lorus6k.htm

0001279569-07-000840.txt : 20070608 0001279569-07-000840.hdr.sgml : 20070608 20070608135807 ACCESSION NUMBER: 0001279569-07-000840 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20070608 FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORUS THERAPEUTICS INC CENTRAL INDEX KEY: 0000882361 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32001 FILM NUMBER: 07909178 BUSINESS ADDRESS: STREET 1: 2 MERIDIAN ROAD STREET 2: . CITY: TORONTO STATE: A6 ZIP: M9W 4Z7 MAIL ADDRESS: STREET 1: 2 MERIDIAN ROAD CITY: TORONTO STATE: A6 ZIP: M9W 4Z7 FORMER COMPANY: FORMER CONFORMED NAME: IMUTEC PHARMA INC DATE OF NAME CHANGE: 19970113 FORMER COMPANY: FORMER CONFORMED NAME: IMUTEC CORP DATE OF NAME CHANGE: 19950726 FORMER COMPANY: FORMER CONFORMED NAME: RML MEDICAL LABORATORIES INC DATE OF NAME CHANGE: 19920921 6-K 1 lorus6k.htm FORM 6-K lorus6k.htm

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the Month of June, 2007

Commission File Number 1-32001

Lorus Therapeutics Inc.

(Translation of registrant’s name into English)

2 Meridian Road, Toronto, Ontario M9W 4Z7

(Address of principal executive offices)

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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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 ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_______________.

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.

	Lorus Therapeutics Inc.


Date: June 8, 2007	By:	/s/ “Elizabeth Williams”
		Elizabeth Williams
		Director of Finance

EXHIBIT INDEX

99.1	Material Change Report dated January 14, 2005

99.2	Material Change Report dated October 18, 2005

99.3	Material Change Report dated November 9, 2005

99.4	Material Change Report dated December 6, 2005

99.5	Material Change Report dated January 16, 2006

99.6	Material Change Report dated July 14, 2006

EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT DATED JANUARY 14, 2005 ex991.htm

Exhibit 99.1

FORM 51-102F3

Material Change Report

Item 1 Name and Address of Company

Lorus Therapeutics Inc.

2 Meridian Road

Toronto, Ontario M9W 4Z7

Item 2 Date of Material Change

January 14, 2005

Item 3 News Release

A news release was issued through Canada NewsWire on January 17, 2005.

Item 4 Summary of Material Change

Lorus Therapeutics Inc. (the “Company”) completed the second tranche of a $15 million private placement of convertible secured debentures with The Erin Mills Investment Corporation (“TEMIC”).

Item 5 Full Description of Material Change

Pursuant to the terms of the private placement, Lorus issued to TEMIC a convertible debenture in the principal amount of $5 million maturing October 6, 2009. The debenture is convertible at the option of the holder at any time prior to maturity into common shares at a conversion price of $1.00 per share. The conversion price represents a 56 per cent premium to the January 13, 2005 closing price on the Toronto Stock Exchange.

Pursuant to the terms of the original subscription agreement, TEMIC agreed to purchase three secured convertible debentures, each in the principal amount of $5 million, on each of October 6, 2004, January 14, 2005 and April 15, 2005, provided that an event of default has not occurred under any debentures issued by Lorus and held by TEMIC or a material adverse change has not occurred in the business and affairs of Lorus. The conversion price to convert the April 15, 2005 debenture into common shares will be equal to the greater of: (i) $1.00 and (ii) the 20-day weighted average trading price of the common shares of Lorus on the Toronto Stock Exchange, less the discount permitted by the TSX.

The principal amount of the debentures is secured by a first charge over all of the assets of Lorus and bears interest at the rate of prime plus 1 per cent per annum, compounded monthly. Interest is payable monthly on the debentures in common shares until the price of Lorus' common shares on the Toronto Stock Exchange is equal to a 60-day weighted average trading price of $1.00 at which point, the interest is payable on a monthly basis in cash or in common shares, at the option of the holder. No further interest is payable on the debentures after the market price of Lorus' common shares on the TSX is equal to or exceeds a 60-day weighted average trading price of $1.75 per share.

Of the 2,000,000 warrants that were placed in escrow upon the closing of the first tranche, Lorus released from escrow 1,000,000 warrants to TEMIC in consideration for the closing of the second tranche of the financing. The remaining 1,000,000 warrants will be released from escrow upon completion of the third tranche.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

Item 8 Executive Officer

For further information please contact Shane Ellis, Vice President Legal Affairs and Corporate Secretary, at (416) 798-1200 Ext. 300.

