Canada	2836	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

 

 

 

 

		Copies to:
Elizabeth Williams Lorus Therapeutics Inc. 2 Meridian Road Toronto, Ontario Canada  M9W 4Z7 (416) 798-1200		Daniel M. Miller Dorsey & Whitney LLP Suite 1605, Pacific Centre 777 Dunsmuir Street Vancouver, British Columbia Canada V7Y 1K4 (604) 687-5151		Vanessa Grant McCarthy Tétrault LLP Suite 5300, TD Bank Tower Toronto Dominion Centre Toronto, Ontario M5K 1E6 (416) 601-7525

 

 

 

 

 

 

 

 

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Shares (1)	-	-	-	-
Warrants (1)	-	-	-	-
Units	-	-	US$17,500,000(3)	US$1,248
Common Shares Underlying Placement Agent Warrants(2)	-	-	US$1,050,000(3)	US$75
Total	-	-	US$18,550,000(3)	US$1,323

(1)

Common shares and warrants will be issued as units, with each unit consisting of one common share of the Registrant and one half of one common share purchase warrant of the Registrant. Each whole common share purchase warrant of the Registrant will entitle the holder to purchase an additional common share of the Registrant in accordance with the terms and conditions of the common share purchase warrants. The common shares issuable upon exercise of the warrants are also being registered hereunder.

 

(2)	Represents common shares that may be issued upon exercise of placement agent warrants to purchase common shares equal to 6% of the number of units sold in the offering to be issued to the placement agent.

 

(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act of 1933.

 

(4)	Pursuant to Rule 416(a) under the Securities Act of 1933, there is also being registered such indeterminate number of additional common shares as may be issued from time to time with respect to shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

 

 

 

 

 

 

 

 

 

 

 

	Per Unit	Total
Public Offering Price	US$	US$
Placement Agent Fee	US$	US$
Proceeds to Lorus (before expenses)	US$	US$

 

 

 

 

ABOUT THIS PROSPECTUS		ii
FORWARD-LOOKING STATEMENTS		iv
SUMMARY			1
RISK FACTORS			5
USE OF PROCEEDS			14
SELECTED CONSOLIDATED FINANCIAL INFORMATION			14
CAPITALIZATION AND INDEBTEDNESS			16
DILUTION			16
SHARE OWNERSHIP			18
MAJOR SHAREHOLDERS			19
RELATED PARTY TRANSACTIONS			19
PRICE RANGE OF COMMON STOCK AND TRADING MARKETS			20
PLAN OF DISTRIBUTION			20
DESCRIPTION OF SHARE CAPITAL			22
DESCRIPTION OF WARRANTS			24
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			26
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			36
MATERIAL CONTRACTS			38
DIVIDEND POLICY			39
EXPERTS			39
LEGAL MATTERS			39
EXPENSES RELATING TO THIS OFFERING			39
ADDITIONAL INFORMATION			39
DOCUMENTS INCORPORATED BY REFERENCE			40
ENFORCEMENT OF CIVIL LIABILITIES			41

 

 

 

 

 

 

 

 

 

 

	Years Ended May 31,			Six Months Ended
	2007	2008	2009	November 30, 2009
Low	0.8437	0.9298	0.7692	0.8580
High	0.9347	1.0905	1.0058	0.9716
Average	0.8800	0.9860	0.8649	0.9177
End	0.9347	1.0058	0.9123	0.9457

 

 

 

 

•

our ability to obtain the substantial capital required to fund research and operations;

•

our plans to obtain partners to assist in the further development of our product candidates;

•

our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements;

•

our expectations regarding future financings;

•

our plans to conduct clinical trials;

•

our expectations regarding the progress and the successful and timely completion of the various stages of our drug discovery, pre-clinical and clinical studies and the regulatory approval process;

•

our plans, objectives, expectations and intentions; and

•

other statements including words such as “anticipate”, “contemplate”, “continue”, “believe”, “plan”, “estimate”, “expect”, “intend”, “will”, “should”, “may”, and other similar expressions.

