0001279569-11-001010.txt : 20110826 0001279569-11-001010.hdr.sgml : 20110826 20110826144525 ACCESSION NUMBER: 0001279569-11-001010 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20110826 FILED AS OF DATE: 20110826 DATE AS OF CHANGE: 20110826 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: 111059510 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 August, 2011
 
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-_______________.




 
 
 
 

 
 
SIGNATUR

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: August 26, 2011
By:  /s/ “Elizabeth Williams”
    Elizabeth Williams
    Director of Finance and Controller


 
 

 
 
EXHIBIT INDEX
 
99.1
News Release dated June 21, 2011 - LORUS THERAPEUTICS FILES PRELIMINARY SHORT FORM PROSPECTUS FOR OFFERING OF UNITS
99.2
News Release dated July 22, 2011 - LORUS THERAPEUTICS FILES FINAL SHORT FORM PROSPECTUSFOR OFFERING OF UNI
99.3
News Release dated August 8, 2011 - LORUS THERAPEUTICS PROVIDES UPDATE ON OFFERING OF UNITS
99.4
News Release dated August 15, 2011 - LORUS THERAPEUTICS COMPLETES UNIT OFFERING, RAISING APPROXIMATELY $2.2 MILLION
99.5
News Release dated August 26, 2011 - LORUS THERAPEUTICS REPORTS RESULTS FOR FISCAL YEAR 2011

EX-99.1 2 ex991.htm NEWS RELEASE DATED JUNE 21, 2011 ex991.htm
 
Exhibit 99.1
 
 
 
logo
NEWS RELEASE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

LORUS THERAPEUTICS FILES PRELIMINARY SHORT FORM
PROSPECTUS FOR OFFERING OF UNITS

TORONTO, CANADA - June 21, 2011 - Lorus Therapeutics Inc. (TSX: LOR) (“Lorus” or the “Corporation”), a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta in connection with a best efforts offering of units to raise gross proceeds of a minimum of $2.0 million (the “Minimum Offering”), each unit consisting of one common share and one-half of one common share purchase warrant of the Corporation.

Bloom Burton & Co. Inc. and Euro Pacific Canada Inc. are acting as the Corporation’s agents in connection with the offering. Final pricing and determination of the minimum and maximum number of units to be offered under the offering will occur immediately prior to the filing of the (final) short form prospectus in respect of the offering.

The Corporation expects to use the net proceeds from the offering to further advance LOR-253 to the end of Phase I and for working capital and general corporate purposes. 
 
Closing of the offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the Toronto Stock Exchange.

In addition, Herbert Abramson, a director of the Corporation and a holder of approximately 45% of the Corporation’s issued and outstanding common shares, has entered into an irrevocable commitment letter with the Corporation, subject to completion of the Minimum Offering and to regulatory approval (which may include shareholder approval), to purchase, directly or indirectly, subject to the conditions set forth herein, common shares and common share purchase warrants (or as may otherwise be agreed) in the capital of Lorus (collectively the “Securities”) having an aggregate subscription price equal to the difference (the “Commitment Amount”), if any, between (a) the sum of (i) the gross proceeds realized by Lorus in the offering and (ii) the gross proceeds received by Lorus in respect of all financings completed by Lorus from the date of the (final) short form prospectus to November 30, 2011 and (b) $4.0 million.

If an agreement between Mr. Abramson and the Corporation cannot be reached with respect to the price of the Securities or if regulatory approval (including shareholder approval) is not received, Mr. Abramson has agreed to loan the Corporation an amount equal to the Commitment Amount at a rate of interest of 10% per year, which loan will mature on November 30, 2012 and on which Lorus will make interest only payments on a monthly basis.

