File No. 333-31310
Filed pursuant to Rule 424(b)(3)
[LOGO]
PROSPECTUS
NYMOX PHARMACEUTICAL CORPORATION
200,000 SHARES OF COMMON STOCK
NYMOX PHARMACEUTICAL This prospectus relates to the resale by
CORPORATION Jaspas Investments Ltd. of up to 200,000
shares of Nymox common stock that Nymox may
issue upon exercise, in whole or in part, of
9900 Cavendish Blvd Nymox will not receive any of the proceeds
Suite 306 from the sale of the shares by Jaspas
Quebec, Canada Investments Ltd., but will St. Laurent,
H4M 2V2 receive proceeds upon exercise by Jaspas of
the warrant, except to the extent Jaspas
effects a cashless exercise (800) 936-9669 of
the warrant by surrendering to Nymox a
portion of the shares of Nymox common stock
otherwise issuable upon exercise of the
warrant. Nymox will pay the costs of
registering the sale of the shares covered by
this prospectus, including legal fees.
Nymox's common stock is listed on the
Nasdaq SmallCap Market under the symbol
"NYMX".
Investing in the common stock of Nymox involves a high degree of risk.
See "Risk Factors" beginning on Page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is March 24, 2003.
TABLE OF CONTENTS
-----------------
Page
----
RISK FACTORS...................................................................1
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES...........................................7
ABOUT NYMOX....................................................................8
RECENT DEVELOPMENT............................................................10
WHERE YOU CAN FIND MORE INFORMATION ABOUT NYMOX...............................10
USE OF PROCEEDS...............................................................11
PRICE RANGE OF COMMON SHARES..................................................11
OUTSTANDING WARRANTS AND OPTIONS..............................................13
CAPITALIZATION................................................................13
THE SECURITIES BEING OFFERED..................................................14
PLAN OF DISTRIBUTION..........................................................15
SELLING SHAREHOLDER...........................................................16
CERTAIN LEGAL MATTERS.........................................................16
EXPERTS.......................................................................16
-i-
RISK FACTORS
An investment in shares of common stock of Nymox involves a high
degree of risk. You should carefully consider each of the risks and
uncertainties described below along with all of the other information in this
prospectus and in the documents incorporated by reference into this prospectus
before deciding to invest in these shares.
It is Uncertain When, if Ever, We Will Make a Profit
We first began operations in 1995 and are only in the early stages of
commercial marketing of our diagnostic products, AlzheimAlert(TM), NicAlert(TM)
and NicoMeter(TM). We have never made a profit. We incurred a net loss of $4.8
million in 1998, $3.3 million in 1999, $4.0 million in 2000 and $3.0 million in
2001. As of December 31, 2001, Nymox's accumulated deficit was $23.1 million.
We cannot say when, if ever, Nymox will become profitable.
Profitability will depend on our uncertain ability to generate revenues from the
sale of our products and the licensing of our technology in order to offset the
significant expenditures required for us to advance our research, protect and
extend our intellectual property and develop, manufacture, license, market,
distribute and sell our technology and products successfully. Similar types of
expenditures in the past have helped produce the net losses reported above.
We May Not Be Able to Raise Enough Capital to Develop and Market Our Products
Nymox has funded its operations primarily by selling shares of its
common stock. Since late 1998, a small portion of the funds came from sales.
However, sales have not been, and may not be in the foreseeable future,
sufficient to meet our anticipated financial requirements.
We will continue to need to raise substantial amounts of capital for
our business activities including our research and development programs, the
conduct of clinical trials needed to obtain regulatory approvals and the
marketing and sales of our products. We anticipate being able to fund our
current total annual budgeted expenditures of approximately $3 million per year
over the next year through our current cash position and additional financing
including draw downs through our common stock private purchase agreement with
Lorros-Greyse Investments, Inc. Clinical trials will substantially increase cash
requirements. We anticipate being able to meet these requirements as they arise.
Any necessary clinical trials for regulatory approval following successful
preliminary clinical trials will require considerably more capital. We plan to
raise such capital either through a new round of financing and/or through
partnering with a major pharmaceutical company. Additional financing may not be
available when needed, or, if available, may not be available on acceptable
terms. If adequate funds on acceptable terms are not available, we may have to
curtail or eliminate expenditures for research and development, testing,
clinical trials, promotion and marketing for some or all of our products.
We Face Challenges in Developing and Improving Our Products
Our success depends on our ability to develop or acquire rights to new
products or to improve our existing products. We are still developing many of
our products and have not yet brought them to market. We cannot assure you that
we will be able to develop or acquire rights to such products and to market them
successfully.
Developing a treatment for Alzheimer's disease is particularly
challenging. Many pharmaceutical companies, institutions and researchers are
working on many different approaches and treatments. There is no consensus among
researchers about the cause of this fatal illness and no guarantee that our drug
development programs in this area are targeting significant factors in its
cause, progression or symptoms. It is difficult to design drug candidates that
can cross from the bloodstream into the brain, where the damage from Alzheimer's
disease is occurring. Clinical trials to establish efficacy for drugs that slow
-1-
down the progression of Alzheimer's disease over a period of months or years
often require that a large number of subjects be tracked over many months or
years, making them very expensive to conduct. The potentially long period from
discovery and patenting through development and regulatory approval to the
market can significantly reduce the patent life of an Alzheimer's disease
treatment. Any marketed treatment in this area may well eventually face
competition from "me-too" drugs developed by other pharmaceutical companies
based on our research. We will be under constant competitive pressure to improve
our products and to develop new treatments in order to protect our position in
the field.