 

 

•

our ability to continue to operate as a going concern;

•

our ability to obtain the substantial capital required to fund research and operations;

•

our lack of product revenues and history of operating losses;

•

our early stage of development, particularly the inherent risks and uncertainties associated with (i) developing new drug candidates generally, (ii) demonstrating the safety and efficacy of these drug candidates in clinical studies in humans, and (iii) obtaining regulatory approval to commercialize these drug candidates;

•

the progress of our clinical trials;

•

our liability associated with the indemnification of Old Lorus and its directors, officers and employees in respect of the Arrangement;

•

our ability to find and enter into agreements with potential partners;

•

our drug candidates require time-consuming and costly preclinical and clinical testing and regulatory approvals before commercialization;

•

clinical studies and regulatory approvals of our drug candidates are subject to delays, and may not be completed or granted on expected timetables, if at all, and such delays may increase our costs and could delay our ability to generate revenue;

•

the regulatory approval process;

•

our ability to attract and retain key personnel;

•

our ability to obtain patent protection and protect our intellectual property rights;

•

our ability to protect our intellectual property rights and to not infringe on the intellectual property rights of others;

•

our ability to comply with applicable governmental regulations and standards;

•

development or commercialization of similar products by our competitors, many of which are more established and have or have access to greater financial resources than us;

•

commercialization limitations imposed by intellectual property rights owned or controlled by third parties;

•

our business is subject to potential product liability and other claims;

•

our ability to maintain adequate insurance at acceptable costs;

•

further equity financing may substantially dilute the interests of our shareholders;

•

changing market conditions; and

•

other risks detailed from time-to-time in our on-going quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the SEC, and those which are discussed under the heading “Risk Factors” in this prospectus and in our Annual Report on Form 20-F for the fiscal year ended May 31, 2009, which is incorporated by reference into this prospectus.

 

 

 

 

 

 

 

•

RNA-targeted (antisense and siRNA) therapies, based on synthetic segments of DNA or RNA designed to bind to the messenger RNA that is responsible for the production of proteins over-expressed in cancer cells;

 

•

small molecule therapies based on anti-angiogenic, anti-proliferative and anti-metastatic agents; and

 

•

immunotherapy, based on macrophage-stimulating biological response modifiers.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer:	Lorus Therapeutics Inc.
The Offering:	A total of           units, each unit consisting of one common share and  one half of one common share purchase warrant. The warrants are not attached to the common shares and the warrants and common shares will separate and be separately transferable immediately on the closing of the offering. There will be no minimum offering amount.
Warrants	Each whole warrant will entitle the holder to purchase one common share at any time beginning on the closing date of the offering until 5:00 p.m. (Eastern time) on the date that is five years following the closing date of the offering. The initial exercise price per common share is US$          , representing 125% of the unit offering price. Effective           , 2011, the first anniversary of the closing date of the offering, the exercise price will be US$          , representing 130% of the unit offering price. Effective           , 2012, the second anniversary of the closing date of the offering, the exercise price will be US$          , representing 135% of the unit offering price. Effective           , 2013, the third anniversary of the closing date of the offering, the exercise price will be US$          , representing 140% of the unit offering price. Effective           , 2014, the fourth anniversary of the closing date of the offering, the exercise price will be US$          , representing 145% of the unit offering price. If at any time following           , 2011, the first anniversary of the closing date of the offering, the closing price of our common shares on the principal market upon which our common shares are listed or traded has equaled or exceeded US$          , representing 225% of offering price, for five consecutive trading days, we may, within five business days of the fifth consecutive trading day, call the warrants for cancellation by giving not less than 30 days prior notice to the holders of the cancellation. The warrants will continue to be exercisable following the notice of cancellation until the date of cancellation.
Purchase Price:	US$          per unit
Net Proceeds:	Approximately US$          million before deduction of estimated expenses of approximately US$          .
Use of Proceeds:	We intend to use the net proceeds from the offering to fund capital, operating and product development expenditures as follows: (1) the further development of LOR-2040 clinical program; (2) for Phase I clinical development for LOR-253 as well as Lorus' preclinical research programs; and (3) to fund working capital and for other general corporate purposes. You should refer to the section of this prospectus entitled “Use of Proceeds”.
Purchase and Closing Date	Each purchaser of units will be required to execute a subscription agreement. We expect that the closing of the offering will occur on or about                     , 2010.
Income Tax Considerations	Purchasing the securities may subject you to tax consequences both in the United States and Canada.  You should refer to the sections of this prospectus entitled “Certain U.S. Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax Considerations” for a summary of material United States and Canadian federal income tax considerations relevant to a purchase of securities described herein. You should read the tax discussion contained in this prospectus fully and consult with your own tax advisors concerning the Canadian, United States and other tax considerations relevant to you prior to investing in the units.
Toronto Stock Exchange Trading Symbol:	LOR

