SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For August 15 - November 13, 2000
NORTRAN PHARMACEUTICALS
------------------------------------------------
(Translation of Registrant's name into English)
3650 Wesbrook Mall
------------------------------------------------
(Address of principal executive offices)
Vancouver, British Columbia, V6S 2L2, CANADA
------------------------------------------------
CIK # 0001036141 FILE NO. 0-29338
------------------------------------------------
[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or For 40-F]
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 [X] No [ ]
<PAGE>
FORM 6-K
TABLE OF CONTENTS
For August 15, 2000 - November 13, 2000
NORTRAN PHARMACEUTICALS INC.
File No. 0-29338, CIK # 0001036141
Exhibit 1 Form 61 - 3rd Quarter Financial Report
Exhibit 2 Press Release - Oct. 16, 2000 (AZ Licensing Deal Announcement)
Exhibit 3 Material Change Form - Oct. 16, 2000
Exhibit 4 Press Release - Nov. 6, 2000 (Update and 3rd Quarter Results)
Exhibit 5 Material Change Form - Nov. 6, 2000
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission Form 61
--------------------------------------------------------------------------------
================================================================================
Issuer Details Date of Report
Name of Issuer For Quarter Ended Y M D
NORTRAN PHARMACEUTICALS INC. AUGUST 31, 2000 2000 10 26
--------------------------------------------------------------------------------
Issuer's Address
3650 WESBROOK MALL
--------------------------------------------------------------------------------
City Province Postal Code Issuer Fax No. Issuer Telephone No
VANCOUVER B.C. V6S 2L2 (604) 222-6617 (604) 222-5577
--------------------------------------------------------------------------------
Contact Person Contact's Position Contact Telephone No.
CHRISTINA YIP DIRECTOR OF FINANCE (604) 222-5577
================================================================================
CERTIFICATE
The three schedules required to complete this Quarterly Report are attached and
the disclosure contained therein has been approved by the Board of Directors. A
copy of this Quarterly Report will be provided to any shareholder who requests
it.
================================================================================
Director's Signature Print Full Name Date Signed
Y M D
/s/ ROBERT RIEDER ROBERT RIEDER 2000 10 26
--------------------------------------------------------------------------------
Director's Signature Print Full Name Date Signed
Y M D
/s/ MICHAEL WALKER MICHAEL WALKER 2000 10 26
================================================================================
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission Form 61
--------------------------------------------------------------------------------
NORTRAN PHARMACEUTICALS INC.
CONSOLIDATED BALANCE SHEETS
(expressed in Canadian Dollars)
As at
------------------------------------------
August 31, November 30,
2000 1999
ASSETS (Unaudited)
--------------------------------------------------------------------------------
Current
Cash and cash equivalents $ 2,670,831 $ 4,209,003
Short-term investments 7,632,036 2,575,167
Other receivable and prepaid expenses 368,798 258,516
--------------------------------------------------------------------------------
Total current assets 10,671,665 7,042,686
Capital assets 426,576 461,576
Technology, license and patents 2,268,171 2,359,468
--------------------------------------------------------------------------------
Total assets $ 13,366,412 $ 9,863,730
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued
liabilities $ 631,614 $ 675,542
Current portion of obligations
under capital lease 47,220 60,602
Current portion of long-term debt 68,066 68,829
--------------------------------------------------------------------------------
Total current liabilities 746,900 804,973
Obligations under capital lease 6,836 41,145
Long-term debt - 50,161
--------------------------------------------------------------------------------
Total liabilities 753,736 896,279
--------------------------------------------------------------------------------
Shareholders' Equity
Share Capital
Authorized
200,000,000 common shares without
par value
Issued
35,902,942 at November 30, 1999
41,120,848 at August 31, 2000 32,165,843 25,282,040
Contributed surplus 1,056,266 -
Deficit (20,609,433) (16,314,589)
--------------------------------------------------------------------------------
Shareholders' equity 12,612,676 8,967,451
--------------------------------------------------------------------------------
Liabilities and shareholders' equity $ 13,366,412 $ 9,863,730
================================================================================
On behalf of the Board:
/s/ Robert Rieder /s/ Michael J.A. Walker
---------------------------------- ----------------------------------
Robert Rieder, Director Michael J. A. Walker, Director
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission Form 61
--------------------------------------------------------------------------------
NORTRAN PHARMACEUTICALS INC.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
(unaudited - prepared by management)
(expressed in Canadian Dollars)
For the Three Months ended For the Nine Months ended
August 31, August 31,
-------------------------- -------------------------
2000 1999 2000 1999
