-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZxzVac+JYIyTBfskTBvsNX26gJCcIK9UzMUJu+yNhkBivxyDyOYDdpN1tJfrwBT zU2QnSu91UM7V5VhJaA+0w== /in/edgar/work/0001062993-00-000172/0001062993-00-000172.txt : 20001116 0001062993-00-000172.hdr.sgml : 20001116 ACCESSION NUMBER: 0001062993-00-000172 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTRAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-29338 FILM NUMBER: 769336 BUSINESS ADDRESS: STREET 1: 3650 WESBROOK MALL STREET 2: V6S 2L2 CITY: VANCOUVER BC STATE: A1 BUSINESS PHONE: 6042225577 MAIL ADDRESS: STREET 1: 3650 WESBROCK MALL STREET 2: V6S 2L2 CITY: VANCOUVER BC 6-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of The Securities Exchange Act of 1934 For August 15 - November 13, 2000 NORTRAN PHARMACEUTICALS ------------------------------------------------ (Translation of Registrant's name into English) 3650 Wesbrook Mall ------------------------------------------------ (Address of principal executive offices) Vancouver, British Columbia, V6S 2L2, CANADA ------------------------------------------------ CIK # 0001036141 FILE NO. 0-29338 ------------------------------------------------ [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or For 40-F] Form 20-F [X] Form 40-F [ ] [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange act of 1934.] Yes [X] No [ ] FORM 6-K TABLE OF CONTENTS For August 15, 2000 - November 13, 2000 NORTRAN PHARMACEUTICALS INC. File No. 0-29338, CIK # 0001036141 Exhibit 1 Form 61 - 3rd Quarter Financial Report Exhibit 2 Press Release - Oct. 16, 2000 (AZ Licensing Deal Announcement) Exhibit 3 Material Change Form - Oct. 16, 2000 Exhibit 4 Press Release - Nov. 6, 2000 (Update and 3rd Quarter Results) Exhibit 5 Material Change Form - Nov. 6, 2000 British Columbia QUARTERLY REPORT Securities Commission Form 61 - -------------------------------------------------------------------------------- ================================================================================ Issuer Details Date of Report Name of Issuer For Quarter Ended Y M D NORTRAN PHARMACEUTICALS INC. AUGUST 31, 2000 2000 10 26 - -------------------------------------------------------------------------------- Issuer's Address 3650 WESBROOK MALL - -------------------------------------------------------------------------------- City Province Postal Code Issuer Fax No. Issuer Telephone No VANCOUVER B.C. V6S 2L2 (604) 222-6617 (604) 222-5577 - -------------------------------------------------------------------------------- Contact Person Contact's Position Contact Telephone No. CHRISTINA YIP DIRECTOR OF FINANCE (604) 222-5577 ================================================================================ CERTIFICATE The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it. ================================================================================ Director's Signature Print Full Name Date Signed Y M D /s/ ROBERT RIEDER ROBERT RIEDER 2000 10 26 - -------------------------------------------------------------------------------- Director's Signature Print Full Name Date Signed Y M D /s/ MICHAEL WALKER MICHAEL WALKER 2000 10 26 ================================================================================ British Columbia QUARTERLY REPORT Securities Commission Form 61 - -------------------------------------------------------------------------------- NORTRAN PHARMACEUTICALS INC. CONSOLIDATED BALANCE SHEETS (expressed in Canadian Dollars) As at ------------------------------------------ August 31, November 30, 2000 1999 ASSETS (Unaudited) - -------------------------------------------------------------------------------- Current Cash and cash equivalents $ 2,670,831 $ 4,209,003 Short-term investments 7,632,036 2,575,167 Other receivable and prepaid expenses 368,798 258,516 - -------------------------------------------------------------------------------- Total current assets 10,671,665 7,042,686 Capital assets 426,576 461,576 Technology, license and patents 2,268,171 2,359,468 - -------------------------------------------------------------------------------- Total assets $ 13,366,412 $ 9,863,730 ================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities $ 631,614 $ 675,542 Current portion of obligations under capital lease 47,220 60,602 Current portion of long-term debt 68,066 68,829 - -------------------------------------------------------------------------------- Total current liabilities 746,900 804,973 Obligations under capital lease 6,836 41,145 Long-term debt - 50,161 - -------------------------------------------------------------------------------- Total liabilities 753,736 896,279 - -------------------------------------------------------------------------------- Shareholders' Equity Share Capital Authorized 200,000,000 common shares without par value Issued 35,902,942 at November 30, 1999 41,120,848 at August 31, 2000 32,165,843 25,282,040 Contributed surplus 1,056,266 - Deficit (20,609,433) (16,314,589) - -------------------------------------------------------------------------------- Shareholders' equity 12,612,676 8,967,451 - -------------------------------------------------------------------------------- Liabilities and shareholders' equity $ 13,366,412 $ 9,863,730 ================================================================================ On behalf of the Board: /s/ Robert Rieder /s/ Michael J.A. Walker - ---------------------------------- ---------------------------------- Robert