<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of March 31, 2000
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd., St. Laurent, QC, Canada, H4M 2V2
(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20F or Form 40F)
Form 20 F [X] Form 40 F [ ]
(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934)
Yes [ ] No [X]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NYMOX PHARMACEUTICAL CORPORATION
--------------------------------
(Registrant)
/s/ Paul Averback
---------------------------------
Paul Averback, MD - President
Date: May 15, 2000
<PAGE> 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
(IN US DOLLARS)
REVENUES
Revenues on service fees for the AD7CTM test amounted to $38,261 for the period
ended March 31, 2000, compared with $59,059 for the period ended March 31, 1999.
All of the service fee revenue was derived in the United States from our AD7CTM
urine test service offered through our reference laboratory service.
RESEARCH AND DEVELOPMENT
Research and development expenditures were reduced by management to $282,167 for
the period ended March 31, 2000, compared with $369,381 for the period ended
March 31, 1999. Expenses in this area are budgeted to increase in 2000 with the
new financing secured by the Company.
MARKETING EXPENSES
Marketing expenses were also reduced by management to $221,890 for the period
ended March 31, 2000 compared to $391,879 for the same period in 1999.
ADMINISTRATIVE EXPENSES AND COST OF SALES
General, administrative and cost of sales expenses remained constant at $324,569
for the period ended March 31, 2000, compared with $319,537 for the same period
in 1999.
LONG-TERM COMMITMENTS
Nymox has no financial obligations of significance other than long-term lease
commitments for its premises in the United States and Canada of $16,203 per
month and ongoing research funding payments to a U.S. medical facility totaling
$172,000 for 2000.
RESULTS OF OPERATIONS
Net losses for the period ended March 31, 2000 were $835,020, or $0.04 per
share, compared to $1,046,946, or $0.05 per share, for the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, cash totaled $2,811,041. In November, 1999, the
Corporation signed a common stock purchase agreement whereby the investor is
committed to purchase up to $12 million of the Corporation's common shares over
a thirty month period commencing March 2000, when our F-1 registration statement
was declared effective. The Company also completed a private placement in March,
2000 comprising 666,667 common shares at $6.00 per share, for total proceeds of
$4,000,000. A total of 93,334 warrants were issued as well, exercisable at a
price of $9.375 per share (66,667) and $7.8125 per share (26,667). These
warrants expire on March 6, 2004.
<PAGE> 3
Consolidated Financial Statements of
(Unaudited)
NYMOX PHARMACEUTICAL
CORPORATION
Three-month periods ended March 31, 2000, 1999 and 1998
<PAGE> 4
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Financial Statements
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
<TABLE>
<S> <C>
FINANCIAL STATEMENTS
Consolidated Balance Sheets ................. 1
Consolidated Statements of Operations ....... 2
Consolidated Statements of Deficit .......... 3
Consolidated Statements of Cash Flows ....... 4
Notes to Consolidated Financial Statements .. 5
</TABLE>
<PAGE> 5
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Balance Sheets
(Unaudited)
March 31, 2000 and 1999, with comparative figures as at December 31, 1999
(in US dollars)
<TABLE>
<CAPTION>
March 31, March 31, December 31,
2000 1999 1999
----------- ----------- -------------
(Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 2,811,041 $ 1,168,206 $ 449,363
Short-term investments -- 377,130 --
Interest receivable -- 23,390 --
Accounts receivable 42,152 47,283 24,611
Research tax credits receivable 6,703 4,003 3,180
Notes receivables 181,280 187,736 181,280
Other receivables 87,942 40,126 18,390
Prepaid expenses 117,500 -- 100,000
------------ ------------ -----------
3,246,618 1,847,874 776,824
Capital assets 1,214,663 1,285,183 1,168,316
Deferred share issuance costs 232,394 -- 195,351
Intellectual property rights acquired (note 2) 738,457 -- --
------------ ------------ ------------
$ 5,432,132 $ 3,133,057 $ 2,140,491
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued liabilities $ 605,163 $ 158,868 $ 486,916
Note payable -- -- 346,428
------------ ------------ ------------
605,163 158,868 833,344
Shareholders' equity:
Share capital 21,570,789 16,312,655 16,912,963
Deficit (16,743,820) (13,338,466) (15,605,816)
------------ ------------ ------------
4,826,969 2,974,189 1,307,147
------------ ------------ ------------
$ 5,432,132 $ 3,133,057 $ 2,140,491
============ ============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 6
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Operations
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
<TABLE>
<CAPTION>
2000 1999 1998
---------- ----------- -----------
<S> <C> <C> <C>
Revenue:
Service fees $ 38,261 $ 59,059 $ 2,764
Interest 2,073 11,763 8,834
---------- ----------- -----------
40,334 70,822 11,598
Expenses:
Research and development 282,167 369,381 433,172
Less investment tax credits (3,538) -- (1,386)
---------- ----------- -----------
278,629 369,381 431,786
Marketing 221,890 391,879 685,327
General, administrative and costs of sales 324,569 319,537 96,513
Depreciation and amortization 48,434 36,052 29,183
Interest and bank charges 1,832 919 1,293
---------- ----------- -----------
875,354 1,117,768 1,244,102
Net loss $ (835,020) $(1,046,946) $(1,232,504)