Developing and improving our diagnostic products is also challenging.
The science and technology of the detection and measurement of very small
amounts of biochemicals in bodily fluids and tissue is evolving rapidly. We may
need to make significant expenditures in research and development costs and
licensing fees in order to take advantage of new technologies. If any major
changes to our testing technologies used in our AlzheimAlert(TM) and
NicAlert(TM) and NicoMeter(TM) tests are made, further validation studies will
be required. Developing new diagnostic products is more challenging, requiring
identification and validation of the biochemical marker being detected by the
new product in the clinical context and the development and validation of the
product designed to detect the marker.
We Face Significant and Growing Competition
The modern pharmaceutical and biotechnology industries are intensely
competitive, particularly in the field of Alzheimer's disease where there is a
large unmet need for an effective treatment. Currently there are four drugs with
the same mechanism of action approved for sale in the United States (Aricept(R),
Cognex(R), Exelon(R) and Reminyl(R)). These drugs offer some relatively
short-tem symptomatic relief, but do not treat the underlying causes of the
illness. Over the past decade, there has been an intense research effort both in
the non-profit sectors such as universities, government agencies and research
institutes and in the pharmaceutical and biotechnology industry to develop new
treatments for Alzheimer's disease. Treatment candidates under development
include:
o vaccines for Alzheimer's disease.
o enzyme-blocking therapies intended to block the production of the protein
found in the senile plaques characteristic of Alzheimer's disease. A number
of pharmaceutical and biotechnology companies including Amgen and
Bristol-Myers Squibb are working on such therapies.
o Memantine, a drug originally developed by Merz + Co. of Germany and being
developed in the United States by Forest Laboratories, Inc. and
Neurobiological Technologies, Inc., intended to reduce cell death and
injury said to be caused by the release of too much of a signal transmitter
in the brain called glutamate. The developers have applied to the FDA for
its approval for use in the United States to treat Alzheimer's disease.
o implantation of a shunt (COGNIShunt(TM)) developed by its maker, Eunoe
Inc., and designed to drain cerebrospinal fluid from the patient's skull
into his or her abdominal cavity.
o implantation of genetically modified cells that produce human nerve growth
factor into the brains of people with Alzheimer's disease. Preliminary
human testing began this year at the University of California at San Diego
in conjunction with the Salk Institute for Biological Studies.
There is also ongoing research into possible methods of preventing
Alzheimer's disease such as taking certain cholesterol-lowering drugs called
statins, estrogen replacement therapies, anti-oxidants such as vitamin E and
ginkgo biloba or anti-inflammatory drugs such as ibuprofen (e.g., Advil(R) or
Motrin(R)). The successful development of a treatment or method of preventing
Alzheimer's disease could significantly impact on our ability to develop or
market a competing treatment for Alzheimer's disease.
-2-
Our treatments under development for enlarged prostate (benign
prostatic hyperplasia or BPH) face significant competition from existing
products. There are five drugs approved for treatment of BPH: finasteride
(Proscar(R)), terazozin (Hytrin(R)), doxazozin (Cardur(R)), tamsulosin
(Flomax(R)) and prazosin (Minipres(R)). There are a number of thermal treatments
on the market designed to shrink the enlarged prostate by heating its tissue
with a device inserted through the urethra (the tube leading from the bladder
through the penis through which men urinate) or through the abdomen. The devices
on the market use microwave energy (Prostatron(R), Targis Therapy(R) or
TherMatrx(R)), low level radiowaves (TUNA System(R)), lasers (Indigo LaserOptic
Treatment System(R)), direct heat or hot water to heat or burn away prostate
tissue. A variety of surgical procedures exist to surgically reduce or remove
the prostate or to widen the urethra. These include procedures to cut away
prostate tissue which as TURP (transurethral resection of the prostate) and
using a resectoscope with an electrical loop inserted through the penis to cut
the prostate tissue. A small device used to widen the constricted urethra called
a prostatic stent can also be inserted.
The diagnostic testing industry is also highly competitive. In the
area of Alzheimer's disease, Athena Diagnostics, Inc. markets diagnostic tests
for different biochemical indicators found in blood and spinal fluid and for
genetic predispositions for the illness. Other companies are attempting to
develop and market other diagnostic products in this area. The introduction of
other diagnostics products for Alzheimer's disease or tobacco product use that
are cheaper, easier to perform, more accurate or otherwise more attractive to
the physicians, health care payers or other potential customers would have a
significant impact on the sales of our AlzheimAlert(TM), NicAlert(TM) or
NicoMeter(TM) products.
We May Not Be Able to Successfully Market Our Products
To increase our marketing, distribution and sales capabilities both in
the United States and around the world, we will need to enter into licensing
arrangements, contract sales agreements and co-marketing deals. We cannot assure
you that we will be able to enter into agreements with other companies on terms
acceptable to us, that any licensing arrangement will generate any revenue for
the company or that the costs of engaging and retaining the services of a
contract sales organization will not exceed the revenues generated.