Rieder, Director Michael J. A. Walker, Director British Columbia QUARTERLY REPORT Securities Commission Form 61 - -------------------------------------------------------------------------------- NORTRAN PHARMACEUTICALS INC. CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT (unaudited - prepared by management) (expressed in Canadian Dollars) For the Three Months ended For the Nine Months ended August 31, August 31, -------------------------- ------------------------- 2000 1999 2000 1999 - -------------------------------------------------------------------------------- Revenue Interest income $ 203,762 $ 47,652 $ 348,140 $ 154,197 Grant and other revenue 32,060 13,299 181,054 180,418 - -------------------------------------------------------------------------------- 235,822 60,951 529,194 334,615 - -------------------------------------------------------------------------------- Expenses Research and development 1,501,382 843,715 3,277,579 2,198,475 General and administration 331,367 264,512 1,085,729 744,483 Amortization 165,704 160,113 460,730 490,665 - -------------------------------------------------------------------------------- 1,998,453 1,268,340 4,824,038 3,433,623 - -------------------------------------------------------------------------------- Loss for the period 1,762,631 1,207,389 4,294,844 3,099,008 Deficit, beginning of period 18,846,802 13,754,888 16,314,589 11,863,269 - -------------------------------------------------------------------------------- Deficit, end of period $20,609,433 $14,962,277 $20,609,433 $14,962,277 ================================================================================ Basic Loss per common share $ 0.05 $ 0.04 $ 0.12 $ 0.11 ================================================================================ Weighted average number of common shares 38,861,837 28,083,966 36,662,998 28,076,855 ================================================================================ British Columbia QUARTERLY REPORT Securities Commission Form 61 - -------------------------------------------------------------------------------- NORTRAN PHARMACEUTICALS INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - prepared by management) (expressed in Canadian Dollars) For the Nine Months ended August 31 ---------------------------------------- 2000 1999 Operating Activities Loss for the period $ (4,294,844) $ (3,099,008) Add items not affecting cash Amortization 460,730 490,665 - -------------------------------------------------------------------------------- (3,834,114) (2,608,343) Changes in non-cash working capital components Other receivable and prepaid expenses (110,282) 1,767 Accounts payable and accrued liabilities (43,928) 57,049 - -------------------------------------------------------------------------------- Cash used in operating activities (3,988,324) (2,549,527) - -------------------------------------------------------------------------------- Financing Activities Share capital issued, net 7,940,069 850,100 Special warrants issued - 5,099,950 Deferred financing expenses - (470,388) Payment on obligations under capital leases (47,691) (52,454) Repayment on long-term debt (50,924) (45,746) - -------------------------------------------------------------------------------- Cash provided by financing activities 7,841,454 5,381,462 - -------------------------------------------------------------------------------- Investing Activities Purchase of capital assets (104,374) (33,278) Patent costs capitalized (230,059) (117,120) Short-term investments (5,056,869) (363,350) Funds held in escrow - (5,099,950) - -------------------------------------------------------------------------------- Cash provided by (used in) investing activities (5,391,302) (5,613,698) - -------------------------------------------------------------------------------- Decrease in cash during the period (1,538,172) (2,781,763) Cash and cash equivalents, beginning of period 4,209,003 4,119,564 - -------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 2,670,831 $ 1,337,801 ================================================================================ NORTRAN PHARMACEUTICALS INC. SCHEDULE B: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- 1 For the nine months ended August 31, 2000: a) Deferred costs --------------------------------------------------------------------------- Patents $ 230,059 =========================================================================== b) Research and development expenditures --------------------------------------------------------------------------- Consulting and other $ 458,577 Lab supplies and operating facility 574,080 Salaries and benefits 957,261 Research agreements 597,416 Development contracts 690,245 --------------------------------------------------------------------------- $ 3,277,579 =========================================================================== c) General and administration expenditures --------------------------------------------------------------------------- Consulting and professional fees $ 209,724 Office and miscellaneous 352,140 Salaries and benefits 347,006 Travel and other 176,859 --------------------------------------------------------------------------- $ 1,085,729 =========================================================================== d) Aggregate amount of expenditures made to parties not at arm's length from the issuer --------------------------------------------------------------------------- Research and development consulting fees paid to directors $ 94,791 Administrative consulting fees paid to directors 5,000 Research contract fees paid to a company with directors in common 10,741 --------------------------------------------------------------------------- $ 110,532 =========================================================================== NORTRAN PHARMACEUTICALS INC. SCHEDULE B: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- For the quarter ended August 31, 2000: a) Summary of securities issued during the quarter