Placement Agent

We have engaged Global Hunter Securities to act as placement agent in connection with the offering. The placement agent will receive an aggregate cash commission equal to 8% of the gross proceeds of the sale of units in the offering and we have also agreed to reimburse the placement agent for reasonable and customary out-of-pocket expenses, including, but not limited to, all legal expenses incurred by the placement agent for services provided by outside counsel up to US$50,000. In addition, we have agreed to grant to the placement agent broker warrants exercisable at any time beginning on the date that is 12 months following the closing date of the offering until 5:00 p.m. (Eastern time) on the date that is 5 years following the closing date of the offering to purchase up to that number of common shares equal to 6% of the number of units sold in the offering, at graduated exercise prices in each of the five years equivalent to those of the warrants offered and sold in the offering.

Risk Factors:

An investment in the units involves a high degree of risk. Refer to the section of this prospectus entitled “Risk Factors” for disclosure relating to the risks applicable to our company and the offering, as well as the documents incorporated by reference into this prospectus.

 

 

 

 

 

 

 

 

•

engage in equity financings that would result in significant dilution to existing investors;

 

•

delay or reduce the scope of or eliminate one or more of our development programs;

 

•

obtain funds through arrangements with collaborators or others that may require us to relinquish rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize ourselves; or license rights to technologies, product candidates or products on terms that are less favourable to us than might otherwise be available;

 

•

considerably reduce operations; or

 

•

cease our operations.

 

 

 

 

 

 

 

 

 

 

 

•

prior to, at or after the effective time of the arrangement transaction, and directly or indirectly relating to any of the assets of Old Lorus transferred to us pursuant to the arrangement transaction  (including losses for income, sales, excise and other taxes arising in connection with the transfer of any such asset) or conduct of the business prior to the effective time of the arrangement;

 

•

prior to, at or after the effective time as a result of any and all interests, rights, liabilities and other matters relating to the assets transferred by Old Lorus to us under he arrangement; and

 

•

prior to or at the effective time and directly or indirectly relating to, with certain exceptions, any of the activities of Old Lorus or the arrangement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

•

drug products that have already been approved or are in development, and operate large, well-funded research and development programs in these fields;

 

•

substantially greater financial and management resources, stronger intellectual property positions and greater manufacturing, marketing and sales capabilities, areas in which we have limited or no experience; and

 

•

significantly greater experience than we do in undertaking preclinical testing and clinical trials of new or improved pharmaceutical products and obtaining required regulatory approvals;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

•

our financial position and doubt as to whether we will be able to continue as a going concern;

•

our ability to raise additional capital;

•

the progress of our and our collaborators’ clinical trials, including our and our collaborators’ ability to produce clinical supplies of our product candidates on a timely basis and in sufficient quantities to meet our clinical trial requirements;

•

announcements of technological innovations or new product candidates by us, our collaborators or our competitors;

•

fluctuations in our operating results;

•

published reports by securities analysts;

•

developments in patent or other intellectual property rights;

•

publicity concerning discovery and development activities by our licensees;

•

the cash and short term investments held us and our ability to secure future financing;

•

public concern as to the safety and efficacy of drugs that we and our competitors develop;

•

governmental regulation and changes in medical and pharmaceutical product reimbursement policies; and

•

general market conditions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

•

the further development of LOR-2040 clinical program;

 

•

for Phase I clinical development for LOR-253 as well as Lorus' preclinical research programs; and

 

•

to fund working capital and for other general corporate purposes.

