<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------


                                    FORM 10-Q

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM _____ TO _____

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                         COMMISSION FILE NUMBER: 0-13976

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                                   AKORN, INC.
             (Exact Name of Registrant as Specified in its Charter)

           LOUISIANA                                          72-0717400
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

         2500 MILLBROOK DRIVE
        BUFFALO GROVE, ILLINOIS                                  60089
(Address of Principal Executive Offices)                       (Zip Code)

                                 (847) 279-6100
                         (Registrant's telephone number)

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

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

Indicate by check mark whether the issuer (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
    ------          ------

At April 30, 2001 there were 19,300,644 shares of common stock, no par value,
outstanding.



<PAGE>   2

                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
                                                                         Page
                                                                         ----
Condensed Consolidated Balance Sheets -
  March 31, 2001 and December 31, 2000                                     2

Condensed Consolidated Statements of (Loss)/Income -
  Three months ended March 31, 2001 and 2000                               3

Condensed Consolidated Statements of Cash Flows -
  Three months ended March 31, 2001 and 2000                               4

Notes to Condensed Consolidated Financial Statements                       5


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS                                        8


                           PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings                                                10


ITEM 2.  Changes in Securities and Use of Proceeds                        10


ITEM 3.  Default Upon Senior Securities                                   10


ITEM 4.  Submission of Matters to a Vote of Security Holders              10


ITEM 5.  Other Information                                                10


ITEM 6.  Exhibits and Reports on Form 8-K                                 10






                                       1

<PAGE>   3
                                   AKORN, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  IN THOUSANDS
                                   (UNAUDITED)


                                                         March 31,  December 31,
                                                           2001        2000*
                                                           ----        -----
ASSETS


CURRENT ASSETS
  Cash and cash equivalents                              $ 1,422      $   807
  Trade accounts receivable (less allowance
    for uncollectibles of $8,321 and $801)                 8,812       24,144
  Inventory                                               11,154       14,058
  Deferred income taxes                                    8,689        2,016
  Income taxes recoverable                                   722            -
  Prepaid expenses and other assets                          999        1,098
                                                         -------      -------
    TOTAL CURRENT ASSETS                                  31,798       42,123

OTHER ASSETS                                              19,868       20,364

PROPERTY, PLANT AND EQUIPMENT, NET                        33,439       34,031
                                                         -------      -------

TOTAL ASSETS                                             $85,105      $96,518
                                                         =======      =======


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Current installments of long-term debt                   $45,058      $ 7,753
Trade accounts payable                                     7,378        5,900
Accrued compensation                                         743          854
Accrued expenses and other liabilities                       920        1,261
                                                         -------      -------
TOTAL CURRENT LIABILITIES                                 54,099       15,768

LONG-TERM DEBT                                             2,123       39,089

OTHER LONG-TERM LIABILITIES                                1,829        1,829

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock                                              22,846       22,647
Retained earnings                                          4,208       17,185
                                                         -------      -------
TOTAL SHAREHOLDERS' EQUITY                                27,054       39,832
                                                         -------      -------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                                   $85,105      $96,518
                                                         =======      =======


*Condensed from audited consolidated financial statements.

See notes to condensed consolidated financial statements.


                                       2

<PAGE>   4
                                   AKORN, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF (LOSS)/INCOME
                       IN THOUSANDS, EXCEPT PER SHARE DATA
                                   (UNAUDITED)

                                                          Three months ended
                                                               March 31,
                                                          2001           2000
                                                          ----           ----

Net sales                                               $  6,076       $ 16,644
Cost of sales                                             11,859          8,231
                                                        --------       --------
  GROSS (LOSS)/PROFIT                                     (5,783)         8,413

Selling, general and administrative expenses              12,831          3,775
Amortization of intangibles                                  357            380
Research and development                                   1,157            734
                                                        --------       --------
                                                          14,345          4,889
                                                        --------       --------

OPERATING (LOSS)/INCOME                                  (20,128)         3,524

Interest expense                                            (715)          (672)
Interest and other income, net                               (85)            40
                                                        --------       --------
                                                            (800)          (632)
                                                        --------       --------