----------------------------------------------------------------------------------------------------- Date of Type of Number of Price Total Type of Commission Issue Security Shares Proceeds Consideration Paid ----------------------------------------------------------------------------------------------------- Jun 10,2000 Common Share 357,142 $1.40 $500,000 Cash Nil Jun 19,2000 Common Share 5,549,200 $1.40 $7,768,880 Cash $550,683 Jul 20,2000 Common Share 5,000 $0.63 $3,150 Cash Nil Aug 18,2000 Common Share 5,000 $0.63 $3,150 Cash Nil ----------------------------------------------------------------------------------------------------- 5,916,342 $8,275,180 =====================================================================================================
b) Summary of options granted during the quarter None 3 As at August 31, 2000: a) Authorized capital and summary of shares issued and outstanding Authorized Capital 200,000,000 common shares without par value Number of Amount Issued and Outstanding Shares $ --------------------------------------------------------------------------- Balance as at November 30,1999 35,902,942 25,282,040 Returned for cancellation of escrow shares (1,500,000) (1,056,266) Issued for cash upon exercise of options 15,000 13,250 --------------------------------------------------------------------------- Balance as February 29, 2000 34,417,942 24,239,024 Issued for cash upon exercise of warrants 728,564 509,995 Issued for cash upon exercise of options 58,000 62,090 --------------------------------------------------------------------------- Balance as May 31, 2000 35,204,506 24,811,109 Issued for cash upon exercise of special warrants, net of issuance cost 5,549,200 6,848,434 Issued for cash upon exercise of units 357,142 500,000 Issued for cash upon exercise of options 10,000 6,300 --------------------------------------------------------------------------- Balance as August 31, 2000 41,120,848 32,165,843 =========================================================================== NORTRAN PHARMACEUTICALS INC. SCHEDULE B: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- b) Summary of options, warrants and convertible securities outstanding i) Share Purchase Warrant Outstanding --------------------------------------------------------------------- Number of Exercise Price Expiry Date Shares $ --------------------------------------------------------------------- 2,774,600 1.60 Apr 14, 2002 554,920 1.40 Oct 14, 2001 178,571 1.60 Jun 05, 2002 --------------------------------------------------------------------- 3,508,091 ===================================================================== ii) Stock Option Outstanding --------------------------------------------------------------------- Number of Exercise Price Expiry Date Shares $ --------------------------------------------------------------------- 35,000 0.63 Oct 31, 2000 200,000 0.70 Apr 10, 2001 200,000 1.85 Apr 26, 2001 175,000 1.00 Jul 08, 2001 310,000 1.40 Apr 02, 2002 40,000 1.42 Apr 20, 2002 90,000 1.25 May 29, 2002 15,000 0.97 Jan 18, 2003 600,000 1.49 Mar 17, 2003 260,000 1.58 Jun 11, 2004 265,000 1.05 Oct 15, 2004 35,000 1.26 Jan 10, 2005 100,000 1.10 Feb 08, 2004 50,000 1.05 Feb 24, 2005 100,000 0.61 Oct 31, 2002 50,000 0.61 Oct 31, 2004 60,000 0.61 Oct 31, 2005 115,000 1.05 Feb 13, 2006 55,000 1.61 Mar 29, 2005 523,750 1.27 May 24, 2006 --------------------------------------------------------------------- 3,278,750 ===================================================================== NORTRAN PHARMACEUTICALS INC. SCHEDULE B: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- c) Number of shares in escrow or subject to a pooling agreement None. d) List of Directors: Dr. Michael J. A. Walker Dr. Allen Bain Colin Mallet Dr. Clive Page Robert W. Rieder Oh Kim Sun Darrell Elliott NORTRAN PHARMACEUTICALS INC. SCHEDULE C: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- CLINICAL DEVELOPMENT Cough Project (CP1) - ------------------- CP1, the Company's first generation cough drug is a non-narcotic drug for the treatment of intractable cough. The Phase I clinical trial of CP1 was successfully completed in October 1999. The trial, conducted in Edinburgh, Scotland by Inveresk Research International Limited, on 31 healthy male volunteers, showed that CP1, is safe beyond the normal dosage limits at which drug would be administered. In March 2000, the Company started a placebo-controlled Phase II clinical trial of CP1 in patients with chronic, idiopathic cough. Idiopathic cough is a sustained cough with no diagnosable cause. Patients suffering from idiopathic cough have a heightened sensitivity to cough-irritants such as airborne particles, cold air or other changes in air qualities. As a result, these patients often cough without apparent reason. The Company's Phase II study is focused on determining