 

 

 

 

 

 

 

		Six months ended  November 30, 2009  (unaudited)				Six months ended  November 30, 2008  (unaudited)
In accordance with Canadian GAAP
Revenue		$	128			$	42
Research and development (1)			1,198				1,966
General and administrative (1)			1,276				1,667
Net earnings (loss)			8,494				(4,496	)
Basic and diluted loss per share		$	0.03			$	(0.02	)
Weighted average number of common shares outstanding: Basic:			257,906				239,290
Diluted			260,757				239,290
In accordance with United States GAAP
Net earnings (loss)		$	8,878			$	(3,992	)
Basic and diluted earnings (loss) per share		$	0.03			$	(0.02	)

(1)	Amounts in 2008 have been reclassified to conform to the financial statement presentation adopted in 2009.

 

 

 

		As at November 30,  2009 (unaudited)				As at May 31,  2009
In accordance with Canadian GAAP
Cash and cash equivalents		$	2,450			$	5,374
Marketable securities and other investments		$	493			$	490
Total assets		$	4,402			$	7,527
Total liabilities		$	1,993			$	15,878
Total shareholders’ deficit		$	2,409			$	(8,351	)
Number of common shares outstanding			298,010				256,808
Dividends paid on common shares			-				-
In accordance with United States GAAP
Total assets		$	4,402			$	7,593
Total liabilities		$	1,993			$	16,322
Total shareholders’ deficit		$	2,409			$	(8,729	)

 

 

(in thousands other than securities numbers)		Actual				As Adjusted
Long-term liabilities		$	-			$	-
common share capital
Common shares (unlimited authorized, 298,009,677 issued and outstanding, without par value)		$	163,881
Stock options (exchangeable into common shares, 20,540,041 outstanding)		$	-
Contributed surplus		$	9,648
Common share purchase warrants  (to purchase common shares, 36,921,440 outstanding)		$	1,026
Deficit accumulated during development stage February 28, 2010		$	(173,388	)
Total capitalization		$	1,167

 

 

 

	Cdn. Dollars		U.S. Dollars
Assumed public offering price for one common share and one half of one common share purchase warrant		$		US$
Net tangible book value per share as of November 30, 2009	$0.01		US$0.0095
Increase per share attributable to this offering	$		US$
As adjusted net tangible book value per share as of November 30, 2009 after giving effect to this offering		$		US$
Dilution per share to new investors		$		US$

 

•

the exercise of outstanding options having a per share exercise price less than the offering price; and

 

•

the exercise of outstanding warrants having a per share exercise price less than the offering price.

 

 

•

19,655,041 common shares issuable upon exercise of outstanding options at a weighted average exercise price of $0.25 per common share;

 

•

25,046,409 common shares reserved for future awards and issuances under our equity compensation plans; and

 

•

36,921,440 common shares issuable upon exercise of warrants outstanding with a weighted average exercise price of $0.12 per share.

 

 

 

 

	Common Shares Beneficially Owned Prior to the  Offering(1)		Common Shares  Beneficially  Owned After to  the Offering
	Number	%	Number	%
Dr. Aiping H. Young(2)	7,084,962	2.33
Elizabeth Williams(3)	804,584	*
Dr. Saeid Babaei(4)	449,357	*
Dr. Yoon Lee(5)	761,392	*
Georg Ludwig(6)	40,423,750	13.38
Dr. Jim A. Wright(7)	5,164,916	1.73
Herbert Abramson(8)	59,300,531	18.86
Dr. Denis Burger(9)	809,620	*
Dr. Mark Vincent(10)	375,000	*
All directors and executive officers as a group	115,174,112	35.05

*	Less than 1%.

