As filed with the Securities and Exchange Commission on April 1, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nymox Pharmaceutical Corporation
(Exact name of registrant as specified in charter)
Quebec, Canada 8071 Not Applicable
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
9900 Cavendish Blvd., Suite 306
St. Laurent, QC, Canada H4M 2V2
(514) 332-3222
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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Copies to:
Marc J. Marotta Jack Gemmell
Foley & Lardner Nymox Pharmaceutical Corporation
777 East Wisconsin Avenue 9900 Cavendish Blvd., Suite 306
Milwaukee, Wisconsin 53202-367 St.-Laurent, QC, Canada H4M 2V2
(414) 271-2400 (514) 332-3222
Approximate date of commencement of proposed sale to public: As soon as
practicable after registration statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
CALCULATION OF REGISTRATION FEE
All financial information in this prospectus is in United States
dollars unless otherwise noted.
=============================== ======================= ==================== ====================== ==================
Proposed maximum Proposed maximum
Title of each class of Amount to be aggregate price aggregate offering Amount of
Securities to be registered registered(1) per unit price registration fee
- ------------------------------- ----------------------- -------------------- ---------------------- ------------------
Common shares Up to 109,879(2) $3.70 $406,553 $37.40
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Represents shares issuable on the exercise of a stock purchase warrant
issued by Nymox to Dr. Judith Fitzpatrick Davis on January 8, 2000. Under
the warrant, Dr. Fitzpatrick may purchase up to 109,879 shares in various
increments during the period between January 8, 2002 and January 8, 2005.
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The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission ("Commission"),
acting pursuant to Section 8(a) may determine.
[LOGO]
PROSPECTUS
NYMOX PHARMACEUTICAL CORPORATION
109,879 SHARES OF COMMON STOCK
NYMOX PHARMACEUTICAL
CORPORATION This prospectus may be used for Nymox to issue
periodically up to 109,879 shares of Nymox common
stock to Dr. Judith Fitzpatrick upon exercise of a
warrant held by Dr. Fitzpatrick. In addition, Dr.
Fitzpatrick may use this prospectus to resell up to
109,879 shares of common stock of Nymox that she may
acquire upon exercise of the warrant.
9900 Cavendish Blvd Nymox will not receive any of the proceeds from the
Suite 306 sale of the shares by Dr. Fitzpatrick, but will
St. Laurent, receive proceeds upon exercise by Dr. Fitzpatrick of
Quebec, Canada H4M 2v2 the warrant, except to the extent Dr. Fitzpatrick
(800) 936-9669 effects a cashless exercise of the warrant. Nymox
will pay the costs of registering the shares under
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 or any state securities
commission has approved or disapproved of these securities, or determined if
this Prospectus is truthful or accurate. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April __, 2002.
TABLE OF CONTENTS
Page
RISK FACTORS..................................................................3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES......................................9
ABOUT NYMOX..................................................................11
USE OF PROCEEDS..............................................................13
CAPITALIZATION...............................................................13
THE SECURITIES BEING OFFERED.................................................14
PLAN OF DISTRIBUTION.........................................................15
SELLING SHAREHOLDER..........................................................16
CERTAIN LEGAL MATTERS........................................................16
EXPERTS .....................................................................16
NOTICE OF EXERCISE............................................................1
ASSIGNMENT FORM...............................................................2
ACCOUNTANTS' CONSENT..........................................................1
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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
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 test, AlzheimAlert(TM). We have never
made a profit. We incurred a net loss of $4.8 million in 1998, $3.3 million in
1999 and $4.0 million in 2000. As of December 31, 2000, Nymox's accumulated
deficit was $19.9 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 that will 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 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 purchase agreement with Jaspas.
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
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
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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 MicoMeter(R) tests are made, further validation studies will be
required. Developing new diagnostic products is more challenging, requiring
identification and validation of the biochemical market 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 and hope to soon be in clinical trials on humans.
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 or
Motrin). 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.