Item 9 Date of Report

January 21, 2005

EX-99.2 3 ex992.htm MATERIAL CHANGE REPORT DATED OCTOBER 18, 2005 ex992.htm

Exhibit 99.2

LORUS THERAPEUTICS INC.

Material Change Report

Section 75(2) of the Securities Act (Ontario)

Section 85(1)(b) of the Securities Act (British Columbia)

Section 146(1)(b) of the Securities Act (Alberta)

Section 84(1)(b) of The Securities Act, 1988 (Saskatchewan)

Section 81(2) of the Securities Act (Nova Scotia)

Section 76(2) of the Securities Act (Newfoundland)

1. Reporting Issuer

Lorus Therapeutics Inc.

2 Meridian Road

Toronto, Ontario

M9W 4Z7

2. Date of Material Change

October 18, 2005

3. Press Release

The press release prescribed by section 75(1) of the Securities Act (Ontario) (and attached hereto) was issued at Toronto on October 18, 2005.

4. Summary of Material Change

Lorus Therapeutics Inc. (“Lorus”) announced the results of the Phase III clinical trials of its lead product Virulizin®.

5. Full Description of Material Change

Please see attached press release.

6. Reliance on Confidentiality Provisions of Securities Legislation

Not applicable.

7. Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Senior Officers

For further information please contact Shane A. Ellis, Corporate Secretary and Vice

President of Legal Affairs, at (416) 798-2200 (ext. 300).

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 18^th day of October, 2005.

By: “Shane A. Ellis”

Shane A. Ellis

Corporate Secretary and Vice President , Legal Affairs

Lorus Therapeutics. Inc.

Contacts:

Lorus Therapeutics Inc.	Media Contacts	US Investor Relations
Bruce Rowlands	Eliza Walsh / Emily Brunner	Tim Clemensen
Senior Vice President	Mansfield Communications	Rubenstein & Co.
(416) 798-1200 ext. 338	(416) 599-0024 / (212) 370-5045	(212) 843-9337
browlands@lorusthera.com	eliza@mcipr.com / emily@mcipr.com	tim@rir1.com

Lorus announces results of Virulizin^â Phase III Clinical Trial

TSX:	LOR
AMEX:	LRP

TORONTO, CANADA, October 18, 2005 - Lorus Therapeutics Inc. ('Lorus'), a biopharmaceutical company specializing in the development and commercialization of pharmaceutical products and technologies for the management of cancer, today announced the top-line results of their randomized Phase III clinical trial of Virulizin^â in the first-line treatment of pancreatic cancer.

The trial compared Virulizin^â plus gemcitabine to placebo plus gemcitabine for treatment of chemonaive patients with locally advanced or metastatic pancreatic cancer. For the efficacy evaluable population, the study showed that the addition of Virulizin^â to gemcitabine resulted in a median overall survival of 6.8 months and a one-year survival rate of 27.2%, compared to 6.0 months and 16.8% for placebo plus gemcitabine. In the intent to treat population the median overall survivals were 6.3 months for Virulizin^â plus gemcitabine (one year survival rate of 25.9%) compared to 6.0 months for placebo plus gemcitabine (one year survival rate of 17.6%). While comparison of the median overall survival times did not reach statistical significance, exploratory analysis did show promising trends in specific patient populations. Several examples are provided below.

Patients on Virulizin^â plus gemcitabine treatment with ECOG performance status of 0 or 1 (comprising 68% of the efficacy evaluable population), showed a median overall survival of 8.2 months compared to 6.3 months for ECOG 0/1 patients treated with placebo plus gemcitabine. While this analysis was exploratory, the result approached statistical significance with a p value of 0.063. The company is encouraged by this observation and the observed clinical benefit of increased survival of almost 2 months for this particular patient population.

Additionally, one year survival rates in the efficacy evaluable population were 32.2% in the Virulizin^â plus gemcitabine patients compared to 20.1% in the gemcitabine plus placebo treatment arm in this ECOG 0/1 population.

When reviewing patients with metastatic (as distinguished from locally advanced) pancreatic cancer (comprising 73% of the efficacy evaluable population) those on the Virulizin^â plus gemcitabine treatment arm showed a positive trend in median overall survival of 6.1 months compared to 5.0 months with placebo plus gemcitabine. As well, one year survival rates in this population were 24% in the Virulizin^â plus gemcitabine treatment arm compared to 11% in the placebo plus gemcitabine treatment arm in the metastatic study population.

