FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For April 2, 2015
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd., St. Laurent, QC, Canada, H4M 2V2
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l): [ ]
Indicate by check mark if the registrant is submitting Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________
Exhibit | |
99.1 | Notice of special meeting to be held on April 23, 2015 |
99.2 | Information circular |
99.3 | Form of Proxy |
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.
NYMOX PHARMACEUTICAL CORPORATION | ||
(Registrant) | ||
By: /s/ Paul Averback | ||
Paul Averback | ||
President and Chief Executive Officer |
Date: April 2, 2015
Exhibit 99.1
NYMOX PHARMACEUTICAL CORPORATION
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders (the “Meeting”) of Nymox Pharmaceutical Corporation (the “Corporation”) will be held on April 23, 2015 at the Sheraton Montreal Airport Hotel, 555 McMillan Boulevard, Montreal, Quebec, Canada H9P 1B7, at 3:00 pm EST for the following purpose:
1. A motion to transfer the Company's head office and domicile from Quebec, Canada to the Bahamas;
All shareholders are invited to attend the Meeting.
By order of the Board of Directors,
/s/ Paul Averback MD | |
Paul Averback MD | |
CEO & President |
March 31, 2015
Hasbrouck Heights, New Jersey
Note: As it is preferable that the greatest possible number of shares be represented and votes be cast at the Meeting, kindly complete, date and sign the enclosed form of proxy and return it in the postage-paid envelope provided for that purpose before 5:00 p.m. (EDT), April 21, 2015, unless it is your intention to attend the Meeting in person. The record date for the determination of those shareholders entitled to receive this notice and to vote at the Meeting is March 24, 2015. A management proxy circular is attached to the present notice.
Exhibit 99.2
NYMOX PHARMACEUTICAL CORPORATION
MANAGEMENT PROXY CIRCULAR
March 31, 2015
This proxy circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Nymox Pharmaceutical Corporation (the “Corporation”) for use at the Special Meeting of the shareholders of the Corporation (the "Meeting") will be held on April 23, 2015 at the Sheraton Montreal Airport Hotel, 555 McMillan Boulevard, Montreal, Quebec, Canada H9P 1B7, at 3:00 pm EST.
1) | SOLICITATION OF PROXIES |
The enclosed proxy is solicited by the management of the Corporation, and the cost of solicitation will be borne by the Corporation. This solicitation of proxies is being undertaken by mail.
2) | APPOINTMENT AND REVOCATION OF PROXIES |
The proxies must be received by the Corporation before 5:00 p.m. (Eastern Daylight Time), April 21, 2015. A shareholder executing the enclosed proxy has the power to revoke it any time prior to its use, in any manner permitted by law, including by instrument in writing executed by the shareholder or by his or her attorney authorized in writing, or in the case of a corporation, by an officer or attorney authorized in writing. This instrument must be deposited either at the office of the transfer agent of the Corporation at any time up to the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or with the Chairman on the day of the Meeting or any adjournment thereof. The address of the office of the transfer agent of the Corporation is:
Computershare Investor Services, Inc.
Proxy Department
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
A shareholder has the right to appoint some other person (who need not be a shareholder of the Corporation) to represent him or her in attendance and to act on his or her behalf at the Meeting other than the individuals designated by the management of the Corporation and named in the enclosed form of the proxy. In such event, the names of such individuals should be deleted and the name of the nominee inserted in the blank space provided for on the form of proxy.
3) | VOTING AND EXERCISE OF DISCRETION BY PROXIES |
The persons named in the enclosed form of proxy will vote the shares in respect of which they have been appointed in accordance with the instructions of the shareholder appointing them. Unless otherwise specifically instructed, the persons named in the enclosed form of proxy intend to vote all shares represented by such proxy FOR a motion to transfer the Company's head office and domicile from Quebec, Canada to the Bahamas.
The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations of all matters identified in the Notice or other matters which may properly come
before the Meeting. Should any amendment, variation, or other matter properly come before the Meeting, the persons named in the enclosed form of proxy will vote on such matter in accordance with their best judgment. As of the date hereof, the management of the Corporation does not anticipate that any such amendment or variation will be presented or that any other matter will come before the Meeting.
All matters properly brought before the Meeting shall be decided by a majority of shares voted thereupon except as specifically provided in this Circular.
Revocation of Proxies: A shareholder giving a proxy may revoke the proxy by depositing an instrument in writing executed by the shareholder or by his/her attorney authorized in writing or, if the shareholder is a corporation, by an instrument in writing executed by an officer or attorney thereof duly authorized, at the Secretary's office of the Corporation, 9900 Cavendish Blvd., Suite 306, St. Laurent, QC, Canada H4M 2V2, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of such Meeting, on the day of the Meeting or any adjournment thereof; or in any other manner permitted by law.
Notice and Access: The Corporation has elected not to send proxy-related materials to registered holders or beneficial holders using the new notice-and-access procedures.
Proxy Related Materials – Non-Objecting Beneficial Owners: The Corporation is sending proxy-related materials directly to non-objecting beneficial owners under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer.
Payment to Deliver Materials to Objecting Beneficial Owners: The Corporation has agreed to pay for intermediaries to deliver to objecting beneficial owners under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer, the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary.