Our Products and Services May Not Receive Necessary Regulatory Approvals
Our diagnostic products, AlzheimAlert(TM), NicAlert(TM) and
NicoMeter(TM), and our products in development, are subject to a wide range of
government regulation governing laboratory standards, product safety and
efficacy. The actual regulatory schemes in place vary from country to country
and regulatory compliance can take several years and involve substantial
expenditures.
We cannot be sure that we can obtain necessary regulatory approvals on
a timely basis, if at all, for our products in development and all of the
following could have a material adverse effect on our business:
o failure to obtain or significant delays in obtaining requisite approvals;
o loss of or changes to previously obtained approvals; and
o failure to comply with existing or future regulatory requirements.
We currently market AlzheimAlert(TM) as a clinical reference
laboratory service provided by our government-inspected clinical reference
laboratory in New Jersey. Physicians send us urine samples from their patients
to our laboratory where the AlzheimAlert(TM) test is performed and the results
reported back to the physicians. A clinical laboratory test like
AlzheimAlert(TM) does not require approval from the United States Food and Drug
Administration (FDA). Our laboratory is regulated by the Centers for Medicare &
Medicaid Services (CMS) under the Clinical Laboratory Improvement Amendments and
is subject to inspection and
-3-
certification. In addition, individual states like New York and Florida have
their own requirements for reference laboratories like ours that offer
diagnostic services. In addition, the FDA has its own regulations governing in
vitro diagnostic products, including some of the reagents used in clinical
reference laboratories. Any changes in CMS or state law requirements or in the
FDA regulations could have a detrimental impact on our ability to offer or
market any reference laboratory services and/or on our ability to obtain
reimbursement from the Medicare and Medicaid programs and providers.
We may develop a diagnostic kit based on AlzheimAlert(TM) for sale to
third parties. If so, we will require prior approval from the FDA before we can
market, distribute or sell such a product in the United States. We have not
submitted any such product to the FDA for approval. In general, such approval
requires clinical testing as to the safety and efficacy of the device and
preparation of an approval application with extensive supporting documentation.
If approved, the device would then be subject to postmarketing record and
reporting obligations and manufacturing requirements. Similar requirements exist
in many other countries. Obtaining these approvals and complying with the
subsequent regulatory requirements can be both time-consuming and expensive.
We currently sell NicAlert(TM) and NicoMeter(TM) as tests for tobacco
product use and for research use. In October, 2002, we received 510(k) clearance
from the U.S. Food and Drug Administration for our NicAlert(TM) product.
In the United States, our drugs in development will require FDA
approval, which comes only at the end of a lengthy, expensive and often arduous
process. We have not submitted any drugs for FDA approval. We have begun Phase I
safety studies for NX-1207, our investigational new drug for benign prostatic
hyperplasia (BPH). We cannot predict with any certainty the amount of time the
FDA will take to approve one of our drugs or even whether any such approval will
be forthcoming. Similar requirements exist in many other countries.
Protecting Our Patents and Proprietary Information is Costly and Difficult
We believe that patent and trade secret protection is important to our
business, and that our success will depend, in part, on our ability to obtain
strong patents, to maintain trade secret protection and to operate without
infringing the proprietary rights of others.
Obtaining and maintaining our patent position is costly. We pay for
the filing, prosecution and fees of over 200 patents and patent applications in
countries around the world, including the United States, Europe, Japan, Canada,
Australia, New Zealand and South Korea. In the United States alone, Nymox has
fourteen patents issued or allowed and at least eleven patent applications
pending relating to its technology. Its subsidiary, Serex Inc. has nine patents
issued and allowed. Through licensing agreements with the Massachusetts General
Hospital, Nymox separately licensed global patent rights relating to neural
thread proteins and to novel cancer markers that have potential application both
for the treatment and diagnosis of specific cancers. These licensed patent
rights include five issued United States patents and numerous patents and patent
application in other countries around the world.
We believe that we have strong patent protection for the products we
sell and for our product development programs and are in the process of
extending that patent protection to cover more countries or new discoveries or
products. We cannot assure you that additional patents covering new products or
improvements will be issued or that any new or existing patents will be of
commercial benefit or be valid and enforceable if challenged.
We are not currently involved in patent litigation. In the
pharmaceutical and biotechnology industry patent disputes are frequent and can
preclude the commercialization of products. Patent litigation is costly and the
outcome often difficult to predict. It can expose us to significant liabilities
to third parties and
-4-
may require us to obtain third-party licenses at a material cost or cease using
the technology or product in dispute.
We Face Changing Market Conditions
The healthcare industry is in transition with a number of changes that
affect the market for therapeutic and diagnostic test products. The U.S. Federal
and various state governments have under consideration a number of proposals
that may have the effect of directly or indirectly limiting drug prices in the
U.S. markets. Such changes may adversely affect the prices we may charge for any
therapeutic drug we develop. Funding changes and budgetary considerations can
lead major health care payers and providers to make changes in reimbursement
policies for our AlzheimAlert(TM) product. These changes can seriously impact
the potential for growth for the market for AlzheimAlert(TM), either favorably
when the decision is to offer broad coverage for our test at a reasonable price
or negatively when the decision is to deny coverage altogether. Changes in the
healthcare delivery system have resulted in major consolidation among reference
laboratories and in the formation of multi-hospital alliances, reducing the
number of institutional customers for therapeutic and diagnostic test products.