if its anti-tussive compound, CP1, can reduce patient sensitivity to such cough-causing irritants. PRECLINICAL DEVELOPMENT Antiarrhythmic Project - ----------------------- During the quarter ended August 31, 2000, the Company continued to add to the pre-clinical data compiled for the atrial antiarrhythmic program. In this program, the Company has developed candidates suitable for clinical testing as treatments for atrial arrhythmias. The Company has shown in its preclinical studies that its drug candidates are both safe and effective in the suppression of such atrial arrhythmia, with less risk of the dangerous side effects associated with current drugs. This progress has led to a collaborative research agreements with Aventis Pharma ("Aventis", formerly Hoechst Marion Roussel Deutschland GmbH) and a licensing agreement with AstraZeneca ("Astra", formerly Astra Hassle AB of Goteberg). Other Projects - -------------- The Company continued to make progress in two additional areas of research, the pro-erectile and the RSD921 local anaesthetic project. COLLABORATIONS In August 1999, the Company announced the signing of a collaborative agreement with Aventis to conduct collaborative research in the area of cardiac arrhythmias. Under the terms of the agreement, both parties tested antiarrhythmic compounds developed by each of the companies. The companies evaluated the pharmacological profiles of their compounds through the use of both companies' proprietary electrophysiological models and other pre-clinical tests. The agreement expired in April 2000. Both parties are continuing to collaborate on research. NORTRAN PHARMACEUTICALS INC. SCHEDULE C: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- Subsequent to the quarter ended August 31, 2000, the Company announced execution of a licensing agreement with Astra. Under the terms of the agreement, the Company will grant an exclusive worldwide license to develop and market a novel antiarrhythmic drug candidate in exchange for upfront, milestone, and royalty payments. Astra will pay for all development and marketing costs. This agreement covers a single Nortran antiarrhythmic drug candidate allowing Nortran the ability to continue development and commercialization of other antiarrhythmic drugs. FINANCIAL HIGHLIGHTS RESULTS OF OPERATIONS For the nine months ended August 31, 2000, the Company incurred a net loss of $4.29 million (or $0.12 per share) as compared to $3.10 million (or $0.11 per share) for the nine months ended August 31, 1999. The increase in loss was primarily due to the higher operating expenditure in both the research and development and general administration. Total revenue for the nine months ended August 31, 2000 was $529,000 as compared to $335,000 for the same period in the preceding fiscal year. The increase in revenue was due to the additional interest generated from the Company's increased cash resources after the successful completion of a financing in June 2000 and November 1999. Research and development expenses totaled $3.28 million for the nine months ended August 31, 2000 as compared to $2.20 million for the same period during the preceding fiscal year. The increase in research and development expenses was primarily due to the higher research and development cost associated with the preclinical trials of the Company antiarrhythmic project and the lower research expenditure recovery received in the nine months ended August 31, 2000. General and administration expenses increased to $1.09 million for the nine months ended August 31, 2000 as compared to $0.74 million for the same period in the preceding fiscal year. The increase in general administration expenses is primarily due to the higher consulting and professional fees, office and miscellaneous, and travel and accommodation expenses incurred. LIQUIDITY AND CAPITAL RESOURCES The Company's activities during the nine months ended August 31, 2000 were financed primarily by its working capital carried forward from the previous fiscal year and net proceeds collected from the private placements in June 2000 and November 1999. Working capital as at August 31, 2000 was $9.93 million as compared to $7.68 million as at August 31, 1999. Cash and cash equivalents and short-term investments totaled $10.3 million as at August 31, 2000 as compared to $2.87 million as at August 31, 1999. SPECIAL WARRANT FINANCING During the quarter ended August 31, 2000, the Company completed a private placement of 5,549,200 special warrants at a price of $1.40 each for total gross proceeds of $7,768,880. Each special warrant was converted into one common share and 0.5 warrant. Each full warrant entitled the holder to acquire one common share at $1.60 expiring April 14, 2002. In connection with the private placement, the Company paid a cash commission of $550,683 and legal and NORTRAN PHARMACEUTICALS INC. SCHEDULE C: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- professional fees of $369,763 and granted 554,920 compensation options to the lead agent of this financing which were converted into 554,920 share purchase warrants. Each share purchase warrant entitled the holder to purchase one common share at $1.40 until October 14, 2001. All of these purchase warrants were outstanding as at August 31, 2000. NON-BROKERED PRIVATE PLACEMENT FINANCING During the quarter ended August 31, 2000, the Company also completed a non-brokered private placement of 357,142 