Mr. Abramson has also indicated to the Corporation his intention to purchase his pro rata share of the units issuable in connection with the offering, up to an investment amount of approximately $2.0 million.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Corporation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

 
 

 
 
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to the offering and the purposes for which the net proceeds from the offering will be used and other statements including words such as “continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release. Such expressed or implied risk factors and assumptions could include, among others: our ability to continue to operate as a going concern; any failure to complete the offering (including our inability to obtain regulatory approval); the amount of the actual proceeds of the offering and our use of the proceeds from the offering; obtaining regulatory approvals (which may include shareholder approval) with respect to the commitment by Mr. Abramson to provide us with additional funding; Mr. Abramson’s intention to purchase his pro rata share of the offering; our ability to obtain the capital required for research and operations; the possible adverse affect of continuing negative market conditions; and other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

Lorus’ recent press releases are available through its website at www.lorusthera.com.  For Lorus' regulatory filings on SEDAR, please go to www.sedar.com.  For SEDAR filings prior to July 10, 2007 you will find these under the company profile for Global Summit Real Estate Inc. (Old Lorus).
 
 
For further information, please contact:

Lorus Therapeutics Inc.
Elizabeth Williams, Director of Finance, 1-416-798-1200 ext. 372
ewilliams@lorusthera.com

EX-99.2 3 ex992.htm NEWS RELEASE DATED JULY 22, 2011 ex992.htm
 
Exhibit 99.2
 
 
 
logo
NEWS RELEASE
 
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

LORUS THERAPEUTICS FILES FINAL SHORT FORM PROSPECTUS
FOR OFFERING OF UNITS

TORONTO, CANADA - July 22, 2011 - Lorus Therapeutics Inc. (TSX: LOR) (“Lorus” or the “Corporation”), a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced that it has filed a final short form prospectus with the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta in connection with a best efforts offering (the “Offering”) of a minimum of 5,000,000 units of the Corporation (the “Units”) at a price of $0.40 per Unit for gross proceeds of $2,000,000 and a maximum of 10,000,000 Units for gross proceeds of $4,000,000. Each Unit will consist of one common share of the Corporation (a “Common Share”) and one common share purchase warrant of the Corporation (a “Warrant”). Each warrant will entitle the holder to purchase one Common Share for five years after the closing of the Offering at an exercise price of $0.45 per Common Share (the “Exercise Price”). If on any date (the “Accelerated Exercise Date”) the 10-day volume weighted average trading price of the Common Shares on the Toronto Stock Exchange equals or exceeds 200% of the Exercise Price, then upon the Corporation sending the holders of Warrants written notice of such Accelerated Exercise Date and issuing a news release announcing such Accelerated Exercise Date, the Warrants shall only be exercisable for a period of 30 days following the date on which such written notice is sent to holders of Warrants.

Euro Pacific Canada Inc. is acting as the Corporation’s agent in connection with the Offering. The closing of the Offering is expected to occur on or about August 2, 2011.

The Corporation expects to use the net proceeds from the Offering to further advance LOR-253 to the end of a Phase I clinical trial and for working capital and general corporate purposes. 

Closing of the Offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the Toronto Stock Exchange.

Herbert Abramson, a director of the Corporation, may purchase up to 2,228,771 Units pursuant to the minimum offering and up to 2,725,000 Units pursuant to the maximum offering. In the event of the completion of the minimum offering of 5,000,000 Units, Mr. Abramson will own, directly or indirectly, 9,220,312 Common Shares (approximately 44.58% of the issued and outstanding Common Shares). In the event of the completion of the maximum offering of 10,000,000 Units, Mr. Abramson will own, directly or indirectly, 9,716,541 Common Shares (approximately 37.8% of the issued and outstanding Common Shares). Mr. Abramson also owns stock options exercisable into 19,999 common shares and warrants exercisable into 3,600,259 common shares. If Mr. Abramson were to subscribe for 2,228,771 Units pursuant to the Minimum Offering (2,725,000 Units pursuant to the Maximum Offering) and exercised all of the options and warrants held by him, Mr. Abramson would own an aggregate of 15,069,341 Common Shares pursuant to the Minimum Offering (16,061,799 pursuant to the Maximum Offering), representing approximately 56.8%
of the then issued and outstanding Common Shares pursuant to the Minimum Offering (50.1% pursuant to the Maximum Offering) on a partially diluted basis, that is, assuming no options or warrants were exercised by other holders.

As Mr. Abramson currently has beneficial ownership of, or control or direction over, more than 10% of the Common Shares, if Mr. Abramson participates in the Offering, it would constitute a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction would be exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as at the time the Offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering as it relates to the related party exceeded 25% of the Corporation’s market capitalization determined in accordance with MI 61-101.