--------------------------------------------------------------------------------
Revenue
Interest income $ 203,762 $ 47,652 $ 348,140 $ 154,197
Grant and other
revenue 32,060 13,299 181,054 180,418
--------------------------------------------------------------------------------
235,822 60,951 529,194 334,615
--------------------------------------------------------------------------------
Expenses
Research and
development 1,501,382 843,715 3,277,579 2,198,475
General and
administration 331,367 264,512 1,085,729 744,483
Amortization 165,704 160,113 460,730 490,665
--------------------------------------------------------------------------------
1,998,453 1,268,340 4,824,038 3,433,623
--------------------------------------------------------------------------------
Loss for the period 1,762,631 1,207,389 4,294,844 3,099,008
Deficit, beginning of
period 18,846,802 13,754,888 16,314,589 11,863,269
--------------------------------------------------------------------------------
Deficit, end of period $20,609,433 $14,962,277 $20,609,433 $14,962,277
================================================================================
Basic Loss per common
share $ 0.05 $ 0.04 $ 0.12 $ 0.11
================================================================================
Weighted average number
of common shares 38,861,837 28,083,966 36,662,998 28,076,855
================================================================================
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission Form 61
--------------------------------------------------------------------------------
NORTRAN PHARMACEUTICALS INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited - prepared by management)
(expressed in Canadian Dollars)
For the Nine Months ended August 31
----------------------------------------
2000 1999
Operating Activities
Loss for the period $ (4,294,844) $ (3,099,008)
Add items not affecting cash
Amortization 460,730 490,665
--------------------------------------------------------------------------------
(3,834,114) (2,608,343)
Changes in non-cash working capital
components
Other receivable and prepaid expenses (110,282) 1,767
Accounts payable and accrued liabilities (43,928) 57,049
--------------------------------------------------------------------------------
Cash used in operating activities (3,988,324) (2,549,527)
--------------------------------------------------------------------------------
Financing Activities
Share capital issued, net 7,940,069 850,100
Special warrants issued - 5,099,950
Deferred financing expenses - (470,388)
Payment on obligations under capital leases (47,691) (52,454)
Repayment on long-term debt (50,924) (45,746)
--------------------------------------------------------------------------------
Cash provided by financing activities 7,841,454 5,381,462
--------------------------------------------------------------------------------
Investing Activities
Purchase of capital assets (104,374) (33,278)
Patent costs capitalized (230,059) (117,120)
Short-term investments (5,056,869) (363,350)
Funds held in escrow - (5,099,950)
--------------------------------------------------------------------------------
Cash provided by (used in) investing
activities (5,391,302) (5,613,698)
--------------------------------------------------------------------------------
Decrease in cash during the period (1,538,172) (2,781,763)
Cash and cash equivalents, beginning
of period 4,209,003 4,119,564
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 2,670,831 $ 1,337,801
================================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
1 For the nine months ended August 31, 2000:
a) Deferred costs
---------------------------------------------------------------------------
Patents $ 230,059
===========================================================================
b) Research and development expenditures
---------------------------------------------------------------------------
Consulting and other $ 458,577
Lab supplies and operating facility 574,080
Salaries and benefits 957,261
Research agreements 597,416
Development contracts 690,245
---------------------------------------------------------------------------
$ 3,277,579
===========================================================================
c) General and administration expenditures
---------------------------------------------------------------------------
Consulting and professional fees $ 209,724
Office and miscellaneous 352,140
Salaries and benefits 347,006
Travel and other 176,859
---------------------------------------------------------------------------
$ 1,085,729
===========================================================================
d) Aggregate amount of expenditures made to parties not at arm's length from
the issuer
---------------------------------------------------------------------------
Research and development consulting fees paid to directors $ 94,791
Administrative consulting fees paid to directors 5,000
Research contract fees paid to a company with directors
in common 10,741
---------------------------------------------------------------------------
$ 110,532
===========================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
For the quarter ended August 31, 2000:
a) Summary of securities issued during the quarter
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Date of Type of Number of Price Total Type of Commission