units at $1.40 per unit for gross proceeds of $500,000. Each unit was converted to one common share and 0.5 warrant. Each full warrant entitled the holder to acquire one common share at $1.60 expiring June 4, 2002. All of these warrants were outstanding as at August 31,2000. CORPORATE STRATEGY Nortran Pharmaceuticals Inc. is a commercially focused pharmaceutical company built around a proven approach to drug discovery, a low-risk business strategy, and a focus on major unmet medical needs via expertise in the area of ion channels. The company's lead programs are in the area of cardiac arrhythmia drugs and acute unproductive cough. PARTNERING STRATEGY Nortran's strength lies in the ability of its personnel to research and develop potential drug candidates to the stage where such compounds demonstrate sufficient potential to warrant the undertaking of clinical trials. As part of its business strategy, the Company is seeking collaborative partners with experience in the development and marketing of drugs in the relevant therapeutic areas. The intention is to select partners with both the human and financial resources to spearhead the clinical development of the Company's products as required by the Food and Drug Administration (FDA), the Health Protection Branch (HPB) and other international drug regulatory agencies. These partners would also be expected to market the products. The rationale behind this strategy can be outlined as below: - - avoid the large expenses incurred in the later stages of clinical development - - obtain early returns in the form of upfront and milestone payments - - utilize expertise and resources of major multinational pharmaceutical company - - obtain long term revenue streams through royalty payments on product sales. The Company has no plans for developing in-house marketing or manufacturing capabilities. INVESTOR RELATIONS During the third quarter ended August 31, 2000 the Company did not engage any outside parties for investor relations. Any investor relations functions were accomplished through Company employees whose duties include; news releases, investor communications and general day-to-day operations of this department. NORTRAN PHARMACEUTICALS INC. SCHEDULE B: SUPPLEMENTAL INFORMATION AUGUST 31, 2000 - -------------------------------------------------------------------------------- YEAR 2000 The Company initiated a program in 1998 to assess the risks of Year 2000 noncompliance, remediate all non-compliant systems, assess the readiness of key third parties and develop contingency plans. The critical aspects of the Year 2000 readiness program were completed in the third quarter of 1999. The Company has not experienced any significant business interruptions related to the transition to the Year 2000, however, the Company continues to actively monitor its systems and third party suppliers. Contingency plans are in place to prevent the failure of critical systems from having a material effect on the Company and address the risk of third party non-compliance. Total costs to address the Year 2000 issue were not material to the Company's financial position, results of operations or cashflows. STOCK LISTING The Company's common shares trade on the Canadian Venture Exchange (CDNX) and Toronto Stock Exchange (TSE) under the symbol NRT and over the counter in the United States under the trading symbol NTRDF. During the quarter ended August 31, 2000, the Company successfully obtained listing on the TSE. The common shares of the Company commenced trading on the TSE on July 25,2000. CORPORATE COMMUNICATIONS 3650 Wesbrook Mall Vancouver, British Columbia V6S 2L2 Toll Free: (800) 330-9928 Tel: (604) 222-5577 Fax: (604) 222-6617 E-mail: admin@nortran.com ----------------- This Quarterly Report, including the discussion "Highlights" contains forward-looking statements. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the company may differ materially from these statements due to a number of factors, including (i) the company's ability to successfully complete pre-clinical and clinical development of its products, (ii) the company's ability to complete corporate alliances relating to the development and commercialization of its technologies and products, (iii) decisions and the timing of decisions made by health regulatory agencies regarding approval of the company's products, (iv) the company's ability to obtain timely patent and other intellectual property protection for its technologies and products, (v) the accuracy of the company's information regarding competitors and potential competitors. These forward-looking statements represents the company's judgment as of the date of this Quarterly Report and the company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors affecting such statements. Nortran 3650 Wesbrook Mall Tel: 604-222-5577 Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617 V6S 2L2 CANADA Website: www.nortran.com - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE TSE: NRT, CDNX: NRT, NASD BB: NTRDF Nortran Signs Licensing Agreement with AstraZeneca -------------------------------------------------- Vancouver, Canada, October 16, 2000 - Nortran Pharmaceuticals Inc. ("Nortran") today announced execution of a licensing agreement with AstraZeneca PLC ("AstraZeneca"), a UK-based multinational pharmaceutical company. Under the terms of the agreement, Nortran will grant AstraZeneca an exclusive worldwide license to