(LOSS)/INCOME BEFORE INCOME TAXES                        (20,928)         2,892

Income tax (benefit)/expense                              (7,951)         1,098
                                                        --------       --------

NET (LOSS)/INCOME                                       $(12,977)      $  1,794
                                                        ========       ========

PER SHARE:

NET (LOSS)/INCOME - BASIC                               $  (0.67)      $   0.10
                                                        ========       ========
NET (LOSS)/INCOME - DILUTED                                  (A)       $   0.09
                                                                       ========

WEIGHTED AVERAGE
  SHARES OUTSTANDING - BASIC                              19,271         18,802
                                                        ========       ========

DILUTED                                                   19,271         19,710
                                                        ========       ========


(A) Not presented where the effect of potential shares is antidilutive.


See notes to condensed consolidated financial statements.


                                       3

<PAGE>   5
                                   AKORN, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  IN THOUSANDS
                                   (UNAUDITED)

                                                    Three months ended March 31,
                                                         2001          2000
                                                         ----          ----
OPERATING ACTIVITIES
Net (loss)/income                                      $(12,977)     $  1,794
Adjustments to reconcile net (loss)/income to net
cash provided by operating activities:
  Depreciation and amortization                           1,010           830
  Writedown of long-lived assets                          1,307             -
  Changes in operating assets and liabilities            11,966        (5,971)
                                                       --------      --------
NET CASH PROVIDED BY/(USED IN)
 OPERATING ACTIVITIES                                     1,306        (3,347)

INVESTING ACTIVITIES
Purchases of property, plant and equipment               (1,229)       (3,218)
                                                       --------      --------
NET CASH USED IN INVESTING ACTIVITIES                    (1,229)       (3,218)

FINANCING ACTIVITIES
Repayment of long-term debt                                (961)       (7,757)
Increased borrowings under bank credit agreement          1,300        13,000
Proceeds from exercise of stock options                     199         1,835
                                                       --------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   538         7,078

INCREASE IN CASH AND
   CASH EQUIVALENTS                                         615           513

Cash and cash equivalents at beginning of period            807            25
                                                       --------      --------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                     $  1,422      $    538
                                                       ========      ========


See notes to condensed consolidated financial statements.


                                       4

<PAGE>   6
                                   AKORN, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of Akorn, Inc. and its wholly owned subsidiary (the Company).
Intercompany transactions and balances have been eliminated in consolidation.
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and accordingly
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2001 are not necessarily indicative of the
results that may be expected for a full year. For further information, refer to
the consolidated financial statements and footnotes for the year ended December
31, 2000, included in the Company's Annual Report on Form 10-K.

NOTE B - INVENTORY

The components of inventory are as follows (in thousands):

                                          March 31, 2001    December 31, 2000
                                          --------------    -----------------

Finished goods                                $ 4,117            $ 5,014
Work in process                                 1,670              3,644
Raw materials and supplies                      5,365              5,400
                                              -------            -------
                                              $11,154            $14,058
                                              =======            =======

Inventory at March 31, 2001 and December 31, 2000 is reported net of reserves
for slow-moving, unsalable and obsolete items of $4,583,000 and $3,171,000,
respectively, primarily related to finished goods.

NOTE C - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following (in thousands):

                                          March 31, 2001     December 31, 2000
                                          --------------     -----------------

Land                                         $    396             $    396  
Buildings and leasehold improvements            8,208                8,204 
Furniture and equipment                        24,451               21,508 
Automobiles                                        55                   55 
                                             --------             -------- 
                                               33,110               30,163 
Accumulated depreciation                      (14,350)             (13,697)
                                             --------             -------- 
                                               18,760               16,466 
Construction in progress                       14,679               17,565 
                                             --------             -------- 
                                             $ 33,439             $ 34,031 
                                             ========             ======== 
                                                                 
Construction in progress primarily represents capital expenditures related to
the Company's freeze-drying project that will enable the Company to perform
processes in-house that are currently being performed by a sub-contractor. The
new ERP system developed during 2000 and included in the December 31, 2000
balance sheet as construction in progress was placed in service as of January 1,
2001 and is included in furniture and equipment.