---------- ----------- -----------
Loss per share $ (0.04) $ (0.05) $ (0.07)
---------- ----------- -----------
Weighted average number of common
shares outstanding 20,307,099 19,765,404 18,718,815
---------- ----------- -----------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 7
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Deficit
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
<TABLE>
<CAPTION>
2000 1999 1998
------------ ------------ -----------
<S> <C> <C> <C>
Deficit, beginning of period $(15,605,816) $(12,256,479) $(7,415,759)
Net loss (835,020) (1,046,946) (1,232,504)
Share issue costs (302,984) (35,041) (57,507)
------------ ------------ -----------
Deficit, end of period $(16,743,820) $(13,338,466) $(8,705,770)
============ ============ ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 8
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
<TABLE>
<CAPTION>
2000 1999 1998
---------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (835,020) $(1,046,946) $(1,232,504)
Adjustment for:
Depreciation and amortization 48,434 36,052 29,183
Change in operating assets and liabilities (108,168) 304,329 (619,936)
---------- ----------- -----------
(894,754) (706,565) (1,823,257)
Cash flows from financing activities:
Proceeds from issuance of share capital 4,000,000 368,945 2,522,770
Share issue costs (340,027) (35,041) (57,507)
Repayment of note payable (346,428) -- --
---------- ----------- -----------
3,313,545 333,904 2,465,263
Cash flows from investing activities:
Additions to capital assets (57,113) (41,543) (128,792)
Net proceeds on maturity of (purchases of)
short-term investments -- 1,087,504 1,233,344
---------- ----------- -----------
(57,113) 1,045,961 1,104,552
---------- ----------- -----------
Increase in cash 2,361,678 673,300 1,746,558
Cash, beginning of period 449,363 494,906 351,458
---------- ----------- -----------
Cash, end of period $2,811,041 $ 1,168,206 $ 2,098,016
========== =========== ===========
Supplemental disclosure to
statements of cash flows:
(a) Income taxes paid $ 1,832 $ 919 $ 1,293
(b) Non-cash transaction:
Acquisition of Serex, Inc. by
issuance of common shares 657,825 -- --
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 9
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
Nymox Pharmaceutical Corporation (the "Corporation"), incorporated under the
Canada Business Corporations Act, is a development stage biopharmaceutical
corporation which specializes in the research and development of neurological
therapeutics and diagnostics for the aging population, with an emphasis on
Alzheimer's disease.
Since inception, the Corporation's activities have been primarily focused on
developing certain pharmaceutical technologies and obtaining outside funding to
support the continued development of its technologies. The Corporation is
subject to a number of risks, including the successful development and marketing
of its technologies. In order to achieve its business plan, the Corporation
anticipates the need to raise additional capital.
The Corporation is listed on the NASDAQ Stock Market.
1. BASIS OF PRESENTATION:
(a) Consolidation and change in measurement currency:
The consolidated financial statements of the Corporation have been
prepared under Canadian generally accepted accounting principles and
include the accounts of its wholly-owned US subsidiaries. Significant
intercompany balances and transactions have been eliminated on
consolidation.
Effective January 1, 2000, the Corporation adopted the United States
dollar as its measurement currency as a result of the significance of
business activities conducted in the United States and the increasing
proportion of operating, financing and investing transactions in the
Canadian operations that are denominated in U.S. dollars. In
accordance with Canadian GAAP, comparative figures for 1999 and 1998
included in these consolidated financial statements have been
presented in US dollars using the convenience translation method
whereby all Canadian dollar amounts were converted into US dollars at
the closing exchange rate at December 31, 1999, which was $1.4433
Canadian dollar per US dollar.
(b) Interim financial statements:
The unaudited consolidated balance sheets as at March 31, 2000 and
1999 and the unaudited consolidated statements of earnings, deficit
and cash flows for the three-month periods ended March 31, 2000, 1999
and 1998 reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of the
interim periods presented. There are no adjustments in these interim
financial statements other than normal recurring adjustments.
<PAGE> 10
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
2. BUSINESS ACQUISITION:
On January 8, 2000, the Corporation entered into a share purchase agreement
to acquire a controlling interest in Serex, Inc. ("Serex"), a
privately-held development stage corporation based in New Jersey. The
Corporation acquired 72.3% of the issued and outstanding common stock of
Serex in exchange for 187,951 common shares of the Corporation having a
fair value of approximately $657,825, and a warrant to purchase 115,662 of
the Corporation's common shares at a price of $3.70 per share exercisable
on the following dates: (i) January 8, 2001 - 35,783 shares, (ii) January
8, 2002 - 30,000 shares, (iii) January 8, 2003 - 30,000 shares, (iv)
January 8, 2004 - 19,879 shares. In connection with this acquisition, the
Corporation also issued 40,000 options to the selling shareholder to
purchase the Corporation's shares. The options are exercisable at a price
of $3.70/share over a four-year period.