There can be no assurance that Nymox will be able to enter into and/or sustain
contractual or other marketing or distribution arrangements on a satisfactory
commercial basis with these institutional customers.
Health Care Plans May Not Cover or Adequately Pay for our Products and Services
Throughout the developed world, both public and private health care
plans are under considerable financial and political pressure to contain their
costs. The two principal methods of restricting expenditures on drugs and
diagnostic products and services are to deny coverage or, if coverage is
granted, to limit reimbursement. For single-payer government health care
systems, a decision to deny coverage or to severely restrict reimbursement for
one of our products can have an adverse effect on our business and revenues.
In the United States, where, to a significant degree, the patient
population for our products is elderly, Medicare and Medicaid are sources of
reimbursement. In general, any restriction on reimbursement, coverage or
eligibility under either program could adversely affect reimbursement to Nymox
for products and services provided to beneficiaries of the Medicare and/or
Medicaid programs. Many elderly people are covered by a variety of private
health care organizations either operating private health care plans or Medicare
or Medicaid programs subject to government regulation. These organizations are
also under considerable financial constraints and we may not be able to secure
coverage or adequate reimbursement from these organizations. Without coverage,
we will have to look to the patients themselves who may be unwilling or unable
to pay for the product; in turn, doctors may be reluctant to order or prescribe
our products in the absence of coverage of the product for the patient.
The Future Sale of Eligible Shares may Dilute Nymox's Stock Price
The issuance of further shares and the eligibility of issued shares
for sale will dilute our common stock and may lower its share price. There were
23,020,954 common shares of Nymox issued and outstanding as of December 31,
2002. All of these shares are eligible for sale under Rule 144 or are otherwise
freely tradable. In addition, 1,654,000 share options were outstanding on that
date, of which 1,489,000 are currently vested, and 611,860 shares are subject to
issuance upon exercise of warrants. The great majority of the Nymox options
expire in 3 to 8 years. These options have been granted to employees, officers,
directors and consultants of the company. Moreover, Nymox may use its shares as
currency in acquisitions.
We Face Potential Losses Due to Foreign Currency Exchange Risks
Nymox incurs certain expenses, principally relating to salaries and
operating expenses at its Canadian head office, in Canadian dollars. All other
expenses are derived in U.S. dollars. As a result, we are
-5-
exposed to the risk of losses due to fluctuations in the exchange rates between
the U.S. dollar and the Canadian dollar. We protect ourselves against this risk
by maintaining cash balances in both currencies. We do not currently engage in
hedging activities. We cannot say with any assurance that the Company will not
suffer losses as a result of unfavorable fluctuations in the exchange rates
between the United States dollar and Canadian dollar.
We Have Never Paid a Dividend and are Unlikely to do so in the Foreseeable
Future
Nymox has never paid any dividends and does not expect to do so in the
foreseeable future. We expect to retain any earnings or positive cash flow in
order to finance and develop Nymox's business.
Cautionary Statement Regarding Forward-Looking Statements
You should be aware that this prospectus and certain documents
incorporated herein by reference contains forward-looking statements about,
among other things, the anticipated operations, product development, financial
condition and operating results of Nymox, proposed clinical trials and proposed
transactions, including collaboration agreements.
By forward-looking statements, we mean any statements that are not
statements of historical fact, including (but are not limited to) statements
preceded by or that include the words, "believes", "expects", "anticipates",
"hopes", "targets" or similar expressions.
In connection with the "safe harbor" provisions in the Private
Securities Litigation Reform Act of 1995, we are including this cautionary
statement to identify some of the important factors that could cause Nymox's
actual results or plans to differ materially from those projected in
forward-looking statements made by, or on behalf of, Nymox. These factors, many
of which are beyond the control of Nymox, include Nymox's ability to:
o identify and capitalize on possible collaboration, strategic partnering or
divestiture opportunities;
o obtain suitable financing to support its operations and clinical trials;
o manage its growth and the commercialization of its products;
o achieve operating efficiencies as it progresses from a development-stage to
a later-stage biotechnology company;
o successfully compete in its markets;
o realize the results it anticipates from the clinical trials of its
products;
o succeed in finding and retaining joint venture and collaboration partners
to assist it in the successful marketing, distribution and
commercialization of its products;
o achieve regulatory clearances for its products;
o obtain on commercially reasonable terms adequate product liability
insurance for its commercialized products;
o adequately protect its proprietary information and technology from
competitors and avoid infringement of proprietary information and
technology of its competitors;
-6-
o assure that its products, if successfully developed and commercialized
following regulatory approval, are not rendered obsolete by products or
technologies of competitors; and
o not encounter problems with third parties, including key personnel, upon
whom it is dependent.
Although Nymox believes that the forward-looking statements contained
in this registration statement are reasonable, it cannot ensure that its
expectations will be met. These statements involve risks and uncertainties.
Actual results may differ materially from those expressed or implied in these
statements. Factors that could cause such differences include, but are not
limited to, those discussed under "Risk Factors."