                                       5

<PAGE>   7


NOTE D - INDUSTRY SEGMENT INFORMATION

The Company classifies its operations into two business segments, ophthalmic and
injectable. The ophthalmic segment manufactures, markets and distributes
diagnostic and therapeutic pharmaceuticals and surgical instruments and related
supplies. The injectable segment manufactures, markets and distributes
injectable pharmaceuticals, primarily in niche markets. Selected financial
information by industry segment is presented below (in thousands).


                                                    Three Months Ended
                                                        March 31,
                                                        ---------
                                              2001                    2000
                                              ----                    ----
NET SALES
Ophthalmic                                  $     65                $ 7,179
Injectable                                     6,011                  9,465
                                            --------                -------
  Total net sales                           $  6,076                $16,644
                                            ========                =======

OPERATING (LOSS)/INCOME
Ophthalmic                                  $(12,446)               $ 1,282
Injectable                                    (4,867)                 2,605
General Corporate                             (2,815)                  (363)
                                            --------                -------
  Total operating (loss)/income              (20,128)                 3,524
Interest and other expense, net                 (800)                  (632)
                                            --------                -------
(Loss)/Income before income taxes           $(20,928)               $ 2,892
                                            ========                =======

NOTE E - DISCONTINUED PRODUCT

In May 2001, the Company decided to no longer sell one of its products due to
uncertainty of product availability from a third-party manufacturer, rising
manufacturing costs and delays in obtaining FDA approval to manufacture the
product in-house. The Company recorded an asset impairment charge of $1,170,000
related to manufacturing equipment specific to the product and an asset
impairment charge of $140,000 related to the remaining balance of the product
acquisition intangible asset during the first quarter of 2001.

NOTE F - CHANGE IN ACCOUNTING ESTIMATES

In May 2001, the Company completed an analysis of its March 31, 2001 allowance
for chargebacks and rebates and determined that an increase from the allowance
of $3,296,000 at December 31, 2000 was necessary. In performing such analysis,
the Company utilized recently obtained reports of wholesaler's inventory
information, which had not been previously obtained or utilized. Based on the
wholesaler's March 31, 2001 inventories and historical chargeback and rebate
activity, the Company recorded an allowance of $6,961,000, which resulted in an
expense of $12,000,000 for the three months ended March 31, 2001. The 
expense for the three months ended March 31, 2000 was $7,966,000.

Based on the wholesaler's inventory information, the Company also increased its
allowance for potential product returns to $2,232,000 at March 31, 2001 from
$232,000 at December 31, 2001. The expense for the three months ended March
31, 2001 was $2,559,000.

Based upon its recent unsuccessful efforts to collect past due balances, the
Company has updated its analysis of potentially uncollectible accounts
receivable balances and has increased the allowance to $8,321,000 at March 31,
2001 from $801,000 at December 31, 2000. The expense for the three months
ended March 31, 2001 was $7,520,000.


                                       6


<PAGE>   8
Based on current sales trends and forecasted sales activity by product, the
Company increased its reserve for slow-moving, unsaleable and obsolete inventory
items to $4,583,000 at March 31, 2001 from $3,171,000 at December 31, 2000. The
expense for the three months ended March 31, 2001 was $1,500,000.

NOTE G - LEGAL PROCEEDINGS

On April 4, 2001, the Company was notified by the International Court of
Arbitration (the "ICA") of the International Chamber of Commerce that NovaDAQ
Technologies, Inc. ("NovaDAQ") had filed a Request for Arbitration with the ICA
on April 2, 2002. Akorn and NovaDAQ had previously entered into an Exclusive
Cross-Marketing Agreement dated July 12, 2000 (the "Agreement"), providing for
their joint development and marketing of certain devices and procedures for use
in fluorescence angiography (the "Products"). Akorn's drug indocyanine green
("ICG") would be used as part of the angiographic procedure. The United States
Food and Drug Administration ("FDA") has requested that the parties undertake
clinical studies prior to obtaining FDA approval. In its Request for
Arbitration, NovaDAQ has asserted that under the terms of the Agreement, Akorn
should be responsible for the costs of performing the requested clinical trials,
which are estimated to cost approximately $4,400,000. Alternatively, NovaDAQ
seeks a declaration that the Agreement should be terminated as a result of
Akorn's alleged breach. Finally, in either event, NovaDAQ seeks unspecified
damages as a result of any failure or delay on Akorn's part in performing its
alleged obligations under the Agreement.