Issue Security Shares Proceeds Consideration Paid
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jun 10,2000 Common Share 357,142 $1.40 $500,000 Cash Nil
Jun 19,2000 Common Share 5,549,200 $1.40 $7,768,880 Cash $550,683
Jul 20,2000 Common Share 5,000 $0.63 $3,150 Cash Nil
Aug 18,2000 Common Share 5,000 $0.63 $3,150 Cash Nil
-----------------------------------------------------------------------------------------------------
5,916,342 $8,275,180
=====================================================================================================
</TABLE>
b) Summary of options granted during the quarter
None
3 As at August 31, 2000:
a) Authorized capital and summary of shares issued and outstanding
Authorized Capital
200,000,000 common shares without par value
Number of Amount
Issued and Outstanding Shares $
---------------------------------------------------------------------------
Balance as at November 30,1999 35,902,942 25,282,040
Returned for cancellation of escrow shares (1,500,000) (1,056,266)
Issued for cash upon exercise of options 15,000 13,250
---------------------------------------------------------------------------
Balance as February 29, 2000 34,417,942 24,239,024
Issued for cash upon exercise of warrants 728,564 509,995
Issued for cash upon exercise of options 58,000 62,090
---------------------------------------------------------------------------
Balance as May 31, 2000 35,204,506 24,811,109
Issued for cash upon exercise of special
warrants, net of issuance cost 5,549,200 6,848,434
Issued for cash upon exercise of units 357,142 500,000
Issued for cash upon exercise of options 10,000 6,300
---------------------------------------------------------------------------
Balance as August 31, 2000 41,120,848 32,165,843
===========================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
b) Summary of options, warrants and convertible securities outstanding
i) Share Purchase Warrant Outstanding
---------------------------------------------------------------------
Number of Exercise Price Expiry Date
Shares $
---------------------------------------------------------------------
2,774,600 1.60 Apr 14, 2002
554,920 1.40 Oct 14, 2001
178,571 1.60 Jun 05, 2002
---------------------------------------------------------------------
3,508,091
=====================================================================
ii) Stock Option Outstanding
---------------------------------------------------------------------
Number of Exercise Price Expiry Date
Shares $
---------------------------------------------------------------------
35,000 0.63 Oct 31, 2000
200,000 0.70 Apr 10, 2001
200,000 1.85 Apr 26, 2001
175,000 1.00 Jul 08, 2001
310,000 1.40 Apr 02, 2002
40,000 1.42 Apr 20, 2002
90,000 1.25 May 29, 2002
15,000 0.97 Jan 18, 2003
600,000 1.49 Mar 17, 2003
260,000 1.58 Jun 11, 2004
265,000 1.05 Oct 15, 2004
35,000 1.26 Jan 10, 2005
100,000 1.10 Feb 08, 2004
50,000 1.05 Feb 24, 2005
100,000 0.61 Oct 31, 2002
50,000 0.61 Oct 31, 2004
60,000 0.61 Oct 31, 2005
115,000 1.05 Feb 13, 2006
55,000 1.61 Mar 29, 2005
523,750 1.27 May 24, 2006
---------------------------------------------------------------------
3,278,750
=====================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
c) Number of shares in escrow or subject to a pooling agreement
None.
d) List of Directors:
Dr. Michael J. A. Walker Dr. Allen Bain
Colin Mallet Dr. Clive Page
Robert W. Rieder Oh Kim Sun
Darrell Elliott
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE C: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
CLINICAL DEVELOPMENT
Cough Project (CP1)
-------------------
CP1, the Company's first generation cough drug is a non-narcotic drug for the
treatment of intractable cough. The Phase I clinical trial of CP1 was
successfully completed in October 1999. The trial, conducted in Edinburgh,
Scotland by Inveresk Research International Limited, on 31 healthy male
volunteers, showed that CP1, is safe beyond the normal dosage limits at which
drug would be administered. In March 2000, the Company started a
placebo-controlled Phase II clinical trial of CP1 in patients with chronic,
idiopathic cough.
Idiopathic cough is a sustained cough with no diagnosable cause. Patients
suffering from idiopathic cough have a heightened sensitivity to cough-irritants
such as airborne particles, cold air or other changes in air qualities. As a
result, these patients often cough without apparent reason. The Company's Phase
II study is focused on determining if its anti-tussive compound, CP1, can reduce
patient sensitivity to such cough-causing irritants.
PRECLINICAL DEVELOPMENT
Antiarrhythmic Project
-----------------------
During the quarter ended August 31, 2000, the Company continued to add to the
pre-clinical data compiled for the atrial antiarrhythmic program. In this
program, the Company has developed candidates suitable for clinical testing as
treatments for atrial arrhythmias. The Company has shown in its preclinical
studies that its drug candidates are both safe and effective in the suppression
of such atrial arrhythmia, with less risk of the dangerous side effects
associated with current drugs. This progress has led to a collaborative
research agreements with Aventis Pharma ("Aventis", formerly Hoechst Marion
Roussel Deutschland GmbH) and a licensing agreement with AstraZeneca ("Astra",
formerly Astra Hassle AB of Goteberg).