The trial allowed for an optional second line therapy stage, whereby patients could continue to receive the study drug or best supportive care after disease progression. Median overall survival in the intent to treat and efficacy evaluable populations were 8.0 and 8.2 months respectively for the Virulizin^â plus gemcitabine group, compared to 7.0 months for both intent to treat and efficacy evaluable population control groups. Statistical analysis showed a trend to significance favouring continued Virulizin^âover placebo with p values of 0.066 for the intent to treat population and 0.068 for the efficacy evaluable population.

Virulizin^â treatment was well tolerated with no major differences observed between the Virulizin^â plus gemcitabine arm and the control group.

Lorus thanks the patients, their caregivers, and the dedicated clinicians and research co-ordinators who participated in this study. The Company will be analysing the complete dataset with potential partners, and will determine the next course of action in the further development of Virulizin^â for the treatment of this devastating disease.

Dr. Bruce A. Silver, FACP, Vice President, Oncology, Global Product Development Services, PRA International, was the CRO Medical and Safety Monitor for the trial for the last three years and participated in the review of the top line results.

“The preliminary review of the data is extremely encouraging that one or more sub-groups of patients has benefited from Virulizin^â added to gemcitabine. Our task now is to continue to perform the necessary analyses and the immunologic correlations that will allow us to more precisely define this population,” said Dr. Silver. “Performing such analyses to define the specific population that benefits from modern oncologic therapies has become standard operating procedure in contemporary cancer drug development and is one more necessary step that will bring us closer to defining the proper role of Virulizin^â in the management of this disease.”

Dr. Donald P. Braun, Professor in the Department of Surgery and Administrative Director of the Medical University of the Ohio Cancer Center, who participated in the review of the top line results, said: “Virulizin^â appeared to benefit pancreatic cancer patients with metastatic disease who have a good performance status. Because Virulizin^â was well tolerated in these patients when given in combination with chemotherapy, it would be appropriate to conduct further analyses with the aim of optimizing the drug in this sub-group of patients.”

Dr. Jim Wright, CEO of Lorus, stated: “Lorus is committed to developing innovative, well tolerated therapies for the management of cancer. We are achieving this through the development of a broad diversified technology base to mitigate risks in the drug development process. Although we have not reached statistical significance for the primary survival endpoint in this Virulizin^â trial, we are very encouraged with the initial results from the sub-group analysis, and look forward to further analysis of the data from this trial, including the complete audited dataset.”

Dr. Wright added: “We also have two additional drugs in eight clinical trials, a small molecule anticancer drug intended for clinical study, and an innovative preclinical program that has identified additional anticancer drug candidates. We have created a strong technology base to support success and further growth of Lorus.”

Lorus invites analysts and media to participate in a conference call today, October 18, 2005 at 2:00 p.m. Eastern N.A. time. Shareholders are invited to listen to the call by telephone and the call will be available on the website (http://www.lorusthera.com/) following completion. Dial in numbers are below:

Toronto: 416-640-4127

Toll-free: 800-814-4860

Switzerland: 00 800 0022 8228

UK: 00 800 0000 2288

About Pancreatic Cancer

Pancreatic cancer is one of the most lethal human cancers and continues to be a major unsolved health problem at the start of the 21st century. This is due to the disease’s cryptic presentation usually at advanced stage and the lack of effective treatment. Despite efforts in the past 50 years, conventional treatment approaches such as surgery, radiation, chemotherapy, or combinations of these, have had little impact on the course of their aggressive neoplasm. Therefore, continuing development of novel therapeutics for the treatment of this type of cancer is important to improve patient prognosis.

About Virulizin^â

Virulizin^â is a novel immunotherapy that stimulates a patient's innate immune system through the activation of macrophages and the infiltration of NK cells into tumors. Virulizin^â has been awarded orphan drug, fast track status and a Special Protocol Assessment (SPA) from the F.D.A. in the U.S.

About Lorus

Lorus is a biopharmaceutical company focused on the development and commercialization of cancer therapies. Lorus' goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has three products in human clinical trials with a pipeline of eight clinical trials in Phase II clinical trial programs and one Phase III registration clinical trial. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin^â is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

Except for historical information, this press release contains forward-looking statements, which reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties, including, but not limited to, changing market conditions, the Company's ability to obtain patent protection and protect its intellectual property rights, commercialization limitations imposed by intellectual property rights owned or controlled by third parties, intellectual property liability rights and liability claims asserted against the Company, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process, product development delays, the Company's ability to attract and retain business partners and key personnel, future levels of government funding, the Company's ability to obtain the capital required for research, operations and marketing and other risks detailed from time-to-time in the Company's ongoing quarterly filings, annual information forms, annual reports and 40-F filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Lorus Therapeutics Inc.'s press releases are available through the Company's Internet site: http://www.lorusthera.com/.