 
 

 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Corporation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to the offering and the purposes for which the net proceeds from the offering will be used and other statements including words such as “continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release. Such expressed or implied risk factors and assumptions could include, among others: our ability to continue to operate as a going concern; any failure to complete the offering (including our inability to obtain regulatory approval); the amount of the actual proceeds of the offering and our use of the proceeds from the offering; our ability to obtain the capital required for research and operations; the possible adverse affect of continuing negative market conditions; and other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

Lorus’ recent press releases are available through its website at www.lorusthera.com.  For Lorus' regulatory filings on SEDAR, please go to www.sedar.com.  For SEDAR filings prior to July 10, 2007 you will find these under the company profile for Global Summit Real Estate Inc. (Old Lorus).
For further information, please contact:

Lorus Therapeutics Inc.
Elizabeth Williams, Director of Finance, 1-416-798-1200 ext. 372
ewilliams@lorusthera.com

EX-9.3 4 ex993.htm NEWS RELEASE DATED AUGUST 8, 2011 ex993.htm
Exhibit 99.3
 
 
 
logo
NEWS RELEASE
 
 
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

LORUS THERAPEUTICS PROVIDES UPDATE ON OFFERING OF UNITS

TORONTO, CANADA - August 8, 2011 - Lorus Therapeutics Inc. (TSX: LOR) (“Lorus” or the “Corporation”), a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced that the short form prospectus offering of units previously announced on July 22, 2011 is now expected to close on or about August 15, 2011.

Closing of the Offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the Toronto Stock Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Corporation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to the offering and the purposes for which the net proceeds from the offering will be used and other statements including words such as “continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release. Such expressed or implied risk factors and assumptions could include, among others: our ability to continue to operate as a going concern; any failure to complete the offering (including our inability to obtain regulatory approval); the amount of the actual proceeds of the offering and our use of the proceeds from the offering; our ability to obtain the capital required for research and operations; the possible adverse affect of continuing negative market conditions; and other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

Lorus’ recent press releases are available through its website at www.lorusthera.com.  For Lorus' regulatory filings on SEDAR, please go to www.sedar.com.  For SEDAR filings prior to July 10, 2007 you will find these under the company profile for Global Summit Real Estate Inc. (Old Lorus).
 
 
For further information, please contact:

Lorus Therapeutics Inc.
Elizabeth Williams, Director of Finance, 1-416-798-1200 ext. 372
ewilliams@lorusthera.com

EX-99.4 5 ex994.htm NEWS RELEASE DATED AUGUST 15, 2011 ex994.htm
Exhibit 99.4
 
 
 
logo
NEWS RELEASE
 
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
 
Lorus Therapeutics Completes Unit Offering,
Raising Approximately $2.2 Million

TORONTO, CANADA, August 15, 2011 - Lorus Therapeutics Inc. (TSX: LOR) (“Lorus”), a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced that it has completed the previously announced unit offering of 5,484,000 units (each, a “Unit”) at a price of $0.40 per Unit, representing gross proceeds of approximately $2.2 million (the “Offering”).

Each Unit is comprised of one common share (a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant has an exercise price of $0.45, exercisable for a period of 5 years following the closing date of the Offering. If on any date (the “Accelerated Exercise Date”) the 10-day volume weighted average trading price of the Common Shares on the Toronto Stock Exchange equals or exceeds 200% of the exercise price, then upon Lorus sending the holders of Warrants written notice of such Accelerated Exercise Date and issuing a news release announcing such Accelerated Exercise Date, the Warrants shall only be exercisable for a period of 30 days following the date on which such written notice is sent to holders of Warrants.

The Offering was effected, on an agency basis, in each of the provinces of British Columbia, Alberta and Ontario by way of a short form prospectus.

Herbert Abramson, a director of Lorus, participated in the Offering and acquired 2,444,500 Units.  After the close of the Offering Mr. Abramson holds, directly or indirectly, 9,436,041 common shares of Lorus (44.58% of the issued and outstanding), 6,044,759 common share purchase warrants and 19,999 common stock options.  If Mr. Abramson were to exercise all of the warrants and options held by him he would hold 15,500,799 common shares of Lorus  (56.9% of the issued and outstanding on a partially diluted basis). Lorus has been advised that Mr. Abramson acquired the Units for investment purposes and he reserves the right to acquire further securities of Lorus depending on market conditions and other relevant factors. An early warning report in respect of his transaction will be filed on SEDAR.
 