You may request a copy of these filings, at no cost, by writing or
telephoning Nymox at the following address:
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd., Suite 306
St. Laurent, QC, Canada H4M 2V2
(514) 332-3222
You should rely only on the information that we incorporate by
reference or provide in this prospectus. We have not authorized anyone to
provide you with different information. We are not making an offer of these
securities in any jurisdiction where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of this prospectus.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Many of Nymox's directors, officers and certain experts named in this
prospectus are residents of Canada. Consequently, it may be difficult for United
States investors to effect service within the United States upon Nymox's
directors, officers or certain experts named in this prospectus, or to realize
in the United States upon judgments of courts of the United States predicated
upon civil liabilities under the Securities Act. A judgment of a court of the
United States predicated solely upon such civil liabilities would probably be
enforceable in Canada by the Canadian court if the United States court in which
the judgment was obtained had jurisdiction, as determined by the Canadian court,
in the matter. There is substantial doubt whether an original action could be
brought successfully in Canada against any of such persons or Nymox predicated
solely upon such civil liabilities.
The authorized agent to receive service of process in the United
States is CT Corporation System, 111 Eighth Ave., 13th Floor, New York, NY,
10011, telephone (212) 590-9200.
-7-
ABOUT NYMOX
Nymox is a development stage biopharmaceutical company based in
Maywood, New Jersey and Saint Laurent, Quebec, Canada. Nymox was incorporated in
May, 1995 to acquire all of the common shares of DMS Pharmaceutical Inc., a
private company which, since 1989, conducted research and development on
diagnostics and drugs for brain disorders and diseases of the aged with an
emphasis on Alzheimer's disease.
We specialize in the research and development of therapeutics and
diagnostics for the aging population with an emphasis on Alzheimer's disease.
Alzheimer's disease is a progressive, terminal brain disease of the elderly
marked by an irreversible decline in mental abilities, including memory and
comprehension, and often accompanied by changes in behavior and personality. It
currently afflicts an estimated four million people in the United States and at
least fifteen million people worldwide. As the baby-boomer generation continues
to age, these figures are expected to rise sharply.
AlzheimAlert(TM), an Aid for the Diagnosis of Alzheimer's Disease
We market a proprietary diagnostic test for Alzheimer's disease, known
as AlzheimAlert(TM), through our clinical reference laboratory in Maywood, New
Jersey. AlzheimAlert(TM) is an improved version of our AD7C(TM) test, which has
been on the market since 1997. It measures the level in urine of a brain protein
called neural thread protein which is elevated early in Alzheimer's disease. The
test helps physicians make an early diagnosis of the disease.
The early diagnosis of Alzheimer's disease is important to physicians,
patients and their families. It enables them to make informed and early social,
legal and medical decisions about treatment and care. It permits patients to
take advantage of new improvements in drug treatment and care. Even a modest
delay in institutionalization can mean substantial social and financial savings.
There is a widely recognized need for a simple, accurate and
convenient test that can help physicians diagnose Alzheimer's disease. Chapter 5
of the Surgeon General's Report on Mental Health is indicative of this
recognition. In this Report, the Surgeon General described the diagnosis of
Alzheimer's disease as "challenging" and its early detection as "difficult." As
a result, Alzheimer's disease and other dementias, the Surgeon General's report
states, are "currently underrecognized, especially in primary care settings,
where most older patients seek care."
AlzheimAlert(TM) is one of a variety of diagnostic testing
methodologies, technologies and products that have been recently developed to
aid physicians in the diagnosis of Alzheimer's disease. It is the only
commercially available urine test for this purpose and tests for a unique,
proprietary marker, neural thread protein.
Two Principal Programs to Develop Treatments for Alzheimer's Disease
We have two principal programs to develop treatments of Alzheimer's
disease. The first program targets neural thread protein, the brain protein
detected by AlzheimAlert(TM), and its role in the extensive brain cell loss
associated with Alzheimer's disease. The second program is based on spherons.
Nymox researchers believe spherons are a source of senile plaques, the
characteristic abnormality found in abundance in the brains of patients with
Alzheimer's disease and widely believed to play a major role in the cause and
course of the illness.
These programs are in the development stage. We cannot assure you that
these programs will produce effective and marketable treatments for Alzheimer's
disease. The research may fail or the compounds may not receive necessary
regulatory approval. As a development stage company, we may partner with a major
pharmaceutical company in the conduct of necessary human clinical trials, to
finish product
-8-
development, to obtain regulatory approval, and ultimately to market any
product. There is no guarantee we will be able to enter into such a partnership
arrangement on satisfactory terms.
Neural Thread Protein Based Drugs
There is a body of scientific and medical evidence showing that neural
thread protein, the brain protein detected by our AlzheimAlert(TM) test, may
play a key role in Alzheimer's disease. We are developing compounds that can
impede the effects of neural thread protein and thus potentially slow or halt
the progression of Alzheimer's disease. We licensed the basic technology to
develop such compounds including patent rights in 1997 from the Massachusetts
General Hospital as part of a sponsored research and licensing agreement and
have a similar licensing arrangement with the Rhode Island Hospital.
Drugs Targeting Spherons
We are a world leader in research and development into drugs for the
treatment of Alzheimer's disease that target spherons. Spherons are tiny balls
of densely packed protein found in brain cells scattered throughout the brains
of all humans from age one. They were first discovered, characterized and
isolated by Nymox researchers. We believe that spherons are a cause of senile
plaques and that stopping or inhibiting the transformation of spherons into
senile plaques will help stop or slow the progression of Alzheimer's disease.
You should be aware that there is no consensus among researchers about the
causes or possible treatments of Alzheimer's disease and that not all
researchers share this belief that spherons are the cause of Alzheimer's disease
or are a target for the development of treatments for the disease.