NOTE H - SUBSEQUENT EVENT

On May 15, 2001, the Company failed to make a $1.3 million required principal
payment on its existing bank debt. Failure to make the required principal
payment as well as violations of certain other financial covenants violated the
terms of the credit agreement. The Company has initiated discussions with the
bank group in an attempt to restructure the credit facility.

The Company had previously received a commitment letter from Dr. John N. Kapoor,
its President and interim CEO, to provide $3.0 million of subordinated debt on
or before May 15, 2001, the terms of which the Company had previously disclosed
in its December 31, 2000 Annual Report on Form 10-K. On May 15, 2001, Dr. Kapoor
advised the Company that he believes that material changes in the Company's
financial position and the Company's covenant violations on the senior bank debt
prevented the Company from complying with certain representations and warranties
which were to be contained in the subordinated debt financing and thereby
necessitated a delay in funding the subordinated debt. The Company is continuing
to negotiate both with Dr. Kapoor and with its senior lenders to restructure its
senior credit facility and to obtain the subordinated debt on terms acceptable
to the Company, its senior lenders and Dr. Kapoor. Management can offer no
guarantees or assurances that its efforts will be successful.




                                       7

<PAGE>   9
 

                                   AKORN, INC.
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO 2000

The following table sets forth, for the periods indicated, net sales by segment,
excluding intersegment sales:

                                                Three Months Ended
                                                     March 31,
                                             2001              2000 
                                             ----              ----
                                                  (in thousands)

Ophthalmic segment                          $    65           $ 7,179
Injectable segment                            6,011             9,465
                                            -------           -------
Total net sales                             $ 6,076           $16,644
                                            =======           =======

Consolidated net sales decreased 63.5% in the quarter ended March 31, 2001
compared to the same period in 2000. Ophthalmic segment sales decreased 99.1%,
primarily due to the increases in the allowances for chargebacks and rebates and
returns, discussed in Note F to the condensed consolidated financial statements.
The allowances for chargebacks and rebates and returns are recorded as
reductions to gross sales in computing net sales. The remaining decline in
ophthalmic sales reflects declining sales in antibiotic, glaucoma and artificial
tear product lines. Ophthalmic net sales were also negatively impacted by price
competition for some of the Company's higher volume product lines. Injectable
segment sales decreased 36.5% compared to the same period in 2000 primarily due 
to the increases in the allowances for chargebacks and rebates and returns, 
discussed in Note F to the condensed consolidated financial statements. 

Consolidated gross margin was a loss of $5,783,000 for the 2001 first quarter
reflecting the effects of the aforementioned increases in the allowances for
chargebacks and rebates and returns, as well as an increase in the reserve for
slow-moving, unsaleable and obsolete inventory items (See Note F). Gross margin
for the ophthalmic segment was a loss of $5,565,000. The Ophthalmic segment
gross margin also reflects under-absorption of plant overhead expenses at the
Somerset facility. Gross margin for the injectable segment was a loss of
$218,000, reflecting increases in the allowances for chargebacks and rebates and
returns, an increase in the reserve for slow-moving, unsaleable and obsolete
inventory items (See Note F) and under-absorption of plant overhead expenses at 
the Decatur facility. The Company incurred unfavorable manufacturing variances 
of $594,000 at its Somerset, NJ facility and $2,817,000 at its Decatur, IL 
facility. Management expects to increase third-party manufacturing business at 
the Decatur facility in order to increase overhead absorption for the remainder 
of the year. The Company is actively looking into increasing its manufacturing 
activity at its Somerset facility either through additional product approvals 
or increasing its third-party manufacturing business.

