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 March, 2014
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-_______________.
SIGNATURE
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: March 31, 2014 | By: | /s/ “Elizabeth Williams” |
Elizabeth Williams | ||
Director of Finance and Controller |
EXHIBIT INDEX
99.1 | News Release Dated March 27, 2014 - LORUS THERAPEUTICS ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS |
99.2 | Report of Voting Results |
Exhibit 99.1
LORUS THERAPEUTICS ANNOUNCES RESULTS
OF
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
Toronto, Ontario, March 27, 2014 – Lorus Therapeutics Inc. (TSX:LOR) (“Lorus” or the “Company”) is pleased to announce that all of the nominees listed in the management proxy circular dated February 24, 2014 were elected as directors of Lorus at the Company’s annual and special meeting of shareholders held today in Toronto (the “Meeting”).
Each of the directors was elected by a majority of the votes cast by shareholders present at the Meeting or represented by proxy. The results of the vote are detailed below:
Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
Dr. Denis Burger | 26,516,223 | 99.90 | 27,125 | 0.10 |
Dr. William G. Rice | 26,079,554 | 98.25 | 463,794 | 1.75 |
Dr. Bradley Thompson | 25,978,864 | 97.87 | 564,484 | 2.13 |
Dr. Brian Underdown | 26,075,592 | 98.24 | 467,756 | 1.76 |
Dr. Mark D. Vincent | 25,977,168 | 97.87 | 566,180 | 2.13 |
Warren Whitehead | 26,236,619 | 98.84 | 306,729 | 1.16 |
Dr. Jim A. Wright | 26,413,818 | 99.51 | 129,530 | 0.49 |
At the Meeting, Lorus shareholders also voted to re-appoint KPMG LLP as auditor of the Company.
In addition, a special resolution approving certain amendments to the share option plan, the deferred share unit plan and the alternate compensation plan of the Corporation to remove the insider participation limits and remove the individual limit was approved by the required majority of shareholders present at the Meeting or represented by proxy.
Please refer to the Company’s management proxy circular available on SEDAR at www.sedar.com for more details on the matters covered at the Meeting. Final voting results on all matters voted on at the Meeting will also be filed on SEDAR.
About Lorus
Lorus is a clinical stage biotechnology company with a commitment to discovering and developing targeted therapies addressing unmet medical needs in oncology. We aim to develop therapeutics focused on novel cellular targets on the leading edge of cancer research coupled to companion diagnostics to identify the optimal patient population for our products. Our pipeline of cancer drug candidates includes small molecule products and immunotherapies providing additive or synergistic efficacy without leading to overlapping toxicities with existing anti-cancer regimens, facilitating the adoption of doublet or possibly triplet therapies. 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 US securities laws. Such statements include, but are not limited to, statements relating to 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 risks and uncertainties 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. Such statements may not 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.
Enquiries:
For further information, please contact:
Greg Chow, Chief Financial Officer
416-798-1200
gchow@lorusthera.com
Exhibit 99.2
Report of Voting Results
Lorus Therapeutics Inc.
In accordance with Section 11.3 of National Instrument 51-102, the following describes the matters voted upon and the outcome of the votes at the annual and special meeting of shareholders of Lorus Therapeutics Inc. (the “Corporation”) held on March 27, 2014 in Toronto, Ontario.
Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
Dr. Denis Burger | 26,516,223 | 99.90 | 27,125 | 0.10 |
Dr. William G. Rice | 26,079,554 | 98.25 | 463,794 | 1.75 |
Dr. Bradley Thompson | 25,978,864 | 97.87 | 564,484 | 2.13 |
Dr. Brian Underdown | 26,075,592 | 98.24 | 467,756 | 1.76 |
Dr. Mark D. Vincent | 25,977,168 | 97.87 | 566,180 | 2.13 |
Warren Whitehead | 26,236,619 | 98.84 | 306,729 | 1.16 |
Dr. Jim A. Wright | 26,413,818 | 99.51 | 129,530 | 0.49 |
In total, 28,744,423 shares of the Corporation (representing approximately 46.36% of the issued and outstanding shares) were represented in person or by proxy at the meeting.
Yours very truly,
/s/ Gregory Chow
Gregory Chow
Chief Financial Officer
EXTRACT FROM PAGE 11 OF THE
CORPORATIONS’ MANAGEMENT INFORMATION CIRCULAR
Amendments to the Share Option Plan, the DSU Plan and the ACP Plan
BE IT RESOLVED THAT:
1. | The Corporation is hereby authorized to amend its share option plan (the “Share Option Plan”), deferred share unit plan (the “DSU Plan”) and alternate compensation plan (the “ACP Plan” and, collectively with the Share Option Plan and the DSU Plan, the “Plans”) to: (i) remove the insider participation limits that currently provides that the number of common shares of the Corporation (the “Shares”) issuable to insiders of the Corporation, at any time, under all security based compensation arrangements of the Corporation cannot exceed 10% of the issued and outstanding Shares of the Corporation, that the number of Shares issued to insiders, within any one year period, under the any security based compensation arrangement of the Corporation cannot exceed 10% of the issued and outstanding Shares of the Corporation and that any one insider may not, within a 12 month period, be issued a number of Shares under any security based compensation arrangement of the Corporation exceeding 10% of the number of issued and outstanding Shares of the Corporation; and (ii) remove the individual limit that provides that the number of Shares reserved for issuance under the security based compensation arrangements may not exceed 5% of the number of issued and outstanding Shares of the Corporation; and |
2. | Any director or officer of the Corporation is authorized and directed to execute and deliver for and in the name of and on behalf of the Corporation, under its corporate seal or otherwise, all such certificates, instruments, agreements, notices and other documents and to do such other acts and things as, in the opinion of such persons, may be necessary or desirable in connection with the proposed amendments to the Plans, with the performance of the Corporation of its obligations in connection therewith, and to give effect to the foregoing and facilitate the implementation of the foregoing resolutions. |