We developed and patented novel, proprietary drug screening methods
based on spherons and now have several drug candidates which have shown promise
in animal and other preclinical studies and for which we plan to seek regulatory
approval to being clinical studies for humans. We hold global patent rights
covering both methods for using spherons as targets for developing drugs and for
the actual drug candidates discovered.
The Use of Statin Drugs for the Treatment or Prevention of Alzheimer's Disease
In October 2002, we were issued a United States patent for the use of
statin drugs to treat, prevent or reduce the risk of the onset of Alzheimer's
disease. Statins are a class of commonly prescribed cholesterol lowering drugs
that have a well-established safety record and are widely available. A number of
published studies showed a link between statin use and lower incidence of
Alzheimer's disease. Research in this area is ongoing and no statin drug has
been approved for use in the treatment or prevention of Alzheimer's disease.
New Antibacterial Agents Against Infections and Food Contamination
We are developing new antibacterial agents. One agent has proven
effective against the E. coli O157:H7 bacteria which can cause serious
contamination in meat and other food and drink products. We are developing
treatments for E. coli O157:H7 contamination of meat. We also have a series of
collaboration agreements with universities and research institutions and a
biotechnology company, Biophage Inc. We have also developed other new
antibacterial agents that can potentially treat human disease such as difficult
chronic and persistent urinary tract infections and streptococcal or
staphylococcal infections. We hold patents rights in this area in the United
States and Australia and are pursuing further patent rights both in the United
States and in other countries.
-9-
Development of Therapeutic Products for Enlarged Prostate
We are developing treatments for enlarged prostate (benign prostatic
hyperplasia or BPH), using novel compounds. We have begun Phase 1 safety studies
in humans for one treatment candidate, NX-1207.
Enlarged prostate or BPH affects more than half of men in their
sixties and as many as 90% of men in their seventies and eighties. Symptoms
include more frequent urination (especially at night), difficulty urinating,
incomplete emptying of the bladder and sometimes complete inability to urinate.
More serious cases may require surgical intervention to reduce the size of the
prostate and to remove it entirely. There is a need for a simple, effective
treatment for BPH, particularly in cases where existing drug treatments have
proven to be ineffective and where more intrusive procedures such as surgical
cutting away of prostate tissue may be undesirable to the patient or bring
unacceptable risks.
The NicAlert(TM) and NicoMeter(TM) Tests for Tobacco Product Use
We also market NicAlert(TM) and NicoMeter(TM), inexpensive,
simple-to-use test strips that use urine or saliva (NicAlert(TM) only) to
determine whether a person is using tobacco products. Both NicAlert(TM) and
NicoMeter(TM) detect levels of cotinine, a byproduct of the body's breakdown of
nicotine and generally regarded as the best indicator of tobacco exposure for
smokers and nonsmokers. Both NicAlert(TM) and NicoMeter(TM) are currently being
used in research programs into tobacco use and exposure and being marketed in
the United States and Japan as tests to determine whether a person, such as a
teenager, student athlete or insurance applicant, is using a tobacco product. In
October 2002, NicAlert(TM) received FDA clearance. Both NicAlert(TM) and
NicoMeter(TM) employ the patented technology of our subsidiary, Serex, Inc.
RECENT DEVELOPMENT
On January 27, 2003 we entered into a Common Stock Private Purchase
Agreement with Lorros-Greyse Investments, Ltd., a Panamanian corporation, for
the future issuance and sale of Nymox's common shares. Under the agreement,
Lorros-Greyse is committed to purchase up to $5 million of Nymox's common shares
over the twenty-four month period ending in January of 2005. From time to time
during this period until the $5 million maximum is reached, Nymox may give
Lorros-Greyse a draw notice to purchase up to $500,000 of Nymox's common shares.
The price per common share for each purchase is equal to 97% of the average of
the closing price of the common shares on the Nasdaq Small Cap Market for the
five trading days preceding the day the draw notice is given to Lorros-Greyse.
The sale of common shares to Lorros-Greyse and any resales of common shares by
Lorros-Greyse are intended to be made pursuant to the exemption from
registration provided by Registration S under the Securities Act of 1933, as
well as any other available exemption from registration.
On January 30, 2003, Lorros-Greyse purchased 107,382 of our common
shares for $3.725 per share, or an aggregate of $400,000. This is the only draw
to date under the Common Stock Private Purchase Agreement.
WHERE YOU CAN FIND MORE INFORMATION ABOUT NYMOX
Nymox files periodic reports and other information with the SEC. You
may read and copy any document that Nymox files at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
Nymox's common shares are listed on the Nasdaq SmallCap Market. You
can consult reports and other information about Nymox that it filed pursuant to
the rules of the Nasdaq Stock Market.
-10-
The SEC allows us to incorporate by reference the information we file
with them. This means that we can disclose important information to you by
referring to documents. The information that we incorporate by reference is an
important part of this prospectus. We incorporate by reference the following
documents and any future filings that we make with the SEC under Section 13(a),
13(c) and 15(d) of the Securities Exchange Act of 1934, as amended, until we
complete the offerings using this prospectus:
o Our Annual Report on Form 20-F for the fiscal year ended December 31, 2001;
and
o Our reports on Form 6-K furnished to the SEC since the end of the fiscal
year covered by the Annual Report on Form 20-F referred to above.
o All subsequent annual reports filed by Nymox on Form 20-F, all subsequent
filings by Nymox on Form 6-K (but only to the extent that Nymox identifies
in Form 6-K that it is being incorporated by reference into this
prospectus), and all subsequent filings made under Sections 12, 13, 14 of
15(d) of the Securities Exchange Act dated after the date of this
prospectus and before the termination of the offering are deemed
incorporated by reference into, and to be a part of, this prospectus from
the date such documents are filed.
o All other reports filed by Nymox under Sections 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 20-F referred to above.
