TORONTO,
July 15, 2014 /CNW/ - Lorus
Therapeutics Inc. (TSX: LOR) ("Lorus" or the "Company")
announces that its shareholders will be asked to approve (i) a
change of the corporate name to "Aptose Biosciences Inc." as part
of its comprehensive rebranding efforts; and (ii) a consolidation
of the common shares of the Company at a ratio within the range of
one (1) common share for each five (5) to fifteen (15) common
shares (the "Share Consolidation") at its annual and special
meeting of shareholders (the "Meeting"). The Meeting will be
held at 10:00 a.m., Toronto time, on August
19, 2014 at the office of McCarthy Tétrault LLP located at
Suite 5300, Toronto-Dominion Bank Tower, 66 Wellington Street West,
Toronto, Ontario M5K 1E6.
Lorus shareholders will be asked at the Meeting
to approve the change of the name of the Company from "Lorus
Therapeutics Inc." to "Aptose Biosciences Inc." (the "Name
Change"). The Company is proposing to change its name as part of
repositioning the focus of its business. These efforts are aimed at
aligning the product portfolio and product development strategy for
its lead asset, LOR-253, with the strategic course set by the new
management team that was established in late 2013. In
addition the Company has expanded its geographical representation
to include the US. Further, as a research and development
organization focused on cancer, the Company will be concentrating
on identifying new therapeutics that restore innate cellular
apoptotic mechanisms typically circumvented by tumors. The
biological term "apoptosis" represents the innate self-killing
mechanisms of cells triggered upon onset of cellular damage that
may otherwise lead to cancer and is the intuitive root of the
proposed name of "Aptose Biosciences".
Although shareholder approval for the Name
Change is being sought at the Meeting, the Name Change would become
effective at a date in the future that is determined by the Board
of Directors to be in the best interest of the Corporation. Even if
the shareholders approve the Name Change, the Board may determine
not to implement the Name Change at any time after the Meeting
without further action on the part of or notice to the
Shareholders.
Additionally, and if approved by the
shareholders at the Meeting, the Board of Directors of Lorus will
have the authority to implement the Share Consolidation, the date
and exact ratio of which would be determined by the Board of
Directors within the above mentioned ratio range approved by the
shareholders. If the proposed Share Consolidation is implemented,
the number of common shares issued and outstanding will be reduced
from approximately 139,324,451 common shares (as of July 15, 2014) to between approximately
27,864,890 and 9,288,296 common shares, depending on the ratio
selected by the Board.
The proposed Share Consolidation is being
contemplated as a way to potentially increase the trading price of
the common shares as Lorus is contemplating a potential listing on
the NASDAQ Stock Exchange and the rules of the NASDAQ Stock
Exchange require a minimum trading price of $3.00 or $4.00
under certain conditions.
The Board of Directors believes that shareholder
approval of a range of potential consolidation ratios (rather than
a single consolidation ratio) provides the Board of Directors with
maximum flexibility to achieve the desired results of the Share
Consolidation. The Board of Directors' selection of the specific
ratio will be based primarily on the price level of the common
shares at the time and expected stability of that price level.
Although shareholder approval for the Share
Consolidation is being sought at the Meeting, the Share
Consolidation would become effective at a date in the future that
is determined by the Board of Directors to be in the best interest
of the Company. Even if the shareholders approve the Share
Consolidation, the Board of Directors may determine not to
implement the Share Consolidation without further action on the
part of or notice to the shareholders.
In addition, Lorus announces that its Board of
Directors approved a change to its financial year-end from
May 31 to December 31 to allow the
Company to provide continuous disclosure information on a
comparable position with its industry peer group. As a result of
this change, the Company will have a transitional seven month
financial year ending December 31,
2014. Further details regarding the change in financial
year, including the Company's interim reporting periods, will be
available in the Company's Notice of Change of Financial Year-End
prepared in accordance with section 4.8 of National Instrument
51-102, which will be filed on SEDAR at www.sedar.com under the
Company's profile for public filings.
Please refer to the Company's management proxy
circular which will be made available on SEDAR at www.sedar.com for
more details on the Share Consolidation, the Name Change and the
other matters to be covered at the Meeting. Final voting results on
all matters voted on at the Meeting will also be filed on
SEDAR.
About Lorus
Lorus is a clinical-stage biotechnology company
with a commitment to discovering and developing targeted therapies
addressing unmet medical needs in oncology. We aim to develop
therapeutics focused on novel cellular targets on the leading edge
of cancer research coupled to companion diagnostics to identify the
optimal patient population for our products. Our pipeline of cancer
drug candidates includes small molecule products and
immunotherapies providing additive or synergistic efficacy without
leading to overlapping toxicities with existing anti-cancer
regimens, facilitating the adoption of combination therapies. Lorus
Therapeutics Inc. is listed on the Toronto Stock Exchange under the
symbol LOR.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Canadian and U.S. securities laws
including regarding a potential listing on the NASDAQ Stock
Exchange, the Share Consolidation and the Name Change. Such
statements include, but are not limited to, statements relating to
Lorus' plans, objectives, expectations and intentions and other
statements including words such as "continue", "expect", "intend",
"will", "should", "would", "may", and other similar expressions.
Such statements reflect our current views with respect to future
events and are subject to risks and uncertainties and are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by us are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors could cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
described in this press release. Such expressed or implied forward
looking statements could include, among others: our ability to
obtain the capital required for research and operations; the
inherent risks in early stage drug development including
demonstrating efficacy; development time/cost and the regulatory
approval process; the progress of our clinical trials; our ability
to find and enter into agreements with potential partners; our
ability to attract and retain key personnel; changing market
conditions; and other risks detailed from time-to-time in our
ongoing quarterly filings, annual information forms, annual reports
and annual filings with Canadian securities regulators and
the United States Securities and
Exchange Commission.
Should one or more of these risks or
uncertainties materialize, or should the assumptions set out in the
section entitled "Risk Factors" in our filings with Canadian
securities regulators and the United States Securities and Exchange
Commission underlying those forward-looking statements prove
incorrect, actual results may vary materially from those described
herein. These forward-looking statements are made as of the date of
this press release and we do not intend, and do not assume any
obligation, to update these forward-looking statements, except as
required by law. We cannot assure you that such statements will
prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements.
Investors are cautioned that forward-looking statements are not
guarantees of future performance and accordingly investors are
cautioned not to put undue reliance on forward-looking statements
due to the inherent uncertainty therein.
SOURCE Lorus Therapeutics Inc.