 

(1)

Common shares that may be acquired by an individual within 60 days of the date of this prospectus pursuant to the exercise of warrants or options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the above table. As a result, the total for all directors and officers as a group is not the arithmetic sum of the other holdings in the table.

 

(2)

Includes common shares issuable within 60 days of the date of this prospectus upon exercise of (i) warrants to purchase 60,000 common shares at an exercise price of $0.18 per common share with an expiry date of August 7, 2010, issued pursuant to a rights offering completed on August 7, 2008, and (ii) options to purchase 6,347,442 common shares at exercise prices ranging from $0.12-$2.50 with expiry dates ranging from 2010-2018.

 

(3)

Includes common shares issuable within 60 days of the date of this prospectus upon exercise of (i) warrants to purchase 856 common shares at an exercise price of $0.18 per common share with an expiry date of August 7, 2010, issued pursuant to a rights offering completed on August 7, 2008, and (ii) options to purchase 795,162 common shares at exercise prices ranging from $0.12-$0.78 with expiry dates ranging from 2014-2018.

 

(4)

Includes common shares issuable within 60 days of the date of this prospectus upon exercise of (i) warrants to purchase 2,307 common shares at an exercise price of $0.18 per common share with an expiry date of August 7, 2010, issued pursuant to a rights offering completed on August 7, 2008, and (ii) options to purchase 412,500 common shares at exercise prices ranging from $0.12-$0.22 with expiry dates ranging from 2017-2018.

 

(5)	Includes common shares issuable within 60 days of the date of this prospectus upon exercise of options to purchase 761,392 common shares at exercise prices ranging from $0.12-$0.30 with expiry dates ranging from 2010-2018.

 

(6)

Includes common shares issuable within 60 days of the date of this prospectus upon exercise of (i) warrants to purchase 3,636,250 common shares at an exercise price of $0.18 per common share with an expiry date of August 7, 2010, issued pursuant to a rights offering completed on August 7, 2008, and (ii) options to purchase 425,000 common shares at exercise prices ranging from $0.08-$0.30 with expiry dates ranging from 2016-2019. Mr. Ludwig is deemed to control the shares held by High Tech in his capacity as managing director of High Tech.  High Tech is a European venture capital fund focused on providing financial support for the development of innovative products based upon applied technologies and life sciences. High Tech manages its funds from offices in Germany and Liechtenstein.  Mr. Ludwig resigned as a director of the Company on March 3, 2010.

 

(7)

Includes common shares issuable within 60 days of the date of this prospectus upon exercise of (i) warrants to purchase 100,125 common shares at an exercise price of $0.18 per common share with an expiry date of August 7, 2010, issued pursuant to a rights offering completed on August 7, 2008, and (ii) options to purchase 425,000 common shares at exercise prices ranging from $0.08-$0.30 with expiry dates ranging from 2016-2019.

 

 

 

 

 

 

 

 

 

 

 

	AMEX (US$)**		TSX (CDN$)
Five most recent full fiscal years	High	Low	High	Low
Year ended May 31, 2009	**	**	0.16	0.03
Year ended May 31, 2008	0.27	0.11	0.26	0.14
Year ended May 31, 2007	0.34	0.14	0.39	0.22
Year ended May 31, 2006	0.79	0.19	0.92	0.22
Year ended May 31, 2005	0.70	0.45	0.94	0.57
Year ended May 31, 2009
Quarter ended May 31, 2009	**	**	0.08	0.03
Quarter ended February 28, 2009	**	**	0.09	0.04
Quarter ended November 30, 2008	**	**	0.10	0.05
Quarter ended August 31, 2008	0.16	0.07	0.17	0.08
Year ended May 31, 2008
Quarter ended May 31, 2008	0.21	0.11	0.21	0.14
Quarter ended February 28, 2007	0.25	0.15	0.21	0.16
Quarter ended November 30, 2007	0.27	0.14	0.25	0.17
Quarter ended August 31, 2007	0.26	0.15	0.26	0.16
April 2010 (to April 5)	N/A	N/A	0.08	0.07
March 2010	N/A	N/A	0.11	0.08
February 2010	N/A	N/A	0.12	0.09
January 2010	N/A	N/A	0.08	0.06
December 2009	N/A	N/A	0.08	0.06
November 2009	N/A	N/A	0.09	0.06
October 2009	N/A	N/A	0.09	0.08