EX-99.3 4 ex993.htm MATERIAL CHANGE REPORT DATED NOVEMBER 9, 2005 ex993.htm

Exhibit 99.3

MATERIAL CHANGE REPORT

UNDER FORM 51-102F3

1. Name and Address of Company

Lorus Therapeutics Inc.

2 Meridian Road

Toronto, Ontario

M9W 4Z7

2. Date of Material Change

November 9, 2005

3. News Release

The press release attached was issued at Toronto, Ontario on November 9, 2005.

4. Summary of Material Change

Lorus Therapeutics Inc. (“Lorus”) announced corporate changes related to Senior Management.

5. Full Description of Material Change

Please see attached press release.

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Executive Officer

For further information please contact

Jim A. Wright,

President and C.E.O., at (416) 798-1200 (ext. 340).

9. Date of Report

November 9, 2005

Lorus Therapeutics Inc.	Media Contacts	US Investor Relations
Corporate Communications	Susana Hsu / Emily Brunner	Tim Clemensen
Grace Tse	Mansfield Communications	Rubenstein & Co.
Tel: (416) 798-1200 ext. 380	(416) 599-0024 / (212) 370-5045	(212) 843-9337
Email: ir@lorusthera.com	susana@mcipr.com / emily@mcipr.com	tim@rir1.com

LORUS ANNOUNCES FURTHER CORPORATE CHANGES

- Changes in senior management -

TSX:	LOR
AMEX:	LRP

TORONTO, CANADA, November 9, 2005 - Lorus Therapeutics Inc. ('Lorus'), a biopharmaceutical company specializing in the development and commercialization of pharmaceutical products and technologies for the management of cancer, today announced the departure of the following senior managers as part of a reorganization of the Company: Shane Ellis, Vice President, Legal Affairs and Corporate Secretary; Bruce Rowlands, Senior Vice President of Planning and Public Affairs; and Paul Van Damme, Chief Financial Officer. These changes are in addition to those announced on November 2, 2005, when the Company reduced its staff by approximately 35%. Paul Van Damme’s responsibilities will be assumed by Elizabeth Williams, CA, presently Lorus’ Controller and newly appointed Director of Finance.

Mr. Graham Strachan, Chairman of the Board, expressed: “the Board expresses thanks and gratitude for the many important contributions made by these executives.” He went on to say, “Lorus is very disappointed that it had to take this step, which results in the loss of three exceptionally talented professionals, and we wish them well in their new endeavors.”

The reorganization, including reductions in staff, provide Lorus with a significant increase in cash for its operations through 2006 and beyond, including the development of its advanced clinical programs and preclinical programs. Priorities for Lorus during this period will focus on partnerships for drugs under clinical development, primarily, its proprietary antisense products, such as GT1-2040, as well as Virulizin®. It will also allow Lorus to aggressively pursue plans to bring a new drug candidate into clinical development from the Company’s preclinical small molecule program.

About Lorus

Lorus is a biopharmaceutical company focused on the development and commercialization of cancer therapies. Lorus' goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has three products in human clinical trials with a pipeline of eight clinical trials in Phase II clinical trial programs and one Phase III registration clinical program. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin^â is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

EX-99.4 5 ex994.htm MATERIAL CHANGE REPORT DATED DECEMBER 6, 2005 ex994.htm

Exhibit 99.4

LORUS THERAPEUTICS INC.

Material Change Report

Section 75(2) of the Securities Act (Ontario)

Section 85(1)(b) of the Securities Act (British Columbia)

Section 146(1)(b) of the Securities Act (Alberta)

Section 84(1)(b) of The Securities Act, 1988 (Saskatchewan)

Section 81(2) of the Securities Act (Nova Scotia)

Section 76(2) of the Securities Act (Newfoundland)

1. Reporting Issuer

Lorus Therapeutics Inc.

2 Meridian Road

Toronto, Ontario

M9W 4Z7

2. Date of Material Change

December 6, 2005

3. Press Release

The press release prescribed by section 75(1) of the Securities Act (Ontario) (and attached

hereto) was issued at Toronto on December 6, 2005.