 
Pursuant to the commitment letter provided by Mr. Abramson, the remaining funding commitment following the close of the Offering is $1.8 million. Should Lorus be unable to secure financing from other sources prior to November 30, 2011 Mr. Abramson has agreed to provide $1.8 million to Lorus by way of equity investment or promissory note.  Mr. Abramson’s commitment may be subject to additional approvals, including shareholder approval.

The Corporation expects to use the net proceeds from the Offering to further advance LOR-253 to the end of a Phase I clinical trial and for working capital and general corporate purposes. 

Information for United States Shareholders
This news release does not constitute an offer to sell or the solicitation of an offer to buy and of these securities in the United States. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or an available exemption from such registration requirements.

 
 

 
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to the Offering and the purposes for which the proceeds from the Offering will be used and other statements including words such as “continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release. Such expressed or implied risk factors and assumptions could include, among others: our ability to continue to operate as a going concern; Lorus’ proposed uses of proceeds from the Offering; the fulfillment of Mr. Abramson’s remaining commitment and the obtaining of any necessary regulatory approvals, our ability to obtain the capital required for research and operations; the possible adverse affect of continuing negative market conditions; and other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

Lorus’ recent press releases are available through its website at www.lorusthera.com.   For Lorus' regulatory filings on SEDAR, please go to www.sedar.com.
 
 
For further information, please contact:

Lorus Therapeutics Inc.
Elizabeth Williams, Director of Finance, 1-416-798-1200 ext. 372
ewilliams@lorusthera.com


EX-99.5 6 ex995.htm NEWS RELEASE DATED AUGUST 26, 2011 ex995.htm
Exhibit 99.5
 
 
 
logo
NEWS RELEASE
 
Lorus Therapeutics Reports Results for Fiscal Year 2011

TORONTO, CANADA - August 26, 2011 - Lorus Therapeutics Inc. (TSX: LOR) (“Lorus” or the “Company”) a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today reported financial results for the twelve months ended May 31, 2011.  Unless specified otherwise, all amounts are in Canadian dollars.

2011 HIGHLIGHTS

Corporate Highlights

 
Subsequent to year-end the Company completed a unit offering of 5,484,000 units at a price of $0.40 per unit, representing gross proceeds of approximately $2.2 million.  Each unit is comprised of one common share and one common share purchase warrant.  In connection with the offering a director of the Company, Mr. Abramson, provided a commitment letter to the Company to guarantee that total funding to be provided to the Company by November 30, 2011 would be at least $4 million.  Following the completion of the unit offering, the remaining funding commitment is $1.8 million. Should Lorus be unable to secure financing from other sources prior to November 30, 2011 Mr. Abramson has agreed to provide $1.8 million to Lorus by way of equity investment or promissory note.
 
Completed a rights offering raising net proceeds of $4.2 million through the issuance of 4.2 million units of Lorus at a price of $1.11 per unit.  Each unit consisted of one common share and one common share purchase warrant exercisable into one common share of Lorus at a price of $1.33 until May 8, 2012.  Mr. Abramson subscribed for 3.6 million of the units for proceeds of $4 million.
 
Closed a private placement of 1.6 million common shares of the Corporation at a price of C$1.05 per share for gross proceeds of approximately C$1.66 million. No commission was paid in connection with the private placement. Mr. Abramson subscribed for 1,410,000 common shares, of the total number of common shares issued through the private placement.

Drug Development Highlights

 
LOR-2040 Program:
 
Publication of a research article by investigators at Ohio State University demonstrating that Lorus’ lead cancer drug LOR-2040, synergistically improves the anticancer effects of the chemotherapy drug Ara-C. The results in the article provide additional support and mechanistic justification for the continuing clinical program of LOR-2040 in combination with Ara-C in the treatment of relapsed and refractory acute myeloid leukemia.