develop and market a novel antiarrhythmic drug candidate in exchange for upfront, milestone, and royalty payments. AstraZeneca will pay for all development and marketing costs. The agreement covers a single Nortran antiarrhythmic drug candidate, allowing Nortran the ability to continue development and commercialization of other antiarrhythmic drugs. Under the terms of the agreement, AstraZeneca will pay Nortran an upfront payment upon execution of the agreement. In addition, AstraZeneca will pay further milestone payments linked to the achievement of specific development and commercialization targets. The agreement also includes a provision for the payment of royalties at a rate that will increase according to the level of product sales achieved. AstraZeneca will assume responsibility for the worldwide development and commercialization of this promising antiarrhythmic agent. The drug candidate licensed is a small molecule that has shown excellent activity against arrhythmia in preclinical studies. It has potential to treat atrial arrhythmia in humans. "This partnership is by far the most significant since Nortran's inception in 1992, and represents a significant milestone for our company," stated Bob Rieder, President and CEO of Nortran. "We believe that the licensed drug has exciting potential for the treatment of atrial arrhythmia. AstraZeneca has a proven track record of successful developments in the cardiovascular area and Nortran looks forward to working with AstraZeneca to ensure success of this project." AstraZeneca is a major international healthcare business engaged in the research, development, manufacture and marketing of ethical (prescription) pharmaceuticals and the supply of healthcare services. It is one of the top five pharmaceutical companies in the world with healthcare sales of over $15 billion and leading positions in sales of gastrointestinal, oncology, anesthesia, including pain management, cardiovascular, central nervous system (CNS) and respiratory products. Dr. Hamish Cameron, Vice President and Head of Cardiovascular Therapy Area of AstraZeneca said, "We are pleased to sign this agreement with Nortran. The drug that we have in-licensed has an important role in our antiarrhythmic program and has exciting potential for the treatment of atrial fibrillation / flutter. This will in turn further strengthen our cardiovascular portfolio." Nortran Pharmaceuticals is a drug discovery company focused on cardiovascular and respiratory applications of ion channel modulating drugs. In its program to treat life-threatening cardiac arrhythmia, Nortran has developed several drug candidates suitable for clinical testing as treatments for atrial arrhythmia. Nortran has shown in preclinical studies that its drug candidates are both safe and effective in the suppression of such atrial arrhythmia, with little risk of the dangerous side effects associated with current drugs. An arrhythmia occurs when the natural beating of the heart is disrupted. Cardiac arrhythmias account for approximately one quarter of all mortality associated with heart disease. Drugs currently available in the market are associated with many side effects and have been shown to increase mortality in the patients taking these drugs. The anti-arrhythmic market has an annual potential of US $2.9 billion. Current sales of antiarrhythmics total US $1.0 billion, of which US $0.5 billion are attributable to ventricular antiarrhythmics and US $0.5 billion to atrial antiarrhythmics. It is estimated that there is an unmet market demand of US $2.0 billion for a safe and effective antiarrhythmic drug. ON BEHALF OF THE BOARD /s/ Bob Rieder Robert Rieder Chief Executive Officer The statements made in this press release may contain certain forward-looking comments. Actual events or results may differ from the Company's expectations. Exemption from registration pursuant to Rule 12g3-2(b), Reg. No. 82-2317. The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. ONTARIO BRITISH COLUMBIA ALBERTA QUEBEC FORM 27 SECURITIES ACT MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE SECURITIES ACT (ONTARIO), SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA), SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND SECTION 73 OF THE SECURITIES ACT (QUEBEC) Item 1. REPORTING ISSUER Nortran Pharmaceuticals Inc. 3650 Wesbrook Mall Vancouver, British Columbia V6S 2L2 Item 2. DATE OF MATERIAL CHANGE October 16, 2000 Item 3. PRESS RELEASE October 16, 2000 - Vancouver, British Columbia Item 4. SUMMARY OF MATERIAL CHANGE The Issuer has entered into a licensing agreement with AstraZeneca PLC, a U.K.