Our treatments under development for enlarged prostate (benign
prostatic hyperplasia or BPH) face significant competition from
existingproducts. 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
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procedures tocut 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 widenthe
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, Elan PLC is marketing 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(R) 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(R), 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 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. Similar requirements exist
in many other countries. In general, such approval requires clinical testing as
to the safety and efficacy of the device
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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. Obtaining these
approvals and complying with the subsequent regulatory requirements can be both
time-consuming and expensive.
We currently sell NicAlert(TM) and NicoMeter(R) as tests for tobacco
product use and for research use. Neither is intended for medical or therapeutic
uses. As such, neither NicAlert(TM) or NicoMeter(R) require FDA approval. We
will require FDA approval for broader uses for NicAlert(TM) or NicoMeter(R) but
have not submitted either product for such approval.
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 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
ten issued or allowed patents and fifteen patent applications pending relating
to its technology. Its subsidiary, Serex Inc. has seven issued patents. Through
its licensing agreement with the Massachusetts General Hospital, Nymox has
licensed and paid for the prosecution of four issued patents relating to neural
thread proteins.
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 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
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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
22,297,525 common shares of Nymox issued and outstanding as of December 31,
2001. All of these shares are eligible for sale under Rule 144 or are otherwise
freely tradable. In addition, 1,640,000 share options are outstanding, of which
1,365,000 are currently vested and 711,286 shares are subject to issuance upon
exercise of warrants. The great majority of the Nymox options expire in 6 to 10
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 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.
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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,
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."
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.
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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.
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, 2000; 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.
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
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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 C.T. Corporation System, 111 Eighth Ave., 13th Floor, New York, NY, 10011,
telephone (212) 590-9200.
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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 development, to
-11-
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.
New Antibacterial Agents Against Infections and Food Contamination
We are developing new antibacterial agents. One agent has proven
effective against the E. coli 0157:H7 bacteria which can cause serious
contamination in meat and other food and drink products. We are developing
treatments for E. coli 0157: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.
Development of Therapeutic Products for Enlarged Prostate
We are developing treatments for enlarged prostate (benign prostatic
hyperplasia or BPH), using compounds derived from its Alzheimer's disease
research. Nymox is currently involved in formal preclinical studies of these
treatments.
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.
-12-
The NicAlert(TM) and NicoMeter(R) Tests for Tobacco Product Use
We also market NicAlert(TM) and NicoMeter(R), 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(R) 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. Our subsidiary, Serex, Inc., manufactures NicAlert(TM)
and NicoMeter(R). Both NicAlert(TM) and NicoMeter(R) 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. Both
NicAlert(TM) and NicoMeter(R) employ Serex, Inc.'s patented technology.
Legal Proceedings
Dr. Fitzpatrick, a former employee, has filed a demand for arbitration
with the American Arbitration Association concerning the termination of her
employment with the company. She is claiming damages of up to $498,000 based
upon alleged violations of New Jersey law and breach of an employment agreement,
plus attorneys fees and costs. The company believes these claims are without
merit and intends to defend the matter vigorously.
USE OF PROCEEDS
We will not realize any proceeds from the sale of the common shares by
Dr. Fitzpatrick; rather, Dr. Fitzpatrick will receive those proceeds directly.
However, we will receive proceeds if and when Dr. Fitzpatrick exercises the
warrant to purchase our common shares. We intend to use the proceeds from the
exercise of such warrant for working capital and other general corporate
purposes.
CAPITALIZATION
The following table sets forth our capitalization as of December 31,
2001.
Long term debt and capital lease obligations $0
------------------
Shareholders' 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 shareholders' equity $2,644,748
==================
Total capitalization $2,644,748
==================
-13-
THE SECURITIES BEING OFFERED
Nymox is using this prospectus for up to 109,879 Nymox common shares
that Dr. Fitzpatrick will receive upon exercise of the warrant Nymox issued to
Dr. Fitzpatrick. Dr. Fitzpatrick may also use this prospectus to resell new
common shares.