4. Summary of Material Change

Lorus Therapeutics Inc. (“Lorus”) announced that Elly Reisman has stepped down from the Board of Directors

5. Full Description of Material Change

Please see attached press release.

6. Reliance on Confidentiality Provisions of Securities Legislation

Not applicable.

7. Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Senior Officers

For further information please contact

Jim A. Wright,

President and C.E.O., at (416) 798-1200 (ext. 340).

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 9^th day of November 2005.

By: “Jim A. Wright”

Jim A. Wright

President and C.E.O.

Lorus Therapeutics. Inc.

Contacts:

Lorus Therapeutics Inc.	Media Contacts	US Investor Relations
Grace Tse	Susana Hsu / Emily Brunner	Tim Clemensen
Corporate Communications	Mansfield Communications	Rubenstein & Co.
Tel: (416) 798-1200 ext. 380	(416) 599-0024 / (212) 370-5045	(212) 843-9337
Email: ir@lorusthera.com	susana@mcipr.com / emily@mcipr.com	tim@rir1.com

LORUS ANNOUNCES THAT ELLY REISMAN HAS STEPPED DOWN

FROM THE BOARD OF DIRECTORS

TSX:	LOR
AMEX:	LRP

TORONTO, CANADA, December 6, 2005 - Lorus Therapeutics Inc. ('Lorus'), a biopharmaceutical company specializing in the development and commercialization of pharmaceutical products and technologies for the management of cancer, today announced that Mr. Elly Reisman has stepped down from the Board of Directors to pursue other business activities.

Mr. Reisman indicated: “It is with regret that I hereby tender my resignation from the Board of Directors of Lorus Therapeutics. I have enjoyed my time on the Board and remain a strong supporter and shareholder of the company.”

Mr. Graham Strachan, Chairman of the Board, commented: “Mr. Reisman joined the Board on November 29, 1999, and has been an active participant in Board deliberations during his six year tenure. We thank him for his contributions and wish him well in his other business activities.”

About Lorus

Lorus is a biopharmaceutical company focused on the development and commercialization of cancer therapies. Lorus' goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has products in human clinical trials with a pipeline of eight clinical trials in Phase II clinical trial programs and recently has completed a Phase III registration clinical program. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin^â is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

EX-99.5 6 ex995.htm MATERIAL CHANGE REPORT DATED JANUARY 16, 2006 ex995.htm

Exhibit 99.5

LORUS THERAPEUTICS INC.

Material Change Report

Section 75(2) of the Securities Act (Ontario)

Section 85(1)(b) of the Securities Act (British Columbia)

Section 146(1)(b) of the Securities Act (Alberta)

Section 84(1)(b) of The Securities Act, 1988 (Saskatchewan)

Section 81(2) of the Securities Act (Nova Scotia)

Section 76(2) of the Securities Act (Newfoundland)

1. Reporting Issuer

Lorus Therapeutics Inc.

2 Meridian Road

Toronto, Ontario

M9W 4Z7

2. Date of Material Change

January 16, 2006

3. Press Release

The press release prescribed by section 75(1) of the Securities Act (Ontario) (and attached

hereto) was issued at Toronto on January 16, 2006.

4. Summary of Material Change

Lorus Therapeutics Inc. (“Lorus”) announced it had signed a term sheet in respect of a tax assisted financing which, if completed, will raise net cash proceeds of $21.6 million before transaction costs. In addition, Lorus has reached an agreement with the holder of its $15 million convertible secured debentures (the “Debentures”) The Erin Mills Investment Corporation, subject to the successful completion of the tax assisted financing transaction, to repay the Debentures prior to maturity.

5. Full Description of Material Change

Please see attached press release.

6. Reliance on Confidentiality Provisions of Securities Legislation

Not applicable.

7. Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Senior Officers

For further information please contact

Jim A. Wright,

President and C.E.O., at (416) 798-1200 (ext. 340).

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 25^th day of January 2006.

By: “Jim A. Wright”

Jim A. Wright

President and C.E.O.

Lorus Therapeutics. Inc.