-based multi-national pharmaceutical company. Under the terms of the agreement, the Issuer will grant AstraZeneca an exclusive worldwide licence to develop and market a novel antiarrhythmic drug candidate in exchange for up-front, milestone and royalty payments. Item 5. FULL DESCRIPTION OF MATERIAL CHANGE See press release dated October 16, 2000 for a full description. Item 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND EQUIVALENT SECTIONS OF OTHER JURISDICTIONS Not Applicable. Item 7. OMITTED INFORMATION Not Applicable. Item 8. SENIOR OFFICER Name: Robert W. Rieder Title: President and Chief Executive Officer Phone No.: (604) 222-5577 Item 9. STATEMENT OF SENIOR OFFICER The foregoing accurately discloses the material change referred to herein. Dated at Vancouver, British Columbia, this 26th day of October, 2000. NORTRAN PHARMACEUTICALS INC. Per: /s/ Robert W. Rieder ------------------------------------- Robert W. Rieder President and Chief Executive Officer IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION. Nortran 3650 Wesbrook Mall Tel: 604-222-5577 Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617 V6S 2L2 CANADA Website: www.nortran.com - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE TSE: NRT, CDNX: NRT, NASD BB: NTRDF NORTRAN UPDATE AND THIRD QUARTER RESULTS ---------------------------------------- Vancouver, Canada, November 6, 2000 - Bob Rieder, President and CEO of Nortran Pharmaceuticals Inc. ("Nortran" or the "Company"), reports that the Company recently achieved one of its most significant corporate milestones by signing the licensing agreement with AstraZeneca PLC ("AstraZeneca" or "AZ"). Nortran is now focusing its antiarrhythmic drug development activities on preparing for clinical testing of an antiarrhythmic drug candidate not covered by the AZ license and on new partnering relationships. Nortran's licensing agreement with AstraZeneca, a UK-based multinational pharmaceutical company, was closed on October 16, 2000. The agreement covers a single Nortran antiarrhythmic drug candidate, allowing Nortran the ability to continue development and commercialization of other antiarrhythmic drugs. The licensed drug candidate is a small molecule that has shown excellent activity against arrhythmia in preclinical studies. It has potential to treat atrial arrhythmia in humans. The licensing agreement carries an upfront payment as well as milestone and royalty payments. Two milestone payments are to be paid up to the commencement of clinical testing. An additional milestone payment is to be paid during clinical testing, and a final one is tied to the New Drug Application ("NDA") required to obtain approval to market the drug. AZ will pay a high single digit royalty on end-user sales; the royalty increases with increasing sales. Additional milestones are payable for NDAs for other indications. AstraZeneca will pay for all development and marketing costs associated with commercialization of the licensed drug candidate. In preparation for clinical testing of Nortran's lead antiarrhythmic clinical candidate outside of the AZ agreement, formal pre-clinical toxicology testing has now been completed. No adverse indications were observed in the expected therapeutic dose range. Preclinical testing of the drug at the Montreal Heart Institute indicates that it is highly effective in converting atrial arrhythmias to normal heart rhythm. Discussions with regulatory authorities in Canada and the U.S. prior to the Company's Investigational New Drug ("IND") submission are underway, and Nortran expects to begin phase 1 clinical testing in Q1, 2001. Nortran is pursuing partnering opportunities with other pharmaceutical companies to advance the commercialization of other molecules in its antiarrhythmic drug development program. Nortran continues its placebo-controlled Phase II clinical trial of its lead product, CP1, in patients with chronic, idiopathic cough. Idiopathic cough is a sustained cough with no diagnosable cause. Such patients have a heightened sensitivity to cough-irritants such as airborne particles, cold air or other changes in air qualities. As a result, these patients often cough without apparent reason. Nortran's Phase II study is focused on determining if Nortran's anti-tussive compound, CP1, can reduce patient sensitivity to such cough-causing irritants. WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING" STATEMENTS. THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE Nortran reports a net loss of $4,294,844 or 0.12 cents per common share for the nine months ended August 31, 2000, compared with a net loss of $3,099,008 or 0.11 cents per common share for the nine months ended August 31, 1999. The increase in loss was primarily due to higher operating expenditures in both the research and development and general administration. Research and development expenses were $3,277,579, an increase of 49% from the same period in the preceding fiscal year. This increase was primarily due to the higher research and development costs associated with the preclinical trials of the Company's antiarrhythmic project and lower research expenditure recovery received in the period ended August 31, 2000. General and administrative costs increased by 46% from $744,483 for the same period in the preceding year to $1,085,729. The increase in general administration expenses was primarily due to higher consulting and professional fees, office and miscellaneous, and travel and accommodation expenses incurred. Included in the increase in general administration costs were professional fees and other expenditures associated with the Company's application to list its common shares on the Toronto Stock Exchange. At August 31, 2000, the Company's cash, cash equivalents, and short-term investments were $10,302,867, an increase of $3,518,697 from November 30, 1999. This increase was primarily attributable to the gross proceeds collected from the Company's special warrants financing that closed in April 2000. WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING" STATEMENTS. THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE Selected Financial Highlights (Canadian dollars) 1 - -------------------------------------------------------------------------------- As