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 April 2000
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:
Quarterly Report, First Quarter, February 2000:
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: April 19, 2000
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Vasogen Inc.
INVESTOR CONTACT
2155 Dunwin Drive, Suite 10
Mississauga, ON, Canada L5L 4M1 Trevor Burns
tel: (905) 569-2265 fax: (905) 569-9231 Investor Relations
http://www.vasogen.com tel: (905) 569-9065
e-mail: [email protected]
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During the quarter, Vasogen continued to achieve its milestones by advancing two
additional products into clinical development, targeting congestive heart
failure and the prevention of graft-versus-host disease in cancer treatment. The
Company also made new appointments to its Scientific Advisory Board and
completed a $15 million cross-border financing with senior institutions -
placing the Company in its strongest financial position ever.
Consistent with the Company's strategy of addressing significant segments of the
cardiovascular disease market, Vasogen initiated a new program in the area of
congestive heart failure (CHF). Nearly five million Americans suffer from CHF
and its prevalence is increasing at ten percent per year, primarily due to the
aging population. The condition is usually progressive, becomes irreversible,
and ultimately results in death. Regulatory submissions were completed with the
U.S. FDA to commence a placebo-controlled clinical trial of VAS991, an immune
modulation therapy designed to target a number of the pathological processes
that lead to CHF. The trial is scheduled to commence during the second quarter
at two leading U.S. cardiovascular centers: The Cleveland Clinic Foundation,
under the direction of Dr. James Young, Medical Director, Kaufman Center for
Heart Failure, and Baylor College of Medicine, under the direction of Dr.
Guillermo Torre, Medical Director, Heart Transplant Service.
Vasogen also completed regulatory submissions with Health Canada to proceed with
a clinical trial of the VAS981 cell-processing technology targeting the
prevention of graft-versus-host disease (GvHD) in leukemia patients undergoing
bone marrow transplantation. GvHD is a potentially fatal complication of bone
marrow transplantation resulting from an immune response that occurs when T
cells in the donated bone marrow (graft), identify cells and tissues in the
recipient's body (host) as foreign and mount an inflammatory response against
them. Complications associated with GvHD cost health care systems in excess of
$500 million annually and severely limit the number of donor bone marrow
transplant procedures that can be performed. The trial will be carried out at
the Princess Margaret Hospital, under the direction of Dr. Hans Messner,
Director of the Bone Marrow Transplant Program.
In addition to VAS991 and VAS981, the Company currently has clinical trials
underway for VasoCare(TM) therapy for the treatment of atherosclerotic
peripheral vascular disease, VAS971 for the prevention of ischemia/reperfusion
injury during major vascular surgery, and VAS972 for the treatment of psoriasis.
Recognizing the increased focus on clinical and regulatory activities in the
U.S., a number of senior appointments were made during the quarter to the
Company's Scientific Advisory Board - bringing added expertise in the areas of
cardiovascular and autoimmune disease, regulatory affairs, and immunology.
Appointments included: Dr. David Wofsy, George A. Zimmerman Distinguished
Professor of Medicine and Microbiology/Immunology at the University of
California, San Francisco; Dr. Craig Pratt, Professor of Medicine and Director
of Clinical Cardiology Research at Baylor College of Medicine, Houston, and past
Chair of the Cardiovascular and Renal Drugs Advisory Board of the U.S. FDA; and
Dr. Fred Rosen, President of the Center for Blood Research in Boston and
Professor of Pediatrics at the Harvard Medical School.
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Finally, a $15 million cross-border financing was concluded with senior
institutions in the United States and Canada - providing three years of cash
resources and placing the Company in its strongest financial position ever.
Vasogen is well positioned to advance the clinical development of five products
and to continue to enhance its pipeline of new applications for immune
modulation therapy.
/s/ William A. Cochrane /s/ David G. Elsley
----------------------- -------------------
William A. Cochrane David G. Elsley
Chairman of the Board President and CEO
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Vasogen Inc.
Consolidated Statements of
Operations and Deficit
For the three months ended
February 29
(in thousands of Canadian dollars except per share amounts)
2000 1999
Expenses:
Research and development $ 1,337 $ 938
Salaries 272 301
Professional fees 279 95
General and administration 292 240
Amortization of capital assets 15 9
------------ ------------
Loss for the period (2,195) (1,583)
Deficit, beginning of period (37,310) (29,395)
------------ ------------
Deficit, end of period (39,505) (30,978)
============ ============
Loss per share $ (0.06) $ (0.06)
============ ============
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Vasogen Inc.
Consolidated Statements of Cash
Flows
For the three months ended
February 29
<TABLE>
<CAPTION>
(in thousands of Canadian dollars) 2000 1999
<S> <C> <C>
Cash provided by (used for):
Operations:
Loss for the period $ (2,195) $ (1,583)
Items not involving cash:
Amortization of capital assets and technology 78 60
Services provided for common shares 233 -
Changes in non-cash working capital $ (54) $ 69
-------------- --------------
$ (1,938) $ (1,454)
Financing:
Shares issued for cash - 1,625
Warrants exercised for cash 3,030 119
Options exercised for cash 1,155 55
Special warrants issued 15,525 7,750
Share issue costs (200) (797)
-------------- --------------
19,510 8,752
Investing:
Increase in acquired technology - (40)
Maturities (purchases) of marketable securities 1,608 266
Increase in capital assets (26) (24)
-------------- --------------
1,582 202
Foreign exchange gain (loss) on cash held in foreign currency 32 (1)
Increase (decrease) in cash and cash
equivalents
19,186 7,499
Cash and cash equivalents,
beginning of period 1,031 1,073
-------------- --------------
Cash and cash equivalents,
end of period $ 20,217 $ 8,572
============== ==============
</TABLE>
<PAGE>
Vasogen Inc.
Consolidated Balance Sheets
As at February 29
(in thousands of Canadian dollars) 2000 1999
Assets
Current assets:
Cash and cash equivalents $ 20,217 $ 8,572
Marketable securities 5,968 3,862
Inventory 144 229
Prepaid expenses and advances 433 29
------------ ------------
26,762 12,692
Capital assets 326 183
Less accumulated amortization (122) (68)
------------ ------------
204 115
Acquired technology 4,081 3,681
Less accumulated amortization (2,119) (1,854)
------------ ------------
1,962 1,827
Total Assets $ 28,928 $ 14,634
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable & accrued liabilities $ 938 $ 721
Shareholders' equity:
Share capital 52,170 37,836
Special warrants (Note 1) 15,325 7,055
Deficit (39,505) (30,978)
------------ ------------
27,990 13,913
Total Liabilities and shareholders' equity $ 28,928 $ 14,634
============ ============
Note 1
During February the Company issued 1,725,000 Special Warrants at a price of
$9.00 per Special Warrant resulting in gross proceeds of $15,525,000 before
share issue costs of $200,000. Each Special Warrant is exchangeable without
further payment into one Common Share.
Subsequent to quarter end 1,725,000 Common Shares of the Company were issued
upon the automatic exercise of the Special Warrants upon the issuance of a
receipt dated March 23, 2000 for the (final) prospectus.