Contacts:

Lorus Therapeutics Inc.	Media Contacts	US Investor Relations
Grace Tse	Susana Hsu / Emily Brunner	Tim Clemensen
Corporate Communications	Mansfield Communications	Rubenstein & Co.
Tel: (416) 798-1200 ext. 380	(416) 599-0024 / (212) 370-5045	(212) 843-9337
Email: ir@lorusthera.com	susana@mcipr.com / emily@mcipr.com	tim@rir1.com

LORUS ANNOUNCES $21.6 MILLION TAX ASSISTED FINANCING AND REPAYMENT OF CONVERTIBLE DEBENTURES

TSX:	LOR
AMEX:	LRP

TORONTO, CANADA, January 16, 2006 - Lorus Therapeutics Inc. (Lorus), a biopharmaceutical company specializing in the development and commercialization of pharmaceutical products and technologies for the management of cancer, announced that it has signed a term sheet in respect of a tax assisted financing which, if completed, will raise net cash proceeds of $21.6 million before transaction costs. The tax assisted financing is managed by Biotechnology Management Corporation (the “Manager”). The completion of the transaction is subject to a number of conditions precedent, including regulatory and corporate approvals and the completion of legal documentation satisfactory to the parties, and is expected to close on or before February 15, 2006.

Pursuant to the transaction, Lorus intends to licence certain patents relating to product candidates, Virulizin^®, GTI-2040 and GTI-2501 (the “Technology”) in designated countries as part of a transfer of Technology businesses (the “Business”) to a limited partnership, PHBLP XLIV Limited Partnership (the “Operating Partnership”). The Operating Partnership will commercialize the Business pursuant to the patent licence and Lorus (or a wholly-owned subsidiary of Lorus) as General Partner will manage the Operating Partnership after closing. Lorus will subscribe for Class B Units of the Operating Partnership and JBX Limited Partnership (“JBX”) will subscribe for Class A Units of the Operating Partnership. Lorus understands that the sole limited partner of JBX will be The Erin Mills Development Corporation. The Operating Partnership will continue to have the ability to sub-license the Technology to any potential partners with the potential to become a licence with Lorus when Lorus re-acquires the Business.

Between November 15, 2007 and June 30, 2009, Lorus will have the right to, and intends to, re-acquire the Business at its fair market value by purchasing all of the issued and outstanding Class A

Units of the Operating Partnership in consideration of, among other things, the issuance of between 25,846,000 and 32,308,500 common shares of Lorus. In connection with its participation in this transaction, Lorus will issue 10 million warrants to the Manager to acquire common shares of Lorus at an exercise price of $0.45 per common share.

In addition, Lorus has reached an agreement with the holder of its $15 million convertible secured debentures (the “Debentures”) The Erin Mills Investment Corporation (“TEMIC”), subject to the successful completion of the tax assisted financing transaction, to repay the Debentures prior to maturity. In consideration of the early repayment of the Debentures, TEMIC has agreed to cancel the warrants exercisable at $1.00 per common share that were originally issued upon entering into the Debentures in October 2004.

“This transaction will improve the financial position of Lorus both by eliminating our currently outstanding $15 million in convertible debentures, as well as the monthly interest costs of approximately $75,000 and the corresponding monthly issuance of approximately 250,0000 common shares to pay the interest. It will also provide Lorus with significant additional funds to use towards the advancement of our small molecule and antisense drug development programs.” said Dr. Jim Wright, President and C.E.O. “Lorus continues to focus on forming partnerships for drugs under clinical development, primarily, its proprietary antisense products, as well as Virulizin^®.”

About Lorus

Lorus is a biopharmaceutical company focused on the development and commercialization of cancer therapies. Lorus' goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has products in human clinical trials with a pipeline of eight clinical trials in Phase II clinical trial programs and recently has completed a Phase III registration clinical program. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin^â is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

EX-99.6 7 ex996.htm MATERIAL CHANGE REPORT DATED JULY 14, 2006 ex996.htm

Exhibit 99.6

Form 51-102F3

Material Change Report

Item 1 Name and Address of Company

Lorus Therapeutics Inc. (“Lorus”)

2 Meridian Road

Toronto, Ontario

M9W 4Z7

Item 2 Date of Material Change

July 14, 2006

Item 3 News Release

On July 14, 2006, Lorus issued a press release relating to the material change described below. The press release, a copy of which is attached to this report, was distributed by Canada Newswire.

Item 4 Summary of Material Change

Lorus has entered into an agreement with High Tech Beteiligungen GmbH & Co. KG (“High Tech”) to issue 28.8 million common shares at $0.36 per share for gross proceeds of $10.4 million.

Item 5 Full Description of Material Change

Lorus has entered into an agreement with High Tech (the “Share Purchase Agreement”) to issue 28.8 million common shares at $0.36 per share for gross proceeds of $10.4 million. The subscription price represents a premium of 7.5% over the closing price of the common shares on the Toronto Stock Exchange on July 13, 2006.