at Balance Sheets August 31, 2000 November 30, 1999 (Unaudited) - -------------------------------------------------------------------------------- Cash and cash equivalents $ 2,670,831 $ 4,209,003 Short-term investments 7,632,036 2,575,167 Other current assets 368,798 258,516 Total current assets 10,671,665 7,042,686 - -------------------------------------------------------------------------------- Capital assets 426,576 461,576 Technology, license and patents 2,268,171 2,359,468 - -------------------------------------------------------------------------------- Total assets $ 13,366,412 $ 9,863,730 - -------------------------------------------------------------------------------- Current liabilities $ 746,900 $ 804,973 Long-term capital lease obligations and debt 6,836 91,306 Shareholders' equity 12,612,676 8,967,451 - -------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 13,366,412 $ 9,863,730 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For the Nine Months ended Statements of Loss and Deficit August 31, 2000 August 31, 1999 - -------------------------------------------------------------------------------- Revenue Interest income $ 348,140 $ 154,197 Grant and other revenue 181,054 180,418 - -------------------------------------------------------------------------------- 529,194 334,615 - -------------------------------------------------------------------------------- Expenses Research and Development 3,277,579 2,198,475 General & Administrative 1,085,729 744,483 Amortisation 460,730 490,665 - -------------------------------------------------------------------------------- 4,824,038 3,433,623 - -------------------------------------------------------------------------------- Net Loss for the period $ (4,294,844) $ (3,099,008) Deficit Beginning of period (16,314,589) (11,863,269) - -------------------------------------------------------------------------------- Deficit End of period $(20,609,433) $ (14,962,277) - -------------------------------------------------------------------------------- Net Loss per Common Share 2 $ (0.12) $ (0.11) - -------------------------------------------------------------------------------- 1 Condensed from the Company's unaudited financial statements. 2 Loss per share is based on the weighted average number of common shares outstanding during the period. WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING" STATEMENTS. THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE Nortran Pharmaceuticals is a drug discovery company focused on cardiovascular and respiratory applications of ion channel modulating drugs. In its program to treat life-threatening cardiac arrhythmia, Nortran has developed several drug candidates suitable for clinical testing as treatments for atrial arrhythmia. Nortran has shown in preclinical studies that its drug candidates are both safe and effective in the suppression of atrial arrhythmia, with little risk of the dangerous side effects associated with current drugs. ON BEHALF OF THE BOARD /s/ Bob Rieder Robert Rieder President & Chief Executive Officer Except for the historical information presented, certain matters discussed in this news release are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Such risks and uncertainties include among others, those described in the Company's annual report in Form 20-F, including the following: uncertainty related to early stage of development, technology and product development; dependence on future corporate collaborations; dependence on proprietary technology and uncertainty of patent protection; management of growth; future capital needs and uncertainty of additional funding; intense competition; manufacturing and market uncertainties; government regulation; product liability exposure and insurability. ONTARIO BRITISH COLUMBIA ALBERTA QUEBEC FORM 27 SECURITIES ACT MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE SECURITIES ACT (ONTARIO), SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA), SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND SECTION 73 OF THE SECURITIES ACT (QUEBEC) Item 1. REPORTING ISSUER Nortran Pharmaceuticals Inc. 3650 Wesbrook Mall Vancouver, British Columbia V6S 2L2 Item 2. DATE OF MATERIAL CHANGE November 7, 2000 Item 3. PRESS RELEASE November 7, 2000 - Vancouver, British Columbia Item 4. SUMMARY OF MATERIAL CHANGE The Issuer reports on its third quarter financial results. Item 5. FULL DESCRIPTION OF MATERIAL CHANGE See press release dated November 7, 2000 for a full description. Item 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND EQUIVALENT SECTIONS OF OTHER JURISDICTIONS Not Applicable. Item 7. OMITTED INFORMATION Not Applicable. Item 8. SENIOR OFFICER Name: Christina Yip Title: Secretary Phone No.: (604) 222-5577 Item 9. STATEMENT OF SENIOR OFFICER The foregoing accurately discloses the material change referred to herein. Dated at Vancouver, British Columbia, this 8th day of November, 2000. NORTRAN PHARMACEUTICALS INC. Per: /s/ Christina Yip ------------------------------------- Christina Yip Secretary IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION. 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 of the undersigned, thereunto duly authorized. NORTRAN PHARMACEUTICALS INC. ---------------------------- (REGISTRANT) Date: November 13, 2000 /s/ Christina Yip ---------------------------- Christina Yip Secretary -----END PRIVACY-ENHANCED MESSAGE-----