Selling, general and administrative (SG&A) expenses increased 239.9% during the
quarter ended March 31, 2001 as compared to the same period in 2000, primarily
reflecting a $7,320,000 charge for an increase to the Company's allowance for
doubtful accounts and asset impairment charges of $1,310,000 (See Note F).
Without these charges SG&A would have increased 11.3%, reflecting increased
compensation and facility related expenses. Amortization of intangibles
decreased from $380,000 to $357,000, or 6.0% over the prior year quarter,
reflecting the exhaustion of certain product intangibles.

Research and development (R&D) expense increased 57.6% in the quarter, to
$1,157,000 from $734,000 for the same period in 2000. The increase reflects
expenses related to clinical trials. Management expects 


                                       8

<PAGE>   10

total R&D expenses in 2001 to decrease over the remainder of the year as current
ongoing research efforts are prioritized and pursued at a pace consistent with
the Company's available financial resources.

Interest expense of $715,000 was up 6.4% on higher interest rates and higher
outstanding debt balances. The Company's effective tax rate for the current and
prior year quarter was 38.0%. The Company reported a net loss of $12,977,000 or
$0.67 per weighted average share for the three months ended March 31, 2001,
compared to a net income of $1,794,000 or $0.10 per weighted average share for
the comparable prior year quarter. The Company reported net income of $0.09 per
diluted share for the prior year quarter.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." In June 2000,
the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities - an amendment of FASB Statement No. 133". These
statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedge activities. They generally require that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. These
statements, as amended, are effective January 1, 2001. Adoption of this standard
did not have a material effect on the Company's financial position or results of
operations.

In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements". This
bulletin, as amended, provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. This bulletin,
as amended, is effective no later than the fourth quarter of fiscal years
beginning after December 15, 1999. Adoption of this bulletin did not have a
material effect on the Company's financial position or results of operations.

FINANCIAL CONDITION AND LIQUIDITY

     Working capital at March 31, 2001 was $(22.3) million compared to $26.4
million at December 31, 2000. Working capital is negative primarily due to the
reclassification of $44.4 million in long-term debt that is due within twelve
months of the balance sheet reporting date of March 31, 2001. Future working
capital needs will be highly dependent upon the Company's ability to control
expenses and collect its past due receivables as well as successfully
restructure its bank debt and secure the $3.0 million previously committed
subordinated debt as discussed in Note H. Management believes that existing
cash, cash flow from operations and the subordinated debt proceeds will be
sufficient to meet the cash needs of the business for the immediate future, but
that additional financing will be needed to refund the current bank debt. If
available funds, cash generated from operations and subordinated debt proceeds,
if any, are insufficient to meet immediate liquidity requirements, further
financing and/or reductions of existing operations will be required. There are
no guaranties that such financing will be available or available on acceptable
terms. Further, such additional financing may require the granting of rights,
preferences or privileges senior to those rights of the common stock and
existing stockholders may experience substantial dilution of their ownership
interests. The Company will need to refinance or extend the maturity of the bank
credit agreement as it does not anticipate sufficient cash to make the January
2, 2002 scheduled payment.

For the quarter ended March 31, 2001, the Company provided $1,306,000 in cash
from operations to finance its working capital requirements, primarily from an
increase in accounts payable balances. Investing activities, which primarily
relate to purchase of equipment and in progress construction, required
$1,229,000 in cash. Investment activities provided $538,000 in cash, primarily
the result of increased borrowings against the line of credit and the exercise
of stock options.


The information contained in this filing, other than historical information,
consists of forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those described in such
statements. Such statements regarding the timing of acquiring, developing and
financing new products, of bringing them on line and of deriving revenues and
profits from them, as well as the effect of those revenues and profits on the
company's margins and financial position, is uncertain because many of the
factors affecting the timing of those items are beyond the company's control.