The closing is subject to certain conditions, including the approval of the Toronto Stock Exchange, the American Stock Exchange and the filing and clearance of a prospectus in Ontario qualifying the issuance of the common shares. The transaction is expected to close on or before August 14, 2006.

In accordance with the terms of the Share Purchase Agreement, Lorus has agreed not to issue any common shares or securities convertible into common shares, subject to certain limited exceptions until July 31, 2007, at a price of less than $0.36 per common share and not to pursue any equity financing from the date of the Share Purchase agreement until the earlier of the closing date and September 30, 2006. High Tech will also have the

right to nominate one nominee for the board of directors of Lorus or, if it does not have an nominee, it will have the right to appoint an observer to the board. In addition, certain named executives officers of Lorus will sign “lock-up” agreements on the closing date whereby they will agree not to dispose of their common shares for a period of 30 days following the closing date, and for the 30 days immediately following such 30 period, they will agree not to dispose greater than 50% of the aggregate number of common shares the they hold as at the closing date.

In connection with the transaction, High Tech will have a demand right to request, an aggregate number of five times, the registration or qualification of the common shares for resale in the United States and Canada, subject to certain restrictions. High Tech will also be granted piggy-back rights to enable it to sell its shares in connection with a public offering of shares of Lorus, subject to certain exceptions. These registration and piggy-back rights will expire, at the latest, on June 30, 2012 and will be documented in a Registration Rights Agreement to be entered into on the closing date.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following executive officer of Lorus is knowledgeable about the material change and may be contacted by any of the Securities Commissions in respect of the change:

Name:	Jim A. Wright
Title:	President and Chief Executive Officer
Telephone:	(416) 798-1200 (ext. 340)

Item 9 Date of Report

July 19, 2006

- 2 -

NOT FOR DISSEMINATION TO US NEWS WIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES

Contacts:

Lorus Therapeutics Inc.	Media Contacts:

Grace Tse	Susana Hsu / Emily Brunner
Corporate Communications	Mansfield Communications
(416) 798-1200 ext. 380	(416) 599-0024 / (212) 370-5045
Email:ir@lorusthera.com	susana@mcipr.com / emily@mcipr.com

TSX:	LOR
AMEX:	LRP

LORUS THERAPEUTICS ENTERS INTO SUBSCRIPTION AGREEMENT WITH

HIGHTECH BETEILIGUNGEN

TORONTO, CANADA - July 14, 2006 - Lorus Therapeutics Inc. (“Lorus”) a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced it has entered into an agreement with HighTech Beteiligungen GmbH & Co. KG (“HighTech”) to issue 28.8 million common shares at $0.36 per share for gross proceeds of $10.4 million. The subscription price represents a premium of 7.5 % over the closing price of the common shares on the Toronto Stock Exchange on July 13, 2006.

In connection with the transaction, HighTech will receive demand registration rights that will enable HighTech to request the registration or qualification of the common shares for resale in the United States and Canada, subject to certain restrictions. These demand registration rights will expire on June 30, 2012. In addition, HighTech will have the right to nominate one nominee for the board of directors of Lorus or, if it does not have a nominee, it will have the right to appoint an observer to the board.

HighTech (www.htpe.com), founded in 1999, is a leading European venture capital fund focused exclusively on providing financial support for the development of innovative products based upon applied technologies and life sciences. HighTech manages its funds from offices in Germany and Liechtenstein. Life sciences companies in the HighTech portfolio have development programs in neurology, rheumatology and oncology and are managed by professionals with both operational and strategic experience within these areas.

“Lorus is pleased to announce this transaction with HighTech,” said Dr. Jim Wright, President and CEO. “The proceeds from this financing will allow us to advance the clinical development of GTI-2040 as well as accelerate our small molecule program and we are looking forward to a strong productive relationship.”

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 common shares in any state in the United States in which such offer, solicitation or sale would be unlawful. The common shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended.

- 3 -

About Lorus

Lorus is a biopharmaceutical company focused on the research and development of cancer therapies. Lorus’ goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has three products in human clinical trial assessment with a pipeline of eight clinical trials in phase II clinical trial programs and one recently completed phase III registration clinical trial. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin^® is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

Except for historical information, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the Company’s current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties, including, but not limited to, changing market conditions, the Company’s ability to obtain patent protection and protect its intellectual property rights, commercialization limitations imposed by intellectual property rights owned or controlled by third parties, intellectual property liability rights and liability claims asserted against the Company, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process, product development delays, the Company’s ability to attract and retain business partners and key personnel, future levels of government funding, the Company’s ability to obtain the capital required for research, operations and marketing and other risks detailed from time-to-time in the Company’s ongoing quarterly filings, annual information forms, annual reports and 40-F filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Lorus Therapeutics Inc.’s recent press releases are available through the Company’s Internet site: http://www.lorusthera.com.