 

 

 

 

 

Placement Fees	Per Unit	Total
Common shares and warrants offered hereby	US$	US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 2008 Warrants

 

 

 

 

 

November 2009 Warrants

 

 

 

 

 

 

November 2009 Broker Warrants

 

 

 

 

 

Common Shares

 

 

Warrants to Purchase Common Shares

 

 

Options to Purchase Common Shares

 

 

Registration Rights

 

 

 

 

 

 

 

•

the first day that High Tech no longer owns any registrable securities;

 

•

with respect to a registration under the Securities Act of 1933, the first day on which High Tech may sell all of its registrable securities in one transaction pursuant to Rule 144;

 

•

with respect to a registration in Canada, the first day on which High Tech owns less than 10% of our outstanding common shares; and

 

•

June 30, 2012.

 

 

 

 

 

 

•

payment of a stock dividend or making of a distribution or distributions on our common shares or any other equity or equity equivalent securities payable in our common shares;

 

 

•

subdivision of our outstanding common shares into a larger number of shares;

 

•

combining (including by way of reverse stock split) our outstanding common shares into a smaller number of shares; or

 

•

issuing by reclassification of our common shares any shares of the Company;

 

 

•

the issuance to all or substantially all of the holders of our common shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase common shares (or securities convertible into or exchangeable for common shares) at a price per share (or having a conversion or exchange price per share) which is less than 95% of the “current market price”, as defined in each certificate representing warrants, for our common shares on such record date (any such event being called a “Rights offering”); and

 

•

the distribution to all shareholders of evidences of indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than common shares.

 

 

•

we consolidate or merge with or into another person;

 

•

we sell, assign, transfer, convey or otherwise dispose of all or substantially all of our properties or assets to another person;

 

•

we allow another person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of our outstanding common shares;

 

•

we consummate a stock purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby the other person acquires more than the 50% of our outstanding common shares;

 

•

we reorganize, recapitalize or reclassify our common shares; or

 

•

any person or group becomes the beneficial owner, directly or indirectly, of 50% of the aggregate voting power represented by issued and outstanding common shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

•

an individual who is a citizen or resident of the U.S.;

 

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

 

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

 

 

•

a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

•

our Annual Report on Form 20-F for the fiscal year ended May 31, 2009, filed with the SEC on November 30, 2009;

 

•

our Interim Financial Statements and Management’s Discussion and Analysis for the three and six months ended November 30, 2009, included as Exhibits 99.2 and 99.3 to the Report of Foreign Issuer on Form 6-K, furnished to the SEC on January 14, 2010; and

 

•

our Supplementary Information: Reconciliation of Canadian and United States Generally Accepted Accounting Principles for the three and six months ended November 30, 2009, included as Exhibit 99.1 to the Report of Foreign Issuer on Form 6-K furnished to the SEC on March 30, 2010.

 

 

 

 

 

 

 

 

 

 

 

•

acted honestly and in good faith with a view to the registrant’s best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the registrant’s request;

 

•

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful; and

 

•

was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

 

 

 

 

(a)

all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a director and/or officer of the registrant, if (i) they acted honestly and in good faith with a view to the best interests of the registrant, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.

 

 

 

(b)

all costs, charges and expenses reasonably incurred by them in connection with any action by or on behalf of the registrant to procure a judgment in the registrant’s favour to which they are made a party by reason of being or having been a director and/or officer of the registrant.