Warrant
The warrant was issued as part of the consideration issued to Dr.
Fitzpatrick in connection with her sale of Serex, Inc. common stock to Nymox in
early 2000.
The warrant provides for exercise, at a price of $3.70 per share, for
up to 109,879 Nymox shares. As of the date of this prospectus, the warrant is
exercisable with respect to 60,000 shares of common stock. The warrant becomes
exercisable with respect to an additional 30,000 shares in January of 2003 and
with respect to the remaining 19,879 shares in January of 2004. The warrant
expires on January 8, 2005.
Dr. Fitzpatrick may also effect a cashless exercise of the warrant.
Under a cashless exercise Dr. Fitzpatrick 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.
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 will 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.
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
Nymox is registering the sale of the common shares to Dr. Fitzpatrick
and the resale of those shares by Dr. Fitzpatrick. Nymox will not receive any
sales proceeds when Dr. Fitzpatrick sells the 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 Dr.
Fitzpatrick. Sales of common shares may be effected by Dr. Fitzpatrick 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. Dr. Fitzpatrick 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.
Dr. Fitzpatrick 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 Dr. Fitzpatrick 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).
Dr. Fitzpatrick 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. Dr. Fitzpatrick 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 Dr. Fitzpatrick may be deemed to be an "underwriter" within the
meaning of Section (2)(a)(11) of the Securities Act, she will be subject to the
prospectus delivery requirements of the Securities Act.
If Dr. Fitzpatrick notifies us that she 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
Dr. Fitzpatrick beneficially owns 60,003 shares of Nymox (including the
60,000 shares subject to the warrant which are currently exercisable), which
constitutes less than 1% of all of the issued and outstanding capital stock of
Nymox.
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 at December 31, 2000, 1999 and
1998 and for each of the years in the three year period ended December 31, 2000
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-
================================================================================
109,879 Common Shares
offered by
Dr. Judith Fitzpatrick
NYMOX
PHARMACEUTICAL
CORPORATION
P R O S P E C T U S
April __, 2002
================================================================================
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nymox maintains Directors' and Officers' Liability Insurance (the
"Policy") for its own benefit and for the benefit of its subsidiaries and their
respective directors and officers. Subject to the limitations therein set forth,
the Policy extends coverage to directors and officers for any loss (as defined
in the Policy) incurred in connection with the performance of their duties and
to Nymox and its subsidiaries for any loss for which they have indemnified their
respective directors or officers as permitted by law.
Section 124 of the Canada Business Corporations Act ("CBCA") provides:
Indemnification
124. (1) A corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or another
individual who acts or acted at the corporation's request as a director
or officer or an individual acting in a similar capacity, of another
entity, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by
the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved
because of that association with the corporation or other entity.
Advance of costs
(2) A corporation may advance moneys to a director, officer or other
individual for the costs, charges and expenses of a proceeding referred
to in subsection (1). The individual shall repay the moneys if the
individual does not fulfil the conditions of subsection (3).
Limitation
(3) A corporation may not indemnify an individual under subsection (1)
unless the individual
(a) acted honestly and in good faith with a view to the best
interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as
director or officer or in a similar capacity at the corporation's
request; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the individual had
reasonable grounds for believing that the individual's conduct was
lawful.
Indemnification in derivative actions
(4) A corporation may, with the approval of a court, indemnify an
individual referred to in subsection (1), or advance moneys under
subsection (2), in respect of an action by or on behalf of the
corporation or other entity to procure a judgment in its favour, to
which the individual is made a party because of the individual's
association with the corporation or other entity as described in
subsection (1) against all costs, charges and expenses reasonably
incurred by the individual in connection with such action, if the
individual fulfills the conditions set out in subsection (3).