                                       9

<PAGE>   11



P
ART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         On April 4, 2001, the Company was notified by the International Court
         of Arbitration (the "ICA") of the International Chamber of Commerce 
         that NovaDAQ Technologies, Inc. ("NovaDAQ") had filed a Request for 
         Arbitration with the ICA on April 2, 2001. Akorn and NovaDAQ had 
         previously entered into an Exclusive Cross-Marketing Agreement dated 
         July 12, 2000 (the "Agreement"), providing for their joint development 
         and marketing of certain devices and procedures for use in fluorescence
         angiography (the "Products"). Akorn's drug indocyanine green ("ICG") 
         would be used as part of the angiographic procedure. The United States 
         Food and Drug Administration ("FDA") has requested that the parties 
         undertake clinical studies prior to obtaining FDA approval. In its 
         Request for Arbitration, NovaDAQ has asserted that under the terms of 
         the Agreement, Akorn should be responsible for the costs of performing 
         the requested clinical trials, which are estimated to cost 
         approximately $4,400,000. Alternatively, NovaDAQ seeks a declaration 
         that the Agreement should be terminated as a result of Akorn's alleged 
         breach. Finally, in either event, NovaDAQ seeks unspecified damages as 
         a result of any failure or delay on Akorn's part in performing its 
         alleged obligations under the Agreement.

         While Akorn has not yet filed a response to the Request for Arbitration
         with the ICA, Akorn intends to deny the allegations contained in the
         Request for Arbitration, including, but not limited to, those asserting
         that Akorn is solely responsible for the requested clinical trials, and
         to aggressively defend its position before the ICA.

         Certain additional legal proceedings in which the Company is involved 
         are described in Item 3 to the Company's Form 10-K for the year ended 
         December 31, 2000 and in Note N to the consolidated financial 
         statements included in that report.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None
 

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         The Company is currently in violation of certain covenants on its $45
         million credit facility. The Company failed to make a $1,300,000
         principal payment that was due on May 15, 2001. There have been no
         defaults on interest payments due on the loan.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
         quarter ended March 31, 2001.


ITEM 5.  OTHER INFORMATION

         On May 15, 2001, the Company announced that Dr. John N. Kapoor, its
         President and interim CEO, had, for the present, determined to withhold
         from the Company $3,000,000 in subordinated debt, the terms of which
         the Company had previously disclosed in its December 31, 2000 Annual
         Report on Form 10-K, because of Dr. Kapoor's belief that material
         changes in the Company's financial position and covenant violations on
         the Company's senior bank debt, prevented the Company from complying
         with representations and warranties which were to be contained in the
         documentation evidencing the subordinated debt. The Company is
         continuing to negotiate both with Dr. Kapoor and with its senior
         lenders to restructure the senior credit facility and to obtain the
         subordinated debt on terms acceptable to the Company, its senior
         lenders and Dr. Kapoor.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
               
         (a)   Exhibits

               (11.1)   Computation of Earnings (Loss) per Share

         (b)   Reports on Form 8-K

               None.



                                       10

<PAGE>   12



                                   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 thereunto duly authorized.

                                   AKORN, INC.



                               /s/ Kevin M. Harris
                               -------------------
                                 Kevin M. Harris
              Vice President, Chief Financial Officer and Secretary
                (Duly Authorized and Principal Financial Officer)




Date: May 21, 2001





                                       11






<PAGE>   1


                                   AKORN, INC.
                                  EXHIBIT 11.1

                   COMPUTATION OF NET (LOSS)/INCOME PER SHARE
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                    Three Months Ended March 31,
                                                         2001             2000
                                                         ----             ----

(Loss)/Income:

  (Loss)/Income applicable to common stock            $(12,977)          $ 1,794
                                                      ========           =======

  Weighted average number of shares outstanding         19,271            18,802

Net (loss)/income per share - basic                   $  (0.67)          $  0.10

Additional shares assuming conversion
      of options and warrants                              N/A               908
                                                                             ---

Pro forma shares                                        19,271            19,710
                                                        ======           =======

Net income per share - diluted                             (A)           $  0.09
                                                                         =======


(A) Not presented where the effects of potential shares are antidilutive.



                                       12