Other Projects
--------------
The Company continued to make progress in two additional areas of research, the
pro-erectile and the RSD921 local anaesthetic project.
COLLABORATIONS
In August 1999, the Company announced the signing of a collaborative agreement
with Aventis to conduct collaborative research in the area of cardiac
arrhythmias. Under the terms of the agreement, both parties tested
antiarrhythmic compounds developed by each of the companies. The companies
evaluated the pharmacological profiles of their compounds through the use of
both companies' proprietary electrophysiological models and other pre-clinical
tests. The agreement expired in April 2000. Both parties are continuing to
collaborate on research.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE C: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
Subsequent to the quarter ended August 31, 2000, the Company announced execution
of a licensing agreement with Astra. Under the terms of the agreement, the
Company will grant an exclusive worldwide license to develop and market a novel
antiarrhythmic drug candidate in exchange for upfront, milestone, and royalty
payments. Astra will pay for all development and marketing costs. This
agreement covers a single Nortran antiarrhythmic drug candidate allowing Nortran
the ability to continue development and commercialization of other
antiarrhythmic drugs.
FINANCIAL HIGHLIGHTS
RESULTS OF OPERATIONS
For the nine months ended August 31, 2000, the Company incurred a net loss of
$4.29 million (or $0.12 per share) as compared to $3.10 million (or $0.11 per
share) for the nine months ended August 31, 1999. The increase in loss was
primarily due to the higher operating expenditure in both the research and
development and general administration.
Total revenue for the nine months ended August 31, 2000 was $529,000 as compared
to $335,000 for the same period in the preceding fiscal year. The increase in
revenue was due to the additional interest generated from the Company's
increased cash resources after the successful completion of a financing in June
2000 and November 1999.
Research and development expenses totaled $3.28 million for the nine months
ended August 31, 2000 as compared to $2.20 million for the same period during
the preceding fiscal year. The increase in research and development expenses was
primarily due to the higher research and development cost associated with the
preclinical trials of the Company antiarrhythmic project and the lower research
expenditure recovery received in the nine months ended August 31, 2000.
General and administration expenses increased to $1.09 million for the nine
months ended August 31, 2000 as compared to $0.74 million for the same period in
the preceding fiscal year. The increase in general administration expenses is
primarily due to the higher consulting and professional fees, office and
miscellaneous, and travel and accommodation expenses incurred.
LIQUIDITY AND CAPITAL RESOURCES
The Company's activities during the nine months ended August 31, 2000 were
financed primarily by its working capital carried forward from the previous
fiscal year and net proceeds collected from the private placements in June 2000
and November 1999. Working capital as at August 31, 2000 was $9.93 million as
compared to $7.68 million as at August 31, 1999. Cash and cash equivalents and
short-term investments totaled $10.3 million as at August 31, 2000 as compared
to $2.87 million as at August 31, 1999.
SPECIAL WARRANT FINANCING
During the quarter ended August 31, 2000, the Company completed a private
placement of 5,549,200 special warrants at a price of $1.40 each for total gross
proceeds of $7,768,880. Each special warrant was converted into one common
share and 0.5 warrant. Each full warrant entitled the holder to acquire one
common share at $1.60 expiring April 14, 2002. In connection with the private
placement, the Company paid a cash commission of $550,683 and legal and
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE C: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
professional fees of $369,763 and granted 554,920 compensation options to the
lead agent of this financing which were converted into 554,920 share purchase
warrants. Each share purchase warrant entitled the holder to purchase one
common share at $1.40 until October 14, 2001. All of these purchase warrants
were outstanding as at August 31, 2000.
NON-BROKERED PRIVATE PLACEMENT FINANCING
During the quarter ended August 31, 2000, the Company also completed a
non-brokered private placement of 357,142 units at $1.40 per unit for gross
proceeds of $500,000. Each unit was converted to one common share and 0.5
warrant. Each full warrant entitled the holder to acquire one common share at
$1.60 expiring June 4, 2002. All of these warrants were outstanding as at August
31,2000.
CORPORATE STRATEGY
Nortran Pharmaceuticals Inc. is a commercially focused pharmaceutical company
built around a proven approach to drug discovery, a low-risk business strategy,
and a focus on major unmet medical needs via expertise in the area of ion
channels. The company's lead programs are in the area of cardiac arrhythmia
drugs and acute unproductive cough.