Details of the acquisition are as follows:
<TABLE>
<C> <C>
Assets acquired:
Current assets $ 98,746
Capital assets 19,056
Current liabilities (217,369)
---------
(99,567)
Patents, technological platform and know-how acquired
("intellectual property rights") 757,392
---------
Fair value of assets acquired $ 657,825
---------
Consideration:
Common shares $ 657,825
---------
At March 31, 2000, the balance of intellectual property rights consisted of:
Intellectual property rights, at cost $ 757,392
Less amortization (18,935)
---------
$ 738,457
=========
</TABLE>
<PAGE> 11
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
3. CANADIAN/US REPORTING DIFFERENCES:
(a) Consolidated statements of earnings:
The reconciliation of earnings reported in accordance with Canadian
GAAP with U.S. GAAP is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Net loss, Canadian GAAP $ (835,020) $(1,046,946) $(1,232,504)
Adjustments:
Amortization of patents (i) 2,049 (13,520) (10,194)
Change in reporting currency (iii) -- 47,107 (11,115)
Intellectual property rights (iv) (757,392) -- --
Amortization of intellectual
property rights (iv) 18,935 -- --
----------- ----------- -----------
(736,408) 33,587 (21,309)
----------- ----------- -----------
Net loss, U.S. GAAP $(1,571,428) $(1,013,359) $(1,253,813)
=========== =========== ===========
----------- ----------- -----------
Loss per share, U.S. GAAP $ (0.08) $ (0.05) $ (0.07)
=========== =========== ===========
</TABLE>
(b) Consolidated shareholders' equity:
The reconciliation of shareholders' equity reported in accordance with
Canadian GAAP with U.S. GAAP is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Shareholders' equity, Canadian GAAP $ 4,826,969 $ 2,974,188 $ 3,764,088
Adjustments:
Amortization of patents (i) (165,368) (179,969) (136,121)
Stock-based compensation - options
granted to non-employees (ii):
Cumulative compensation expense (1,000,416) (749,038) (518,700)
Additional paid-in capital 1,000,416 761,251 522,609
Change in reporting currency (iii) -- (115,859) 26,833
Intellectual property rights (iv) (757,392) -- --
Amortization of intellectual property
rights (iv) 18,935 -- --
----------- ----------- -----------
(903,825) (283,615) (105,379)
----------- ----------- -----------
Shareholders' equity, U.S. GAAP $ 3,923,144 $ 2,690,573 $ 3,658,709
=========== =========== ===========
</TABLE>
<PAGE> 12
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued
(Unaudited)
Three-month periods ended March 31, 2000, 1999 and 1998
(in US dollars)
3. CANADIAN/US REPORTING DIFFERENCES (CONTINUED):
(i) In accordance with APB Opinion 17, Intangible Assets, the patents are
amortized using the straight-line method over the legal life of the
patents from the date the patent was secured. For Canadian GAAP
purposes, the patents are amortized commencing in the year of
commercial production of the developed products.
(ii) In accordance with FAS 123, Accounting for Stock-Based Compensation,
compensation related to the stock options granted to non-employees
has been recorded in the accounts based on the fair value of the
stock options at the grant date. There are no comparable Canadian
standards.
(iii) As explained in note 1 (a), the Company adopted the US dollar as its
reporting currency effective January 1, 2000. For Canadian GAAP
purposes, the financial information for 1999 and 1998 has been
translated into US dollars at the December 31, 1999 exchange rate.
For United States GAAP reporting purposes, assets and liabilities for
all periods presented have been translated into US dollars at the
ending exchange rate for the respective period and the statement of
earnings at the average exchange rate for the respective period.
(iv) Under U.S. GAAP, purchased research and development with no
alternative future uses is expensed in the year of acquisition. In
Canada, the acquisition of intellectual property rights and know-how
is capitalized and amortized using the straight-line basis over the
period of intended benefit, which was determined to be ten years.
4. SEGMENT DISCLOSURES:
Geographic segment information was as follows:
<TABLE>
<CAPTION>
United
Canada States
---------- --------
<C> <C> <C>
Revenues:
2000 $ 2,073 $ 38,261
1999 11,763 59,059
1998 8,834 2,764
Net loss:
2000 (590,217) (244,803)
1999 (531,670) (515,276)
1998 (668,222) (564,282)
Identifiable assets:
March 31, 2000 4,796,924 635,208
March 31, 1999 2,546,579 586,478
December 31, 1999 1,714,416 426,075
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,811,041
<SECURITIES> 0
<RECEIVABLES> 42,152
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,246,618
<PP&E> 1,772,034
<DEPRECIATION> 557,371
<TOTAL-ASSETS> 5,432,132
<CURRENT-LIABILITIES> 605,163
<BONDS> 0
0
0
<COMMON> 21,570,480
<OTHER-SE> 16,743,820
<TOTAL-LIABILITY-AND-EQUITY> 5,432,132
<SALES> 38,261
<TOTAL-REVENUES> 40,334
<CGS> 0
<TOTAL-COSTS> 55,004
<OTHER-EXPENSES> 820,350
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (835,020)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (835,020)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