 
LOR-253 Program:
 
Announcement enrolment of the first cancer patient in a Phase I clinical study evaluating Lorus’ small molecule anticancer drug candidate LOR-253. The primary objectives of the study are to determine the maximum tolerated dose and recommended Phase II dose of LOR-253. The study is being conducted at the Memorial Sloan Kettering Cancer Center, which is a recognized world leader in the investigation of novel cancer therapies.
 
Presentation of new data related to Lorus’ lead small molecule anti-cancer drug candidate LOR-253 at the 102nd Annual Meeting of the American Association for Cancer Research in Orlando, Florida. The presentation included preclinical results on the anticancer efficacy of LOR-253 in human lung cancer, as well as an overview of the ongoing Phase I clinical trial for LOR-253 in advanced or metastatic solid tumors.
 
 
 
Other Programs:
 
Announced publication of a peer-reviewed scientific article describing synthesis and antibacterial activity of novel antimicrobial compounds from Lorus’ small molecule program. The article reported the results of studies on the chemical synthesis and in vitro activity of a series of new compounds against multidrug resistant bacterial strains, including methicillin-resistant Staphylococcus aureus (MRSA). The studies showed that many of these compounds exhibited potent growth inhibition of MRSA strains. Some of the compounds showed comparable antibacterial activity to that of vancomycin and higher activity than linezoid, both of which are antibiotics currently used to treat serious bacterial infections.
 
Allowed a key patent in the United States for composition of matter of Lorus’ lead antimicrobial compound LOR-220 and related small molecules. This patent also provides Lorus with patent protection for antimicrobial compositions based on LOR-220 for inhibiting growth of a variety of drug-resistant bacteria, including MRSA and vancomycin-resistant enterococci. This was the first U.S. patent allowance from Lorus’ small molecule program.
 

 
1

 
 
FINANCIAL RESULTS

Loss from operations for the year ended May 31, 2011 decreased to $5.0 million ($0.38 per share) compared to $5.7 million  ($0.61 per share) for the year ended May 31, 2010 and decreased further from the loss of $9.3 million ($1.13 per share) for the year ended May 31, 2009.  For the year ended May 31, 2011 net loss and other comprehensive loss was $5.0 million ($0.38 per share) compared with net earnings and other comprehensive earnings of $5.3 million (earnings of $0.57 per share) for the year ended May 31, 2010 as a result of a $11.0 million gain on sale recognized on the extinguishment of the convertible debentures in June 2009.  For the year ended May 31, 2009 the Company recorded a gain on sale of shares of $450 thousand resulting in a net loss and other comprehensive loss for the period of $8.9 million ($1.08 per share).
 
The decrease in net loss from operations for the year ended May 31, 2011 compared with the prior year is due primarily to lower general and administrative costs of $863 thousand due to reduced personnel and overhead costs as well as one time financing charges of $569 thousand incurred in the prior year compared with $156 thousand in the current year as well as lower research and development costs of $219 thousand resulting from less spending on LOR-2040 compared with the prior year.  These cost reductions were offset by higher stock based compensation expense of $350 thousand in the current year.
 
The decrease in net loss from operations for the year ended May 31, 2010 compared with the prior year was due primarily to lower research and development costs of $1.2 million resulting from less spending on GLP-toxicity studies as well as an overall reduction in company spending to conserve cash balances, as well as reduced interest and accretion charges of $653 thousand and $1.6 million respectively, resulting from the settlement of the convertible debentures and lower stock based compensation costs of $270 thousand as a result of a lower share price in the year ended May 31, 2010.  These reductions were offset by a decrease in interest income from $270 thousand for the year ended May 31, 2009 to $21 thousand for the year ended May 31, 2010 as a result of lower cash and investment balances.
 
Research and development expenses totaled $2.3 million in the year ended May 31, 2011 compared to $2.5 million during the prior year and $3.8 million in 2009.  The decrease in expenditures of $0.2 million during the current year compared to the year ended May 31, 2010 is primarily a result of reduced spending on the development of LOR-2040 and emphasis on the development of LOR-253.  LOR-253 being at an earlier stage of development results in lower development costs.  In addition, we continue to reduce overall, non-critical research and development costs.
 
The decrease in research and development expenditures of $1.2 million for the year ended May 31, 2010 compared with the prior year is primarily a result of the cost of toxicity studies for LOR-253 completed in fiscal 2009.   No similar costs were incurred in the year ended May 31, 2010.
 