PARTNERING STRATEGY
Nortran's strength lies in the ability of its personnel to research and develop
potential drug candidates to the stage where such compounds demonstrate
sufficient potential to warrant the undertaking of clinical trials. As part of
its business strategy, the Company is seeking collaborative partners with
experience in the development and marketing of drugs in the relevant therapeutic
areas. The intention is to select partners with both the human and financial
resources to spearhead the clinical development of the Company's products as
required by the Food and Drug Administration (FDA), the Health Protection Branch
(HPB) and other international drug regulatory agencies. These partners would
also be expected to market the products.
The rationale behind this strategy can be outlined as below:
- avoid the large expenses incurred in the later stages of clinical
development
- obtain early returns in the form of upfront and milestone payments
- utilize expertise and resources of major multinational pharmaceutical
company
- obtain long term revenue streams through royalty payments on product
sales.
The Company has no plans for developing in-house marketing or manufacturing
capabilities.
INVESTOR RELATIONS
During the third quarter ended August 31, 2000 the Company did not engage any
outside parties for investor relations. Any investor relations functions were
accomplished through Company employees whose duties include; news releases,
investor communications and general day-to-day operations of this department.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
AUGUST 31, 2000
--------------------------------------------------------------------------------
YEAR 2000
The Company initiated a program in 1998 to assess the risks of Year 2000
noncompliance, remediate all non-compliant systems, assess the readiness of key
third parties and develop contingency plans. The critical aspects of the Year
2000 readiness program were completed in the third quarter of 1999. The Company
has not experienced any significant business interruptions related to the
transition to the Year 2000, however, the Company continues to actively monitor
its systems and third party suppliers. Contingency plans are in place to
prevent the failure of critical systems from having a material effect on the
Company and address the risk of third party non-compliance. Total costs to
address the Year 2000 issue were not material to the Company's financial
position, results of operations or cashflows.
STOCK LISTING
The Company's common shares trade on the Canadian Venture Exchange (CDNX) and
Toronto Stock Exchange (TSE) under the symbol NRT and over the counter in the
United States under the trading symbol NTRDF. During the quarter ended August
31, 2000, the Company successfully obtained listing on the TSE. The common
shares of the Company commenced trading on the TSE on July 25,2000.
CORPORATE COMMUNICATIONS
3650 Wesbrook Mall
Vancouver, British Columbia
V6S 2L2
Toll Free: (800) 330-9928
Tel: (604) 222-5577
Fax: (604) 222-6617
E-mail: [email protected]
-----------------
This Quarterly Report, including the discussion "Highlights" contains
forward-looking statements. All such forward-looking statements are, by
necessity, only estimates of future results and actual results achieved by the
company may differ materially from these statements due to a number of factors,
including (i) the company's ability to successfully complete pre-clinical and
clinical development of its products, (ii) the company's ability to complete
corporate alliances relating to the development and commercialization of its
technologies and products, (iii) decisions and the timing of decisions made by
health regulatory agencies regarding approval of the company's products, (iv)
the company's ability to obtain timely patent and other intellectual property
protection for its technologies and products, (v) the accuracy of the company's
information regarding competitors and potential competitors. These
forward-looking statements represents the company's judgment as of the date of
this Quarterly Report and the company assumes no obligation to update these
forward-looking statements to reflect actual results or changes in factors
affecting such statements.
<PAGE>
Nortran 3650 Wesbrook Mall Tel: 604-222-5577
Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617
V6S 2L2 CANADA Website: www.nortran.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE TSE: NRT, CDNX: NRT, NASD BB: NTRDF
Nortran Signs Licensing Agreement with AstraZeneca
--------------------------------------------------
Vancouver, Canada, October 16, 2000 - Nortran Pharmaceuticals Inc. ("Nortran")
today announced execution of a licensing agreement with AstraZeneca PLC
("AstraZeneca"), a UK-based multinational pharmaceutical company. Under the
terms of the agreement, Nortran will grant AstraZeneca an exclusive worldwide
license to develop and market a novel antiarrhythmic drug candidate in exchange
for upfront, milestone, and royalty payments. AstraZeneca will pay for all
development and marketing costs. The agreement covers a single Nortran
antiarrhythmic drug candidate, allowing Nortran the ability to continue
development and commercialization of other antiarrhythmic drugs.