4) | VOTING SHARES |
As at March 31, 2015, 36,755,506 common shares without par value of the Corporation were outstanding. The holders of common shares will be entitled to one vote per share. The right to vote is determined by the registration of a holder of common shares on the shareholders' list of the Corporation as at the close of business on March 24, 2015 (the “Record Date”) except where a person has transferred any of his or her shares after the Record Date, in which case the transferee is entitled to vote his or her shares at the Meeting provided he or she produces properly endorsed share certificates or otherwise establishes that he or she owns the shares, and demands, not later than ten days before the Meeting, that his or her name be included in the shareholders' list of the Corporation before the Meeting. The right to receive the Notice is determined by the registration of a holder of common shares on the shareholders' list of the Corporation on the Record Date.
Any individual authorized by a resolution of the directors or governing body of a body corporate or association being a shareholder of the Corporation is entitled to represent it at the Meeting.
If two or more persons hold common shares of the Corporation jointly, one of those holders present at the Meeting may in the absence of the others vote the shares. If two or more of those persons are present, in person or by proxy, they shall vote as one on the shares jointly held by them.
5) | PRINCIPAL HOLDERS OF SECURITIES |
To the knowledge of the directors and officers of the Corporation, as at March 31, 2015, only the following persons were beneficial owners, directly or indirectly, or exercised control or direction over more than 10% of the outstanding common shares of the Corporation:
Name of Shareholders | Number of Common Shares | Percentage of the Class |
Dr. Paul Averback | 10,931,448 | 29.7% |
As joint trustee of a family trust | 607,031 | 1.7% |
6) | INTEREST OF INSIDERS AND OTHER PERSONS IN MATERIAL TRANSACTIONS |
Neither the Corporation nor its subsidiaries are currently or have been party to, or are currently contemplating, any material transaction or any proposed transaction, which has materially affected or would materially affect the Corporation, with any insider of the Corporation, nor with any associate or affiliate of such insider.
The Management of the Corporation is not aware of any amendment regarding the items on the agenda set forth in the Notice and of any other item which could be submitted to the Meeting other than those mentioned in the Notice. However, should any amendment or other business be duly submitted to the Meeting, the attached form of proxy confers discretionary authority upon the persons designated therein to vote on the amendments concerning the matters mentioned in the Notice or any other business in accordance with their best judgment.
7) | ADDITIONAL INFORMATION |
Additional financial information is provided in the Corporation’s Consolidated Financial Statements and MD&A for the fiscal year ended December 31, 2014. All of this information, as well as additional information relating to the Corporation is available on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov and the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Shareholders may also request copies of the Corporation’s Consolidated Financial Statements and MD&A by contacting the Corporation at:
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd. Suite 306
St.-Laurent, Qc H5M 2V2
Phone: 800-936-9669
Email: info@nymox.com
Shareholder proposals intended to be presented at the Corporation’s Special Meeting meeting of shareholders must be submitted for inclusion in the Corporation’s proxy materials prior to April 13, 2015.
8) | BACKGROUND AND REASON FOR CHANGE IN DOMICILE |
The background and reason for the change in domicile is to increase operational efficiency, reduce expenditures and for future corporate tax advantages.
9) | APPROVAL BY DIRECTORS |
The contents of this Circular and the sending of such Circular to the shareholders have been approved by the Board of Directors of the Corporation.
March 31, 2015
Hasbrouck Heights, New Jersey
BY ORDER OF THE BOARD
OF DIRECTORS
/s/ Paul Averback MD | |
Paul Averback MD | |
CEO & President |
Exhibit 99.3
Security Class
Holder Account Number
Form of Proxy - Special Meeting to be held on April 23, 2015
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
1. |
Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). |
2. |
If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. |
3. |
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. |
4. |
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. |
5. |
The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. |
6. |
The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. |
7. |
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. |
8. |
This proxy should be read in conjunction with the accompanying documentation provided by Management. |
Proxies submitted must be received by 5:00 pm, Eastern Time, on April 21, 2015.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone | To Vote Using the Internet | To Receive Documents Electronically | ||||||
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Call the number listed BELOW from a touch tone telephone. |
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Go to the following web site: www.investorvote.com |
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You can enroll to receive future securityholder communications electronically, by visiting www.etree.ca. When you register for electronic documents, a tree will be planted on your behalf. | ||
1-866-732-VOTE (8683) Toll Free |
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Smartphone? |
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Scan the QR code to vote now. |
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
Appointment of Proxyholder | ||||
I/We being holder(s) of Nymox hereby appoint: Dr. Paul Averback or in his place Mr. André Monette | OR | Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. |
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of shareholders of Nymox Pharmaceutical Corporation to be held at the Sheraton Montreal Airport Hotel, 555 McMillan Boulevard, Montreal, Quebec, Canada H9P 1B7 on April 23, 2015, at 3:00 p.m., EST, and at any adjournment or postponement thereof
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For | Against | |
1. Move Head Office and Domicile from Quebec to the Bahamas. | ¨ | ¨ |
Vote FOR or AGAINST Moving the Head Office and Domicile from Quebec to the Bahamas | ||
Authorized Signature(s) - This section must be completed for your instructions to be executed. | Signature(s) | Date | |||
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. | MM / DD / YY | ||||
N Y M Q | 2 0 3 0 0 4 | A R 0 |
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