NOT FOR DISSEMINATION TO US NEWS WIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES

- 4 -

EX-99.7 8 ex997.htm MATERIAL CHANGE REPORT DATED JULY 24, 2006 ex997.htm

Exhibit 99.7

Form 51-102F3
Material Change Report

Item 1 Name and Address of Company

Lorus Therapeutics Inc. (“Lorus”)
2 Meridian Road
Toronto, Ontario
M9W 4Z7

Item 2 Date of Material Change

July 24, 2006

Item 3 News Release

On July 25, 2006, Lorus issued a press release relating to the material change described below. The press release, a copy of which is attached to this report, was distributed by Canada Newswire.

Item 4 Summary of Material Change

Lorus has entered into an agreement with Technifund Inc. (“Technifund”) to issue 5 million common shares at $0.36 per share for gross proceeds of $1.8 million.

Item 5 Full Description of Material Change

Lorus has entered into an agreement with Technifund (the “Share Purchase Agreement”) to issue 5 million common shares at $0.36 per share for gross proceeds of $1.8 million.

The closing is subject to certain conditions, including the approval of the Toronto Stock Exchange, the American Stock Exchange, and the closing of the transaction between Lorus and High Tech Beteiligungen GmbH & Co. KG (“High Tech”) (previously announced on July 14, 2006) to issue and sell to High Tech 28.8 million common shares at a price of $0.36 per common share, which is expected to close on or before August 14, 2006 and not later than September 30, 2006.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following executive officer of Lorus is knowledgeable about the material change and may be contacted by any of the Securities Commissions in respect of the change:

Name:	Jim A. Wright
Title:	President and Chief Executive Officer
Telephone:	(416) 798-1200 (ext. 340)

Item 9 Date of Report

August 2, 2006

News release via Canada NewsWire, Toronto 416-863-9350

Attention Business Editors:

Lorus Therapeutics Announces Proposed $1.8 Million Private Placement

TSX: LOR AMEX: LRP>>

TORONTO, July 25 /CNW/ - Lorus Therapeutics Inc. ("Lorus") a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced it has entered into an agreement with Technifund Inc. ("Technifund") to issue on a private placement basis, 5 million common shares at $0.36 per share for gross proceeds of $1.8 million.

The closing is subject to certain conditions, including the approval of the Toronto Stock Exchange, the American Stock Exchange, and the closing of the transaction between Lorus and High Tech Beteiligungen GmbH & Co. KG (previously announced on July 14, 2006) to issue and sell to High Tech 28.8 million common shares at a price of $0.36 per common share, which is expected to close on or before August 14, 2006 and not later than September 30, 2006.

About Lorus

Lorus is a biopharmaceutical company focused on the research and development of cancer therapies. Lorus' goal is to capitalize on its research, preclinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. Late-stage clinical development and marketing may be done in cooperation with strategic pharmaceutical partners. Lorus currently has products in human clinical trials with a pipeline of seven clinical trials in Phase II clinical trial programs, as well as one Phase II and one Phase III clinical trial recently completed. Lorus Therapeutics Inc. is a public company listed on the Toronto Stock Exchange under the symbol LOR, and on the American Stock Exchange under the symbol LRP. Virulizin(R) is a registered trademark of Lorus Therapeutics Inc.

Forward Looking Statements

to attract and retain business partners and key personnel, future levels of government funding, the Company's ability to obtain the capital required for research, operations and marketing and other risks detailed from time-to-time in the Company's ongoing quarterly filings, annual information forms, annual reports and 40-F filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Lorus Therapeutics Inc.'s recent press releases are available through the Company's Internet site: http://www.lorusthera.com.

%SEDAR: 00002368EF

/For further information: Lorus Therapeutics Inc., Grace Tse, Corporate Communications, (416) 798-1200 ext. 380, ir(at)lorusthera.com; Media Contacts: Susana Hsu, Mansfield Communications, (416) 599-0024, susana(at)mcipr.com/

(LOR. LRP)

CO: Lorus Therapeutics Inc.

CNW 07:00e 25-JUL-06