Under the terms of the agreement, AstraZeneca will pay Nortran an upfront
payment upon execution of the agreement. In addition, AstraZeneca will pay
further milestone payments linked to the achievement of specific development and
commercialization targets. The agreement also includes a provision for the
payment of royalties at a rate that will increase according to the level of
product sales achieved. AstraZeneca will assume responsibility for the
worldwide development and commercialization of this promising antiarrhythmic
agent.
The drug candidate licensed is a small molecule that has shown excellent
activity against arrhythmia in preclinical studies. It has potential to treat
atrial arrhythmia in humans.
"This partnership is by far the most significant since Nortran's inception in
1992, and represents a significant milestone for our company," stated Bob
Rieder, President and CEO of Nortran. "We believe that the licensed drug has
exciting potential for the treatment of atrial arrhythmia. AstraZeneca has a
proven track record of successful developments in the cardiovascular area and
Nortran looks forward to working with AstraZeneca to ensure success of this
project."
AstraZeneca is a major international healthcare business engaged in the
research, development, manufacture and marketing of ethical (prescription)
pharmaceuticals and the supply of healthcare services. It is one of the top
five pharmaceutical companies in the world with healthcare sales of over $15
billion and leading positions in sales of gastrointestinal, oncology,
anesthesia, including pain management, cardiovascular, central nervous system
(CNS) and respiratory products.
<PAGE>
Dr. Hamish Cameron, Vice President and Head of Cardiovascular Therapy Area of
AstraZeneca said, "We are pleased to sign this agreement with Nortran. The
drug that we have in-licensed has an important role in our antiarrhythmic
program and has exciting potential for the treatment of atrial fibrillation /
flutter. This will in turn further strengthen our cardiovascular portfolio."
Nortran Pharmaceuticals is a drug discovery company focused on cardiovascular
and respiratory applications of ion channel modulating drugs.
In its program to treat life-threatening cardiac arrhythmia, Nortran has
developed several drug candidates suitable for clinical testing as treatments
for atrial arrhythmia. Nortran has shown in preclinical studies that its drug
candidates are both safe and effective in the suppression of such atrial
arrhythmia, with little risk of the dangerous side effects associated with
current drugs.
An arrhythmia occurs when the natural beating of the heart is disrupted.
Cardiac arrhythmias account for approximately one quarter of all mortality
associated with heart disease. Drugs currently available in the market are
associated with many side effects and have been shown to increase mortality in
the patients taking these drugs. The anti-arrhythmic market has an annual
potential of US $2.9 billion. Current sales of antiarrhythmics total US $1.0
billion, of which US $0.5 billion are attributable to ventricular
antiarrhythmics and US $0.5 billion to atrial antiarrhythmics. It is estimated
that there is an unmet market demand of US $2.0 billion for a safe and effective
antiarrhythmic drug.
ON BEHALF OF THE BOARD
/s/ Bob Rieder
Robert Rieder
Chief Executive Officer
The statements made in this press release may contain certain forward-looking
comments. Actual events or results may differ from the Company's expectations.
Exemption from registration pursuant to Rule 12g3-2(b), Reg. No. 82-2317. The
Canadian Venture Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
<PAGE>
ONTARIO
BRITISH COLUMBIA
ALBERTA
QUEBEC
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO),
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA),
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
Item 1. REPORTING ISSUER
Nortran Pharmaceuticals Inc.
3650 Wesbrook Mall
Vancouver, British Columbia V6S 2L2
Item 2. DATE OF MATERIAL CHANGE
October 16, 2000
Item 3. PRESS RELEASE
October 16, 2000 - Vancouver, British Columbia
Item 4. SUMMARY OF MATERIAL CHANGE
The Issuer has entered into a licensing agreement with AstraZeneca
PLC, a U.K.-based multi-national pharmaceutical company. Under the
terms of the agreement, the Issuer will grant AstraZeneca an
exclusive worldwide licence to develop and market a novel
antiarrhythmic drug candidate in exchange for up-front, milestone
and royalty payments.
Item 5. FULL DESCRIPTION OF MATERIAL CHANGE
See press release dated October 16, 2000 for a full description.
Item 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND
EQUIVALENT SECTIONS OF OTHER JURISDICTIONS
Not Applicable.
Item 7. OMITTED INFORMATION
Not Applicable.
Item 8. SENIOR OFFICER
Name: Robert W. Rieder
Title: President and Chief Executive Officer
Phone No.: (604) 222-5577
<PAGE>
Item 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
Dated at Vancouver, British Columbia, this 26th day of October, 2000.