Information that we file with the SEC will automatically update and
supercede information in documents filed with the SEC at earlier dates. All
information appearing in this prospectus is qualified in its entirety by the
information and financial statements, including the notes, contained in the
documents that we incorporate by reference in this prospectus.
USE OF PROCEEDS
We will not realize any proceeds from the sale of the common shares by
Jaspas Investments Ltd.; rather, Jaspas will receive those proceeds directly.
However, we will receive proceeds if and when Jaspas Investments Ltd. exercises
the warrant to purchase the common shares. We intend to use the proceeds from
the exercise of such warrant for working capital and other general corporate
purposes.
PRICE RANGE OF COMMON SHARES
Nymox's common shares trade on the Nasdaq Stock Market. Nymox's common
shares traded on the Nasdaq National Market from December 1, 1997 until
September 16, 1999, when they began trading on the Nasdaq SmallCap Market.
Nymox's common shares also traded on the Montreal Exchange from December 18,
1995 until November 19, 1999.
The following tables set out the high and low reported trading prices
of the common shares on the Nasdaq Stock Market during the periods indicated.
Annual High and Low Market Prices - Past five years
YEAR ANNUAL HIGH ANNUAL LOW
---- ----------- ----------
1997 $10.750 $6.250
1998 $13.625 $2.500
1999 $ 5.875 $2.500
2000 $10.563 $1.063
2001 $ 4.910 $1.750
2002 $ 5.750 $2.800
2003 $ 4.400 $3.410
-11-
Quarterly High and Low Market Prices - Past Two Years
YEAR QUARTERLY PERIOD HIGH SALES PRICE LOW SALES PRICE
---- ---------------- ---------------- ---------------
2001 1ST Quarter $3.000 $1.750
2nd Quarter $3.100 $1.760
3rd Quarter $4.910 $2.310
4th Quarter $5.000 $3.650
2002 1st Quarter $4.410 $3.500
2nd Quarter $4.750 $2.810
3rd Quarter $5.750 $3.050
4th Quarter $4.500 $2.800
2003 1st Quarter $4.400 $3.410
Monthly High and Low Market Prices - Most Recent Six Months
DATE MONTHLY HIGH MONTHLY LOW
---- ------------ -----------
September, 2002 $4.550 $3.050
October, 2002 $3.650 $2.800
November, 2002 $4.220 $3.460
December, 2002 $4.500 $3.320
January, 2003 $4.150 $3.410
February, 2003 $4.400 $4.160
-12-
OUTSTANDING WARRANTS AND OPTIONS
Description Warrants Issued Exercise Price Expiry Date
----------- --------------- -------------- -----------
Series H 66,667 $9.375 Mar. 6, 2004
Series I 26,667 $7.8125 Mar. 6, 2004
Series E 200,000 $4.5315 Nov. 30, 2004
Series F 160,000 $4.0625 Nov. 30, 2004
Series G 109,879 $3.70 Jan. 8, 2005
Series G 5,783 $3.70 Jan. 8, 2005
Series J 42,864 $3.70 Jul. 31, 2005
The total number of shares subject to options at February 28, 2003 was
1,654,000, of which options representing 1,489,000 shares are currently
exercisable. Of those, the total number of shares subject to options held by
directors and officers of Nymox is 930,000, of which options representing
825,000 shares are currently exercisable.
There are no rights, warrants or options presently outstanding under
which Nymox could issue additional common shares, with the exception of options
enabling certain directors, employees and consultants of Nymox to acquire common
shares under Nymox's stock option plan as summarized in the preceding paragraph
and of warrants entitling the holders to acquire up to 611,860 common shares of
Nymox as outlined in the above table.
CAPITALIZATION
The following table sets forth our capitalization as of December 31,
2001. This table should be read in conjunction with the financial statements and
related notes, and the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the documents incorporated by
reference into this prospectus.
Long term debt and capital lease obligations $0
------------------
Shareholder's Equity:
Share Capital and Other:
Common stock, no par value; 22,297,525 shares issued and outstanding
Shares authorized for issue: unlimited $25,376,557
Warrants 421,638
Accumulated deficit ($23,153,447)
------------------
Total shareholder's equity $2,644,748
==================
Total capitalization $2,644,748
==================
-13-
THE SECURITIES BEING OFFERED
This prospectus relates to the up to 200,000 Nymox common shares
issuable to Jaspas Investments Ltd. upon exercise, in whole or in part, of a
warrant Nymox issued to Jaspas Investments Ltd.
Warrant
Under the terms of the Stock Purchase Agreement, dated November 1,
1999, between Jaspas Investments Ltd. and Nymox, we granted Jaspas a warrant to
purchase 200,000 shares of Nymox's common shares, exercisable for a period of
five (5) years from November 30, 1999, at an exercise price equal to 110% of the
average daily price of the common shares on the closing date of November 12,
1999. The average daily price of Nymox's shares for that day was $4.1097; thus
the exercise price for the warrant is $4.5315.