 

(c)

all costs, charges and expenses reasonably incurred by them in connection with the defense of any civil, criminal or administrative proceeding to which they are made a party by reason of being or having been a director and/or officer of the registrant if they have been substantially successful on the merits in their defense of the action or proceeding and they fulfil the conditions set forth in the two foregoing clauses (a)(i) and (a)(ii) above.

 

 

 

 

 

 

 

 

 

 

 

 

Period		Number of shares				Weighted average price
January 1, 2007 to December 31, 2007			4,527,325			$	0.235
January 1, 2008 to December 31, 2008			8,604,064			$	0.102
January 1, 2009 to December 31, 2009			4,604,494			$	0.053

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature		Title		Date
/s/ Aiping Young				April 6, 2010
Aiping Young		President and Chief Executive Officer (principal executive officer)
/s/ Elizabeth Williams				April 6, 2010
Elizabeth Williams		Director of Finance (Acting Chief Financial Officer) (principal financial and accounting officer)
Denis Burger		Director
/s/ Herbert Abramson				April 6, 2010
Herbert Abramson		Director
/s/ Mark Vincent				April 6, 2010
Mark Vincent		Director
/s/ Jim Wright				April 6, 2010
Jim Wright		Director

 

 

 

 

 

 

 

 

 

 

Number		Exhibit
1.1###		Form of Placement Agent Agreement
2.6****		Arrangement Agreement dated May 1, 2007, among the Company, Old Lorus, 6707157 Canada Inc., NuChem Pharmaceuticals Inc., GeneSense Technologies Inc. and Pinnacle International Lands Inc.
2.7^		Amendment No. 1 to Arrangement Agreement dated May 14, 2007, among the Company, Old Lorus, 6707157 Canada Inc., NuChem Pharmaceuticals Inc., GeneSense Technologies Inc. and Pinnacle International Lands Inc.
2.8^^		Amendment No. 2 to Arrangement Agreement dated July 4, 2007, among the Company, Old Lorus, 6707157 Canada Inc., NuChem Pharmaceuticals Inc., GeneSense Technologies Inc. and Pinnacle International Lands Inc.
3.1 *		Articles of Incorporation
3.2 *		By-law #2 of Lorus Therapeutics Inc.
4.1###		Form of common share certificate
4.2###		Form of warrant
4.3###		Form of subscription agreement
4.4###		Form of general lock-up agreement
4.5###		Form of lock-up agreement for High Tech Beteiligungen GmbH & Co. KG
4.6###		Form of placement agent warrant
5.1###		Opinion of McCarthy Tétrault LLP regarding validity of the securities offered
8.1###		Opinion of Dorsey & Whitney LLP as to certain United States tax matters
8.2###		Opinion of McCarthy Tétrault LLP as to certain Canadian tax matters (included in Exhibit 5.1)
10.1**		Common Share Purchase Agreement dated as of July 13, 2006 between Lorus and High Tech Beteiligungen GmbH & Co. KG
10.2**		Registration Rights Agreement dated as of August 30, 2006 between Lorus and High Tech Beteiligungen GmbH & Co. KG
10.3**		Common Share Purchase Agreement dated as of July 24, 2006 between Lorus and Technifund Inc.
10.4*****		Warrant Repurchase Agreement dated May 1, 2007 between the Company and The Erin Mills Investment Corporation
10.5*****		Assignment, Novation and Amendment Agreement and Consent dated May 1, 2007 among the Company, Old Lorus, GeneSense Technologies Inc. and The Erin Mills Investment Corporation
10.6^^^		Amendment No. 1 to Assignment, Novation and Amendment Agreement and Consent dated June 28, 2007 among the Company, Old Lorus, GeneSense Technologies Inc. and The Erin Mills Investment Corporation

