UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2013
Commission File No. 00-30082
MERUS LABS INTERNATIONAL INC.
(Translation of registrant's name into English)
Suite 2007, 1177 West Hastings Street
Vancouver, BC V6E 2K3
(Address of principal executive office)
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 the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
- 2 -
SUBMITTED HEREWITH
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.
Date: June 28, 2013
MERUS LABS INTERNATIONAL INC.
/s/ Andrew Patient
_________________________________________
Andrew Patient
Chief Financial Officer
MERUS ANNOUNCES $4.6 MILLION PRIVATE PLACEMENT
Toronto, June 3, 2013 - Merus Labs International Inc. (“Merus” or the “Company”) [TSX: MSL, NASDAQ: MSLI] today announced that it has entered into agreements to issue up to 7,628,667 common shares at a price of $0.60 per share for gross proceeds of approximately $4,577,200, by way of a private placement (the "Offering"). Canaccord Genuity Corp. and Clarus Securities Inc. acted as co-lead financial advisors with Cormark Securities Inc., Byron Capital Markets Ltd. and Paradigm Capital Inc. also acting as financial advisors in connection with the private placement. A six percent finder's fee is payable to PowerOne Capital Markets Limited and other financial institutions in connection with certain placements arranged by such parties.
The proceeds from the Offering are expected to be used by the Company for debt repayment and general corporate purposes. Closing of the private placement is expected to occur on or about June 7, 2013 and is subject to approval by the Toronto Stock Exchange.
These securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Merus Labs International Inc.
Merus is a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products. The Company utilizes its expertise in pharmaceutical markets and its access to capital to acquire and license niche branded products. Merus further enhances the sale and distribution of these products by the introduction of a focused marketing and promotion plan.
Cautionary Statement
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of Section 21E (i) (1) of the United States Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Merus’ actual results to be materially different from any future results expressed or implied by these statements. Such factors include the following: the closing of the private placement in the amount set forth above, the use of proceeds of the private placement, general economic and business conditions, changes in demand for Merus’ products, changes in competition, the ability of Merus to integrate acquisitions or complete future acquisitions, interest rate fluctuations, currency exchange rate fluctuations, dependence upon and availability of qualified personnel and changes in government regulation. In light of these and other uncertainties, the forward-looking statements included in this press release should not be regarded as a representation by Merus that Merus’ plans and objectives will be achieved. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements.
For further information please contact:
| Merus Labs International Inc. |
| Elie Farah |
| President and CEO |
| Tel: (416) 593-3701 |
| efarah@meruslabs.com |
MERUS ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Toronto, June 7, 2013 – Merus Labs International Inc. (“Merus” or the “Company”) announces that it has completed its previously announced non-brokered private placement financing (the “Financing”) of 7,678,034 shares (each, a “Share”) at a price of $0.60 per Share for gross proceeds of $4,606,820. The proceeds of Financing are expected to be used by the Company for debt repayment and general corporate purposes. The Company’s insiders purchased an aggregate of 841,367 Shares. The Shares are subject to a hold period that expires on October 8, 2013. The Company paid finders’ fees to certain finders in the aggregate amount of $102,120. After completion of the Financing, there are 38,391,512 Shares issued and outstanding.
About Merus Labs International Inc.
Merus is a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products. The Company utilizes its expertise in pharmaceutical markets and its access to capital to acquire and license niche branded products. Merus further enhances the sale and distribution of these products by the introduction of a focused marketing and promotion plan.
Cautionary Statement
Certain statements contained in this press release may constitute "forward-looking statements", including statements regarding the use of proceeds of the Financing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Merus' actual results to be materially different from any future results expressed or implied by these statements. Such factors include that Merus may not use the proceeds for the stated purpose. These forward-looking statements speak only as of the date of this press release, and Merus undertake no obligation to update or revise the statements.
| For further information please contact: |
| Merus Labs International Inc. |
| Elie Farah |
| President and CEO |
| Tel: (416) 593-3701 |
| efarah@meruslabs.com |
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
| Merus Labs International Inc. | |
| Suite 2007, 1177 West Hastings Street | |
| Vancouver, BC V6E 2K3 | |
| Item 2 | Date of Material Change |
| June 7, 2013 | |
| Item 3 | News Release |
| A press release was disseminated on June 10, 2013 by Marketwire. | |
| Item 4 | Summary of Material Change |
|
The Company announced the closing of a private placement for gross proceeds of $4,606,820. | |
| Item 5 | Full Description of Material Change |
| See attached news release. | |
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. | |
| Item 7 | Omitted Information |
| None | |
| Item 8 | Executive Officer |
| For further information please contact Elie Farah, President and CEO at 416-593-3791 | |
| Item 9 | Date of Report |
| June 27, 2013 |
MERUS ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Toronto, June 10, 2013 – Merus Labs International Inc. (“Merus” or the “Company”) announces that it has completed its previously announced non-brokered private placement financing (the “Financing”) of 7,678,034 shares at a price of $0.60 per share for gross proceeds of $4,606,820. The proceeds of the Financing are expected to be used by the Company for debt repayment and general corporate purposes.
These securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Merus Labs International Inc.
Merus is a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products. The Company utilizes its expertise in pharmaceutical markets and its access to capital to acquire and license niche branded products. Merus further enhances the sale and distribution of these products by the introduction of a focused marketing and promotion plan.
Cautionary Statement
Certain statements contained in this press release may constitute "forward-looking statements", including statements regarding the use of proceeds of the Financing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Merus' actual results to be materially different from any future results expressed or implied by these statements. Such factors include that Merus may not use the proceeds for the stated purpose. These forward-looking statements speak only as of the date of this press release, and Merus undertake no obligation to update or revise the statements.
| For further information please contact: |
| Merus Labs International Inc. |
| Elie Farah |
| President and CEO |
| Tel: (416) 593-3701 |
| efarah@meruslabs.com |