General and administrative expenses totaled $2.1 million for the year ended May 31, 2011 compared to $3.0 million in the prior year and $3.0 million in 2009.  General and administrative expenses were lower for the year ended May 31, 2011 compared with the prior year due to reduced personnel costs, lower patent charges due to one time charges in the prior year and a restructuring of our patent portfolio in effort to reduce costs and lower legal and board fees as well as lower costs associated with the terminated financing as discussed above.  We do not expect to incur any further expenses related to the terminated financing.
 
While the general and administrative expenses in the year ended May 31, 2010 were consistent with the year ended May 31, 2009, there were significant reductions to personnel, travel, board of directors and general office costs over the prior year offset by financing costs of $569 thousand associated with the terminated financing.
 
 
2

 
At May 31, 2011, we had cash and cash equivalents and short-term investments of $911 thousand compared to $914 thousand at May 31, 2010. Subsequent to year-end we completed a unit offering and obtained a commitment letter (described above) which will provide Lorus with $4 million in cash over the next 6 months.  Including the unit proceeds and commitment letter Lorus had $4.9 million available for use in fiscal 2012.
 
Management has forecasted that the Company’s current level of cash and cash equivalents, including the $4.0 million investment described above, will be sufficient to execute its current planned expenditures for the next ten to twelve months without further investment.  The Company is currently in evaluating several future funding alternatives.  Management believes that it will complete one of these arrangements in sufficient time to continue to execute its planned expenditures.  However, there can be no assurance that the capital will be available as necessary to meet these continuing expenditure, or if the capital is available, that it will be on terms acceptable to the Company.

Lorus Therapeutics Inc.
Consolidated Statements of Operations
(amounts in 000's except for per common share data)
   
Years Ended May 31
 
(Canadian dollars)
 
2011
   
2010
   
2009
 
REVENUE
  $     $ 131     $ 184  
                         
EXPENSES
                       
Research and development
    2,298       2,517       3,757  
General and administrative
    2,101       2,964       2,958  
Stock-based compensation
    526       176       446  
Depreciation and amortization of fixed assets
    56       86       189  
      4,981       5,743       7,350  
Interest expense
    71       54       707  
Accretion in carrying value of convertible debentures
          80       1,707  
Interest income
    (14 )     (21 )     (270 )
Loss from operation for the period
    (5,038 )     (5,725 )     (9,310 )
Gain on repurchase of convertible debentures    and transfer of assets
          11,006       -  
Gain on sale of shares
          50       450  
Net (loss) earnings and other comprehensive (loss) income for the period
    (5,038 )     5,331       (8,860 )
Basic and diluted (loss) earnings per common share
  $ ( 0.38 )   $ 0.57     $ ( 1.08 )
Weighted average number of common shares
                       
      outstanding used in the calculation of:
                       
      Basic (loss) earnings per share
    13,157       9,364       8,236  
      Diluted (loss) earnings per share
    13,157       9,379       8,236  

 
 
3

 
 
About Lorus
Lorus is a biopharmaceutical company focused on the research and development of novel therapeutics in cancer.  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 with other drugs, 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.  Lorus Therapeutics Inc. is listed on the Toronto Stock Exchange under the symbol LOR.
 
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to: financings, the establishment of corporate alliances, the Company’s plans, objectives, expectations and intentions and other statements including words such as “continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other similar expressions.  Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.  Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release.  Such expressed or implied forward looking statements could include, among others: our ability to continue to operate as a going concern; our ability to obtain the capital required for research and operations; the inherent risks in early stage drug development including demonstrating efficacy; development time/cost and the regulatory approval process; the progress of our clinical trials; our ability to find and enter into agreements with potential partners; our ability to attract and retain key personnel; changing market conditions; and other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.
 
Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein.  These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law.  We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
 
Lorus Therapeutics Inc.’s recent press releases are available through its website at www.lorusthera.com.   For Lorus' regulatory filings on SEDAR, please go to www.Sedar.com.
 
For further information, please contact:
 
Elizabeth Williams, 416-798-1200 ext. 372; ewilliams@lorusthera.com
 

4
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