NORTRAN PHARMACEUTICALS INC.
Per:
/s/ Robert W. Rieder
-------------------------------------
Robert W. Rieder
President and Chief Executive Officer
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
<PAGE>
Nortran 3650 Wesbrook Mall Tel: 604-222-5577
Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617
V6S 2L2 CANADA Website: www.nortran.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
TSE: NRT, CDNX: NRT, NASD BB: NTRDF
NORTRAN UPDATE AND THIRD QUARTER RESULTS
----------------------------------------
Vancouver, Canada, November 6, 2000 - Bob Rieder, President and CEO of Nortran
Pharmaceuticals Inc. ("Nortran" or the "Company"), reports that the Company
recently achieved one of its most significant corporate milestones by signing
the licensing agreement with AstraZeneca PLC ("AstraZeneca" or "AZ"). Nortran
is now focusing its antiarrhythmic drug development activities on preparing for
clinical testing of an antiarrhythmic drug candidate not covered by the AZ
license and on new partnering relationships.
Nortran's licensing agreement with AstraZeneca, a UK-based multinational
pharmaceutical company, was closed on October 16, 2000. The agreement covers a
single Nortran antiarrhythmic drug candidate, allowing Nortran the ability to
continue development and commercialization of other antiarrhythmic drugs. The
licensed drug candidate is a small molecule that has shown excellent activity
against arrhythmia in preclinical studies. It has potential to treat atrial
arrhythmia in humans.
The licensing agreement carries an upfront payment as well as milestone and
royalty payments. Two milestone payments are to be paid up to the commencement
of clinical testing. An additional milestone payment is to be paid during
clinical testing, and a final one is tied to the New Drug Application ("NDA")
required to obtain approval to market the drug. AZ will pay a high single digit
royalty on end-user sales; the royalty increases with increasing sales.
Additional milestones are payable for NDAs for other indications. AstraZeneca
will pay for all development and marketing costs associated with
commercialization of the licensed drug candidate.
In preparation for clinical testing of Nortran's lead antiarrhythmic clinical
candidate outside of the AZ agreement, formal pre-clinical toxicology testing
has now been completed. No adverse indications were observed in the expected
therapeutic dose range. Preclinical testing of the drug at the Montreal Heart
Institute indicates that it is highly effective in converting atrial arrhythmias
to normal heart rhythm. Discussions with regulatory authorities in Canada and
the U.S. prior to the Company's Investigational New Drug ("IND") submission are
underway, and Nortran expects to begin phase 1 clinical testing in Q1, 2001.
Nortran is pursuing partnering opportunities with other pharmaceutical companies
to advance the commercialization of other molecules in its antiarrhythmic drug
development program.
Nortran continues its placebo-controlled Phase II clinical trial of its lead
product, CP1, in patients with chronic, idiopathic cough. Idiopathic cough is a
sustained cough with no diagnosable cause. Such patients have a heightened
sensitivity to cough-irritants such as airborne particles, cold air or other
changes in air qualities. As a result, these patients often cough without
apparent reason. Nortran's Phase II study is focused on determining if Nortran's
anti-tussive compound, CP1, can reduce patient sensitivity to such cough-causing
irritants.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Nortran reports a net loss of $4,294,844 or 0.12 cents per common share for the
nine months ended August 31, 2000, compared with a net loss of $3,099,008 or
0.11 cents per common share for the nine months ended August 31, 1999.
The increase in loss was primarily due to higher operating expenditures in both
the research and development and general administration. Research and
development expenses were $3,277,579, an increase of 49% from the same period in
the preceding fiscal year. This increase was primarily due to the higher
research and development costs associated with the preclinical trials of the
Company's antiarrhythmic project and lower research expenditure recovery
received in the period ended August 31, 2000. General and administrative costs
increased by 46% from $744,483 for the same period in the preceding year to
$1,085,729. The increase in general administration expenses was primarily due
to higher consulting and professional fees, office and miscellaneous, and travel
and accommodation expenses incurred. Included in the increase in general
administration costs were professional fees and other expenditures associated
with the Company's application to list its common shares on the Toronto Stock
Exchange.
At August 31, 2000, the Company's cash, cash equivalents, and short-term
investments were $10,302,867, an increase of $3,518,697 from November 30, 1999.
