FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of July 1999
Commission File Number 0-29350
VASOGEN INC.
(Translation of Registrant's name into English)
2155 Dunwin Drive, Suite 10, Mississauga, Ontario, L5L 4M1
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20 - F or Form 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 [ ] No [ X ]
This Form 6-K consists of:
A 1999 Second Quarter issued by Vasogen Inc. on July 29, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VASOGEN INC.
By /s/ Christopher Waddick
------------------------
(Name: Christopher Waddick)
(Title: Vice-President, Finance & CFO)
Date: August 6, 1999
<PAGE>
Vasogen Inc.
1999 Second Quarter
Message To Shareholders
During the quarter, Vasogen advanced the development of its proprietary immune
modulation therapies for the treatment of cardiovascular, autoimmune and related
inflammatory diseases, announced exciting research results in the areas of
atherosclerosis and autoimmune disease, received approval to list its common
shares on the Toronto Stock Exchange, and cleared its final prospectus with
regulatory authorities--resulting in a $7.5 million increase in cash resources.
On April 22, researchers from the University of Toronto announced results from
pre-clinical studies showing that Vasogen's immune modulation therapy,
VasoCare(TM), reduced the development of atherosclerosis by up to 75 percent.
Atherosclerosis is the build-up of cholesterol-containing plaque within the
blood vessel wall and is the major cause of cardiovascular disease, the leading
cause of death and disability in developed countries. The studies were performed
in a widely accepted mouse model of human atherosclerosis, at St. Michael's
Hospital, University of Toronto, under the direction of Dr. Duncan Stewart, Head
of the Division of Cardiology. Dr. Stewart's results were presented at the
Experimental Biology Meeting of the Federation of American Societies of
Experimental Biology in Washington, D.C.
In collaboration with the University of Montreal, the Company advanced the
development of VAS971 for the protection of organs and tissues against
ischemia/reperfusion (I/R) injury during major vascular surgery. I/R injury,
which results from an interruption in blood flow, is the major cause of the
severe tissue damage during vascular surgery and leads to increased mortality,
higher complication rates, prolonged post-surgical recovery times and consequent
higher costs to health care systems. The Company has now completed the final
phase of pre-clinical studies necessary to support regulatory submission to the
FDA to commence clinical trials in the United States.
On May 4, the Company announced results showing that VAS972, the Company's
proprietary immune modulation therapy for autoimmune disease, significantly
reduced the inflammatory response in a pre-clinical study of contact
hypersensitivity. The therapeutic effect of VAS972 in this model of autoimmune
disease mechanisms, is comparable to that of several powerful but toxic
immunosuppressive agents, such as cyclosporine, which are currently used to
treat a number of autoimmune diseases.
The studies were carried out at the Sunnybrook Health Sciences Centre,
University of Toronto, under the direction of Dr. Daniel Sauder, Chief of
Dermatology and a leading authority on the immunology of the skin and skin
diseases. Contact hypersensitivity results from an immune response associated
with a particular population of T cells, the Th1 cells. Over-activity of Th1
cells is common in many autoimmune diseases including rheumatoid arthritis,
psoriasis, and multiple sclerosis. Based on Dr. Sauder's results, the Company is
proceeding with a series of pre-clinical studies at the University of Toronto to
further investigate the therapeutic potential of VAS972 in the area of
autoimmune disease.
<PAGE>
The development of VAS981 for the prevention of Graft-versus-Host Disease in
patients receiving bone marrow transplants for the treatment of certain types of
cancers is proceeding on schedule. In collaboration with Dr. David Spaner at the
Division of Cancer Biology Research, Sunnybrook Health Sciences Centre,
University of Toronto and Dr. Hans Messner, Professor of Medicine and Director
of the Bone Marrow Transplant Program, Ontario Cancer Institute/Princess
Margaret Hospital, the Company is completing the additional pre-clinical work
that is expected to enable VAS981 to enter clinical development later this year.
Vasogen concluded the quarter with the announcement that its common shares have
been approved for listing on The Toronto Stock Exchange (TSE). Trading on the
TSE under the symbol "VAS" will commence during July.
We look forward to reporting on a number of significant milestones in the months
ahead.
/s/William A. Cochrane /s/David G. Elsley
- ----------------------- ------------------------
William A. Cochrane David G. Elsley
Chairman of the Board President and CEO
<PAGE>
<TABLE>
<CAPTION>
Vasogen Inc.
Consolidated Balance Sheets
As at May 31
(in thousands of dollars) 1999 1998
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 2,568 $ 985
Marketable securities 8,158 7,945
Inventory 212 -
Prepaid expenses and advances 148 76
-------- --------
11,086 9,006
Capital assets 198 187
Less accumulated amortization (78) (153)
-------- --------
120 34
Acquired technology (note 1) 1,807 1,890
-------- --------
1,807 1,890
Total Assets $ 13,013 $ 10,930
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable & accrued liabilities $ 412 $ 225
Shareholders' equity:
Share capital 45,542 36,243
Deficit (32,941) (25,538)
------------ ------------
12,601 10,705
Total Liabilities and shareholders' equity $ 13,013 $ 10,930
============ ============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
Vasogen Inc.
Consolidated Statements of
Operations and Deficit
For the six months ended
May 31
----------------------------
(in thousands of dollars except per share amounts) 1999 1998
Expenses:
<S> <C> <C>
Research and development $ 2,040 $ 2,080
Salaries 601 580
Professional fees 296 387
General and administration 592 400
Amortization of capital assets 18 8
-------- --------
Loss for the period (3,547) (3,455)
Deficit, beginning of period, as restated (note 1) (29,394) (22,083)
-------- --------
Deficit, end of period (32,941) (25,538)
======== ========
Loss per share $ (0.12) $ (0.14)
======== ========
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
Vasogen Inc.
Consolidated Statements of
Cash Flows
For the six months ended
May 31
(in thousands of dollars) 1999 1998
<S> <C> <C>
Cash provided by (used for):
Operations:
Loss for the period $(3,547) $(3,455)
Items not involving cash:
Amortization of capital assets and technology 119 110
Services provided for common shares 259 63
Changes in non-cash working capital (342) (146)
------- -------
(3,511) (3,428)
Financing:
Shares issued for cash 9,825 5,043
Warrants exercised for cash 163 253
Options exercised for cash 55 58
Share issue costs (898) (345)
------- -------
9,145 5,009
Investing:
Increase in acquired technology (70) (129)
Maturities (purchase) of marketable securities (4,030) (917)
Increase in capital assets (39) (5)
------- -------
(4,139) (1,051)
Increase (decrease) in cash and cash
equivalents 1,495 530
Cash and cash equivalents,
beginning of period 1,073 455
------- -------
Cash and cash equivalents,
end of period $ 2,568 $ 985
======= =======
</TABLE>
See accompanying notes.
<PAGE>
Vasogen Inc.
Notes to the Consolidated Financial Statements
(1) Prior to 1998, the Company did not amortize its acquired technology.
Commencing in 1998, the Company is amortizing this technology using the
straight-line method over 20 years. This change in accounting policy has
been applied retroactively such that the carrying value of the acquired
technology previously reported has been reduced by, and the deficit
increased by, $1,904,859 and $1,700,690 as at May 31, 1999 and 1998,
respectively, these amounts representing the accumulated amortization as at
each quarter end date; amortization expense, classified within research and
development costs on the consolidated statements of operations and deficit,
increased by $102,084 for each of the quarters ended May 31, 1999 and 1998.
