer is
terminated due to disability, retirement, for cause or if such officer resigns.

         On March 31, 2001, Mr. Gibson resigned from his positions as Chief
Financial Officer, Secretary and Treasurer of the Company. In connection with
this resignation we paid Mr. Gibson severance equal to six months salary,
payable on a pro rata monthly basis. In addition, we agreed to allow Mr. Gibson
to exercise any option underlying our common stock that he held at the time of
his resignation for a six-month period following his resignation.

         None of the transactions with officers or stockholders of the company
and their affiliates were made on terms less favorable to the company than those
available from unaffiliated parties. In future transactions of this nature, we
will ensure that more favorable terms are not available to us from unaffiliated
third parties before engaging in transactions with our officers or stockholders
or their affiliates.


                                       8
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

REGISTRANT:                                ZYMETX, INC.


Date:    October 31, 2001              By: /s/ Norman R. Proulx
                                          --------------------------------------
                                           Norman R. Proulx
                                           President and Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


<Table>
<Caption>
                         SIGNATURE                         TITLE                                    DATE
                         ---------                         -----                                    ----
<S>                                               <C>                                        <C>
/s/ Norman R. Proulx                              President; Chief Executive
--------------------                              Officer; Director                          October 31, 2001
Norman R. Proulx
Principal Executive Officer

/s/ Fred E. Hiller                                Acting Chief Financial Officer;            October 31, 2001
------------------                                Secretary; Treasurer
Fred E. Hiller
Principal Financial and Accounting Officer

/s/ James R. Tolbert, III                         Chairman of the Board; Director            October 31, 2001
-------------------------
James R. Tolbert, III

/s/ William I. Bergman                            Director                                   October 31, 2001
----------------------
William I.  Bergman

/s/ Christopher M. Salyer                         Director                                   October 31, 2001
-------------------------
Christopher M. Salyer

/s/ J.  Vernon Knight, M.D.                       Director                                   October 31, 2001
---------------------------
J.  Vernon Knight, M.D.

/s/ David E. Rainbolt                             Director                                   October 31, 2001
---------------------
David E.  Rainbolt

/s/ Gilbert M.  Schiff, M.D.                      Director                                   October 31, 2001
----------------------------
Gilbert M.  Schiff, M.D.

/s/ William G. Thurman, M.D.                      Director                                   October 31, 2001
----------------------------
William G. Thurman, M.D.
</Table>


                                       9