This increase was primarily attributable to the gross proceeds collected from
the Company's special warrants financing that closed in April 2000.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Selected Financial Highlights (Canadian dollars) 1
--------------------------------------------------------------------------------
As at
Balance Sheets August 31, 2000 November 30, 1999
(Unaudited)
--------------------------------------------------------------------------------
Cash and cash equivalents $ 2,670,831 $ 4,209,003
Short-term investments 7,632,036 2,575,167
Other current assets 368,798 258,516
Total current assets 10,671,665 7,042,686
--------------------------------------------------------------------------------
Capital assets 426,576 461,576
Technology, license and patents 2,268,171 2,359,468
--------------------------------------------------------------------------------
Total assets $ 13,366,412 $ 9,863,730
--------------------------------------------------------------------------------
Current liabilities $ 746,900 $ 804,973
Long-term capital lease obligations and debt 6,836 91,306
Shareholders' equity 12,612,676 8,967,451
--------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 13,366,412 $ 9,863,730
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
For the Nine Months ended
Statements of Loss and Deficit August 31, 2000 August 31, 1999
--------------------------------------------------------------------------------
Revenue
Interest income $ 348,140 $ 154,197
Grant and other revenue 181,054 180,418
--------------------------------------------------------------------------------
529,194 334,615
--------------------------------------------------------------------------------
Expenses
Research and Development 3,277,579 2,198,475
General & Administrative 1,085,729 744,483
Amortisation 460,730 490,665
--------------------------------------------------------------------------------
4,824,038 3,433,623
--------------------------------------------------------------------------------
Net Loss for the period $ (4,294,844) $ (3,099,008)
Deficit Beginning of period (16,314,589) (11,863,269)
--------------------------------------------------------------------------------
Deficit End of period $(20,609,433) $ (14,962,277)
--------------------------------------------------------------------------------
Net Loss per Common Share 2 $ (0.12) $ (0.11)
--------------------------------------------------------------------------------
1 Condensed from the Company's unaudited financial statements.
2 Loss per share is based on the weighted average number of common shares
outstanding during the period.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE CANADIAN VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Nortran Pharmaceuticals is a drug discovery company focused on cardiovascular
and respiratory applications of ion channel modulating drugs.
In its program to treat life-threatening cardiac arrhythmia, Nortran has
developed several drug candidates suitable for clinical testing as treatments
for atrial arrhythmia. Nortran has shown in preclinical studies that its drug
candidates are both safe and effective in the suppression of atrial arrhythmia,
with little risk of the dangerous side effects associated with current drugs.
ON BEHALF OF THE BOARD
/s/ Bob Rieder
Robert Rieder
President & Chief Executive Officer
Except for the historical information presented, certain matters discussed in
this news release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from any future results, performance or achievements expressed or implied by
such statements. Such risks and uncertainties include among others, those
described in the Company's annual report in Form 20-F, including the following:
uncertainty related to early stage of development, technology and product
development; dependence on future corporate collaborations; dependence on
proprietary technology and uncertainty of patent protection; management of
growth; future capital needs and uncertainty of additional funding; intense
competition; manufacturing and market uncertainties; government regulation;
product liability exposure and insurability.
<PAGE>
ONTARIO
BRITISH COLUMBIA
ALBERTA
QUEBEC
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO),
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA),
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
Item 1. REPORTING ISSUER
Nortran Pharmaceuticals Inc.
3650 Wesbrook Mall
Vancouver, British Columbia V6S 2L2
Item 2. DATE OF MATERIAL CHANGE
November 7, 2000
Item 3. PRESS RELEASE
November 7, 2000 - Vancouver, British Columbia
Item 4. SUMMARY OF MATERIAL CHANGE
The Issuer reports on its third quarter financial results.
Item 5. FULL DESCRIPTION OF MATERIAL CHANGE
See press release dated November 7, 2000 for a full description.
Item 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND
EQUIVALENT SECTIONS OF OTHER JURISDICTIONS
Not Applicable.
Item 7. OMITTED INFORMATION
Not Applicable.
Item 8. SENIOR OFFICER
Name: Christina Yip
Title: Secretary
Phone No.: (604) 222-5577
<PAGE>
Item 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
Dated at Vancouver, British Columbia, this 8th day of November, 2000.
NORTRAN PHARMACEUTICALS INC.
Per:
/s/ Christina Yip
-------------------------------------
Christina Yip
Secretary
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
<PAGE>
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 of the
undersigned, thereunto duly authorized.
NORTRAN PHARMACEUTICALS INC.
----------------------------
(REGISTRANT)
Date: November 13, 2000
/s/ Christina Yip
----------------------------
Christina Yip
Secretary
<PAGE>