10.7+		Tangible Business Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.
10.8+		Antisense Patent Transfer Agreement dated July 10, 2007 between the Company and GeneSense Technologies Inc.
10.9+		Virulizin and Small Molecule Patent Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.
10.10+		Prepaid Expenses and Receivables Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.
10.11+		NuChem Pharmaceuticals Inc. common share Purchase Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.
10.12+		GeneSense Technologies Inc. common share Purchase Agreement dated July 10, 2007 between Old Lorus and New Lorus
10.13*****		Pinnacle common share purchase agreement dated July 10, 2007 between Old Lorus and 6707157 Canada Inc.
10.14+		Indemnification Agreement dated July 10, 2007 between Old Lorus and the Company
10.15+		Escrow Agreement between 6707157 Canada Inc, the Company and Equity Transfer & Trust Company dated July 10, 2007
10.16+		Amended and Restated Guarantee and Indemnity between GeneSense Technologies Inc. and The Erin Mills Investment Corporation dated July 10, 2007
10.17+		Amended and Restated common share Pledge Agreement between the Company and The Erin Mills Investment Corporation dated July 10, 2007
10.18++++++		Form of Canadian Subscription Agreement used in connection with the November 2009 private placement of units
10.19++++++		Form of Canadian Warrant issued in connection with the November 2009 private placement of units
10.20++++++		Form of United States Subscription Agreement used in connection with the November 2009 private placement of units
10.21++++++		Form of United States Warrant issued in connection with the November 2009 private placement of units
10.22++++++		Promissory note dated October 6, 2009 between the Company and Herbert Abramson
10.23+++++		Warrant Indenture dated June 27, 2008 between the Company and Computershare Trust Company of Canada
10.24+++++		Settlement Agreement dated June 19, 2009 between the Company and The Erin Mills Investment Corporation
10.25+++++		Asset Purchase Agreement dated June 19, 2009 between the Company and The Erin Mills Investment Corporation
10.26+++++		Supply and Services Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.

10.27+++++		Common Share Purchase Agreement regarding sale of Pharma Immune Inc. dated June 19, 2009 between the Company and The Erin Mills Investment Corporation
10.28+++++		Animal Rights License Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.
10.29+++++		Amendment, Assignment, Assumption, Novation and Consent Agreement dated June 19, 2009 among the Company, Zor Pharmaceuticals, LLC, Erin Mills Biotech Inc. and The Erin Mills Investment Corporation
10.30+++		Stock Option Plans
10.31**		Form of Officer and Director Indemnity Agreement
10.32++++		Exclusive License Agreement dated April 8, 2008 between the Company and Zor Pharmaceuticals LLC
10.33++++		Independent Contractor Services Agreement dated April 8, 2008 between the Company and Zor Pharmaceuticals LLC
10.34++++		Limited Liability Company Agreement dated April 8, 2008 between the Company and ZBV I, LLC
21.1 ++++++		List of subsidiaries
23.1		Consent of KPMG LLP
23.2###		Consent of McCarthy Tétrault LLP (included in Exhibit 5.1)
23.3###		Consent of Dorsey & Whitney LLP (included in Exhibit 8.1)
24.1		Powers of Attorney (included on signature page of this Registration Statement).

 

###	To be filed by amendment

 

*	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished November 19, 2007 (File 0-32001)

 

**	Incorporated by reference to Annual Report on Form 20-F, filed November 21, 2006 (File 1-32001)

 

***	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished February 10, 2005 (File 1-32001)

 

****	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished May 30, 2007 (File 1-32001)

 

*****

Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished November 20, 2007 (File 1-32001)

 

+	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished September 4, 2007 (File 1-32001)

 

++	Incorporated by reference to Registration Statement on Form 20-FR, filed March 4, 1992 (File 0-19763)

 

+++	Incorporated by reference to Annual Report on Form 20-F, filed November 30, 2007 (File 1-32001)

 

++++	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished April 21, 2008 (File 1-32001)

 

+++++

Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished November 16, 2009 (File 1-32001)

 

++++++

Incorporated by reference to Annual Report on Form 20-F, filed November 30, 2009 (File 1-32001)

 

^	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished November 19, 2007 (File 1-32001)

 

^^	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished July 10, 2007 (File 1-32001)

 

^^^	Incorporated by reference to Report of Foreign Issuer on Form 6-K, furnished March 24, 2010 (File 1-32001)