Filing

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K



                                 CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported) October 17, 2002

                         Biokeys Pharmaceuticals, Inc.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                          (State or other jurisdiction
                               of incorporation)


            000-33219                                       84-1318182
      Commission File Number                             (I.R.S. Employer
                                                      Identification Number)





                         9948 Hibert Street, Suite 100
                          San Diego, California 92131

        ----------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (858) 271-9671







Item 5.  Other Events

     On October 17, 2002, the Registrant issued a press release announcing that
if had consummated the sale of a total of 61,300 shares of its Series C
Convertible Preferred Stock to 17 investors. The Registrant received aggregate
gross proceeds of $393,000 in cash and cancellation of $220,000 of outstanding
debt for the sale of such shares. The shares of Series C Convertible Preferred
Stock are convertible at any time after March 1, 2003 by the holders thereof
into shares of Common Stock of the Registrant at the initial conversion rate of
200 shares of Common Stock per share of Series C Convertible Preferred Stock.
All outstanding shares of Series C Convertible Preferred Stock will
automatically convert into shares of Common Stock on June 30, 2003 at the
then-current conversion rate.

     In connection with the Series C financing, the Registrant and five of the
purchasers of Series C Convertible Preferred Stock executed amendments to
warrants to purchase a total of 375,000 shares of Common Stock held by such
purchasers. Pursuant to the amendments, the per share exercise price of each
warrant was reduced to $0.50. Prior to the execution of the amendments, each of
these warrants had a per share exercise price of $4.00 through December 31,
2002, and thereafter a per share exercise price equal to the higher of $2.50 or
the average closing price of the Common Stock during the 20 trading days prior
to December 31, 2002, not to exceed $4.00.

     The Registrant also announced that, in connection with the purchase and
sale of the Registrant's Series C Convertible Preferred Stock, M. Ross Johnson,
Ph.D., Nicholas Jon Virca and Evan M. Levine joined the Registrant's Board of
Directors and that Dr. Johnson will serve as Chairman of the Board of
Directors. The Registrant announced that Mr. Virca was appointed Chief
Executive Officer of the Registrant, and Mr. Levine was appointed Interim Chief
Operating Officer of the Registrant. Dr. Johnson, Mr. Levine, and Louis R. Reif
have been named to both the Compensation Committee and Audit Committee of the
Board of Directors of the Registrant. Robert Whitworth has resigned from the
Registrant's Board of Directors effective October 7, 2002.

Item 7. Financial Statements and Exhibits

     (c) Exhibits:

         99.1. Press Release of the Registrant dated October 17, 2002.







                                   SIGNATURES

     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 hereunto duly authorized.


                                       BIOKEYS PHARMACEUTICALS, INC.


                                       BY:  /s/ Nicholas J. Virca
                                            ----------------------------------
                                            NAME:  Nicholas J. Virca
                                            TITLE:    Chief Executive Officer

                                            October 18, 2002

EXHIBIT 99.1




          BIOKEYS PHARMACEUTICALS, INC. ANNOUNCES BOARD AND MANAGEMENT
                             CHANGES AND FINANCING

SAN DIEGO, CALIFORNIA - OCTOBER 17, 2002 - On October 3 and 4, 2002, BIOKEYS
PHARMACEUTICALS, INC. (OTCBB: BKYS) consummated the sale of a total of 61,300
shares of its Series C Convertible Preferred Stock to 17 investors for
aggregate gross proceeds of $393,000 in cash and cancellation of $210,000 of
outstanding debt. The shares of Series C Convertible Preferred Stock are
convertible at any time after March 1, 2003 by the holders thereof into shares
of Common Stock of Biokeys Pharmaceuticals at the initial conversion rate of
200 shares of Common Stock per share of Series C Convertible Preferred Stock.
All outstanding shares of Series C Convertible Preferred Stock will
automatically convert into shares of Common Stock on June 30, 2003 at the
then-current conversion rate.

In connection with the Series C financing, Biokeys Pharmaceuticals and five of
the purchasers of Series C Convertible Preferred Stock executed amendments to
warrants to purchase a total of 375,000 shares of Common Stock held by such
purchasers. Pursuant to the amendments, the per share exercise price of each
warrant was reduced to $0.50. Prior to the execution of the amendments, each of
these warrants had a per share exercise price of $4.00 through December 31,
2002, and thereafter a per share exercise price equal to the higher of $2.50 or
the average closing price of the Common Stock during the 20 trading days prior
to December 31, 2002, not to exceed $4.00.

0Biokeys Pharmaceuticals is pleased to announce that, in connection with its
Series C financing, M. Ross Johnson, Ph.D., former Chief Executive Officer and
Director of Trimeris, Inc. (NAQSDAQ NMS: TRMS), Nicholas Jon Virca, Chief
Executive Officer of Biokeys, Inc. (a wholly owned subsidiary of Biokeys
Pharmaceuticals, Inc.), and Evan M. Levine, Managing Member of Mark Capital,
LLC, joined its Board of Directors and that Dr. Johnson will serve as Chairman
of the Board of Directors. In addition, Mr. Virca has been appointed Chief
Executive Officer of Biokeys Pharmaceuticals, and Mr. Levine has been appointed
Interim Chief Operating Officer of Biokeys Pharmaceuticals. Dr. Johnson, Mr.
Levine, and Louis R. Reif have been named to both the Compensation Committee
and Audit Committee of the Board of Directors. Robert Whitworth has resigned
from the Board of Directors effective October 7, 2002.

About BKYS

Biokeys Pharmaceuticals, Inc. is a biopharmaceutical research and development
company whose business strategy is to commercialize leading-edge medical
research through licensing agreements with prominent universities and research
institutions. The Company focuses its energy in cancer and antiviral research
to launch products that either extend the usefulness of current therapies or
replace marginal therapies with new approaches to treatment. The Company's lead
anticancer compound, CoFactor(TM), is a chemotherapy biomodulator designed to
be used in conjunction with 5-FU, the world's most frequently used cancer drug.
CoFactor is being readied to enter Phase II/III human clinical trials in the
U.S. and Europe. Also in development is EradicAide(TM), a cell-mediated,
antibody-negative therapeutic vaccine for HIV infection/AIDS. In primate
trials, EradicAide has demonstrated the ability to reduce HIV viral loads to
undetectable levels, reduce HIV transmissibility and delay progression to AIDS.