Right to indemnity
(5) Despite subsection (1), an individual referred to in that
subsection is entitled to indemnity from the corporation in respect of
all costs, charges and expenses reasonably incurred by the
II-1
individual in connection with the defence of any civil, criminal,
administrative, investigative or other proceeding to which the
individual is subject because of the individual's association with the
corporation or other entity as described in subsection (1), if the
individual seeking indemnity
(a) was not judged by the court or other competent authority
to have committed any fault or omitted to do anything that the
individual ought to have done; and
(b) fulfils the conditions set out in subsection (3).
Insurance
(6) A corporation may purchase and maintain insurance for the benefit
of an individual referred to in subsection (1) against any liability
incurred by the individual
(a) in the individual's capacity as a director or officer of
the corporation; or
(b) in the individual's capacity as a director or officer, or
similar capacity, of another entity, if the individual acts or acted in
that capacity at the corporation's request.
Application to court
(7) A corporation, an individual or an entity referred to in subsection
(1) may apply to a court for an order approving an indemnity under this
section and the court may so order and make any further order that it
sees fit.
Notice to Director
(8) An applicant under subsection (7) shall give the Director notice of
the application and the Director is entitled to appear and be heard in
person or by counsel.
Other notice
(9) On an application under subsection (7) the court may order notice
to be given to any interested person and the person is entitled to
appear and be heard in person or by counsel.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the United States Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
Item 9. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION
----------- -----------
2.0 Stock Purchase Warrant to purchase common shares issued to
Dr. Judith Fitzpatrick, dated January 8, 2000
5.0 Opinion of Jack Gemmell, General Counsel of Nymox
23.1 Consent of KPMG LLP
23.2 Consent of Jack Gemmell, General Counsel to Nymox (included
in opinion filed herewith as Exhibit 5.0)
24.0 Powers of Attorney (contained as part of the signature page)
II-2
Item 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by section
l0(a)(3) of the Securities Act of 1933, as amended
("Securities Act").
(ii) To reflect in the prospectus included in this
registration statement any facts or events arising
after the effective date of this registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission ("SEC") pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in this registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
the periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act, that are incorporated
by reference in this registration statement;
2. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain
unsold at the termination of the offering.
4. To file a post-effective amendment to the registration
statement to include any financial statements required by Item
8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant
II-3
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Form F-3.
5. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the 1934 Act that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at the
tie shall be deemed to be the initial bona fide offering
thereof.
6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described under item 8 above, or otherwise, the
Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Montreal,
Country of Canada, on this 30th day of March, 2002.
NYMOX PHARMACEUTICAL CORPORATION
By: /s/ Paul Averback, M.D.
----------------------------------------
Paul Averback, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of March 30, 2002. Each person whose signature appears
below constitutes and appoints Dr. Paul Averback and Roy Wolvin, and each of
them individually, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully as he or she
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
/s/ Jack Gemmel /s/ Paul Averback, M.D.
- -------------------------------- ----------------------------------
Jack Gemmel Paul Averback, M.D.
Director President and Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Roy Wolvin /s/ Walter von Wartburg
- -------------------------------- -----------------------------------
Roy Wolvin Walter von Wartburg
Chief Financial Officer and Director
Secretary-Treasurer
(Principal Financial and
Accounting Officer)
/s/ Hans Black, M.D. /s/ Michael R. Sonnenreich
- -------------------------------- -----------------------------------
Hans Black, M.D. Michael R. Sonnenreich
Director Director
NYMOX CORPORATION
(Authorized Representative
in the United States)
By: /s/ Roy Wolvin
----------------------------
Roy Wolvin
Secretary-Treasurer
By: /s/ Roy Wolvin
----------------------------
Roy Wolvin
Attorney-in-fact
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.0 Stock Purchase Warrant to purchase common shares issued to
Dr. Judith Fitzpatrick, dated January 8, 2000
5.0 Opinion of Jack Gemmell, General Counsel of Nymox
23.1 Consent of KPMG LLP
23.2 Consent of Jack Gemmell, General Counsel to Nymox (included in
opinion filed herewith as Exhibit 5.0)
24.0 Powers of Attorney (contained as part of the signature page)
II-6