The warrant permits Jaspas to purchase up to 200,000 shares through
one or more exercises of the warrant at any time after November 30, 1999 and
before the close of business on November 30, 2004.
Jaspas may also effect a cashless exercise of the warrant. Under a
cashless exercise Jaspas may, in whole or in part, exercise the warrant without
payment to Nymox of the exercise price and be entitled to receive the number of
shares of Nymox equal to the quotient obtained by dividing [(A-B) (X)] by (A)
where:
A = the average of the high and low trading prices per share of
Common Stock on the Trading Day preceding the date of such
election on the Nasdaq Stock Market, or if the Common Stock is
not traded on the Nasdaq Stock Market, then the principal market
in terms of volume, and converted into US Dollars;
B = the Exercise Price of the Warrants; and
X = the number of shares issuable upon exercise of the Warrants in
accordance with the terms of this Warrant.
Common Shares
Our articles of incorporation authorize the issuance of an unlimited
number of common shares. They do not authorize the issuance of any other class
of shares. As of December 31, 2002, 23,020,954 common shares of Nymox were
issued and outstanding.
The holders of the common shares of our Company are entitled to
receive notice of and to attend all meetings of the shareholders of our Company
and have one vote for each common share held at all meetings of the shareholders
of our Company. Our directors are elected at each annual meeting of shareholders
and do not stand for reelection at staggered intervals.
The holders of common shares are entitled to receive dividends and our
company may pay dividends, as and when declared by our board of directors, out
of moneys properly applicable to the payment of dividends, in such amount and in
such form as our board of directors may from time to time determine, and all
dividends which our board of directors may declare on the common shares shall be
declared and paid in equal amounts per share on all common shares at the time
outstanding. Nymox has never declared a dividend on the common shares and has no
present intention of ever paying such a dividend.
In the event of the dissolution, liquidation or winding-up of the
company, whether voluntary or involuntary, or any other distribution of assets
of the company among its shareholders for the purpose of winding up its affairs,
the holders of the common shares will be entitled to receive the remaining
property and assets of the company.
-14-
PLAN OF DISTRIBUTION
We are registering the resale by Jaspas Investments Ltd. of common
shares issuable to Jaspas upon exercise of the warrant issued to Jaspas on
November 1999. Nymox will not receive any sales proceeds from Jaspas' sale of
these shares. All costs, expenses and fees in connection with the registration
of the common shares offered by this prospectus will be borne by Nymox.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of common shares will be borne by Jaspas. Sales of common shares pursuant
to this prospectus may be effected by Jaspas from time to time in one or more
types of transactions (which may include block transactions) on the Nasdaq
SmallCap Market or on any other exchange in which the common shares are listed.
Jaspas can sell the shares in negotiated transactions, through put or call
options transactions relating to the common shares, through short sales of
common shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at negotiated prices or at fixed prices, which
may be changed. These transactions may or may not involve brokers or dealers.
Jaspas Investments Ltd. may sell the shares directly to purchasers or
to or through broker-dealers, which may act as agents or principals. The
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from Jaspas and/or the purchasers of common shares for who such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
Jaspas and any broker-dealer that acts in connection with the sale of
common shares may be deemed to be an "underwriter" within the meaning of Section
2(a)(11) of the Securities Act of 1933, and any commissions received by such
broker-dealers and any profit on the resale of the common shares sold by them
while acting as principals will be deemed to be underwriting discounts or
commissions under the Securities Act. Jaspas may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
common shares against certain liabilities, including liabilities arising under
the Securities Act.
Because Jaspas may be deemed to be an "underwriter" within the meaning
of Section (2)(a)(11) of the Securities Act, it will be subject to the
prospectus delivery requirements of the Securities Act.
If Jaspas Investments Ltd. notifies us that it has entered into any
material arrangement with a broker-dealer for the sale of Nymox common shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement to
this prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:
o the name of the participating broker-dealer(s);
o the number of shares involved;
o the price at which such shares were sold
o the commission paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
o whether the broker-dealer(s) conducted any investigations to verify
the information in or incorporated by reference in this prospectus;
and
o other material facts of the transactions.
-15-
SELLING SHAREHOLDER
Jaspas Investments Ltd. has informed us that it does not presently own
any common shares of Nymox Pharmaceutical Corporation. Jaspas' principal offices
are located in the British Virgin Islands, c/o Beacon Capital Management,
Harbour House, 2nd Floor, Waterfront Drive, Road Town, Tortals, British Virgin
Islands.
CERTAIN LEGAL MATTERS
The validity of the common shares offered hereby will be passed upon
for Nymox by Jack Gemmell, General Counsel of Nymox.
EXPERTS
The financial statements of Nymox as of December 31, 2001, 2000 and
1999 and for each of the years in the three year period ended December 31, 2001
have been incorporated by reference in this prospectus and in the registration
statement in reliance upon reports of KPMG LLP, independent auditors, and upon
the authority of KPMG LLP as experts in accounting and auditing.
-16-
================================================================================
Up to
200,000 Common Shares
offered by
Jaspas Investments Ltd.
NYMOX
PHARMACEUTICAL
CORPORATION
P R O S P E C T U S
March 24, 2003
================================================================================