UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2002
Immune Network Ltd.
(Translation of registrant's name into English)
1768 West 3rd Avenue, Vancouver, BC, Canada V6J 1K4
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [X ] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82 -
British Columbia QUARTERLY REPORT
Securities Commission Form 51-901F
Issuer Details Name of Issuer IMMUNE NETWORK LTD. | For Quarter Ended June 30, 2002 | Date of Report Y M D 02 08 29 |
Issuer's Address 202 - 1768 w. 3rdAvEnue |
City Province Vancouver B.C. | Postal Code V6J 1K4 | Issuer Fax No. (604) 733-6631 | Issuer Telephone No (604) 733-6623 |
Contact Person ALLEN BAIN | Contact's Position President & CEO | Contact Telephone No. (604) 733-6808 |
Contact Email Address info@immunenetwork.com | Web Site Address www.immunenetwork.com |
CERTIFICATE
The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it.
Director's Signature
/s/ Allen I. Bain | Print Full Name
ALLEN I. BAIN | Date Signed Y M D 02 08 29 |
Director's Signature
/s/ Mark K. Glusing | Print Full Name
Mark K. Glusing | Date Signed Y M D 02 08 29 |
IMMUNE NETWORK LTD. | | | |
Amalgamated under the Company Act of British Columbia (a development stage enterprise) (unaudited - prepared by management) (expressed in Canadian Dollars) | | |
| | | |
- CONSOLIDATED BALANCE SHEETS
|
| | | |
| As at June 30 | | As at December 31 |
| | | |
| 2002 | | 2001 |
| $ | | $ |
ASSETS | | | |
Current | | | |
Cash and cash equivalents | 11,563 | | 38,746 |
Accounts receivable | 8,822 | | 11,555 |
Deposits and prepaid expenses | 25,756 | | 83,438 |
| 46,141 | | 133,739 |
Capital assets | 96,427 | | 150,332 |
Intellectual properties | 183,159 | | 190,240 |
Long-term investments | - | | 321,144 |
| 325,727 | | 795,455 |
| | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | |
Current | | | |
Accounts payable and accrued liabilities | 478,884 | | 431,569 |
Loan payable to shareholder | 105,518 | | - |
Current portion of obligations under capital leases | 28,094 | | 28,850 |
| 612,496 | | 460,419 |
| | | |
Obligations under capital leases | 21,557 | | 34,585 |
| 634,053 | | 495,004 |
| | | |
Shareholders' equity | | | |
Preferred shares | - | | 7,532,021 |
Common shares[note 3.b] | 25,555,417 | | 17,887,253 |
Share Subscription | 95,995 | | - |
Contributed surplus | 57,589 | | 57,589 |
Deficit | (26,017,327) | | (25,176,412) |
| (308,326) | | 300,451 |
| 325,727 | | 795,455 |
| | | |
On behalf of the Board: | | | |
| | | |
/s/ Allen I. Bain | /s/ Mark K. Glusing |
Allen I. Bain, Director | Mark Glusing, Director |
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
IMMUNE NETWORK LTD.
(a development stage enterprise)
(unaudited - prepared by management)
(expressed in Canadian Dollars)
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
| Six month period ended June 30, 2002 $ | Six month period ended June 30, 2001 $ | Three month period ended June 30, 2002 $ | Three month period ended June 30, 2001 $ |
| | | | |
REVENUE | | | | |
Interest Income | 45 | 13,743 | 4 | 708 |
| 45 | 13,743 | 4 | 708 |
| | | | |
EXPENSES | | | | |
Research and development | 238,622 | 4,134,736 | 98,500 | 2,132,349 |
General and administrative | 439,419 | 560,086 | 276,616 | 296,023 |
Amortization | 97,717 | 111,028 | 48,321 | 51,412 |
Loss on writedown property | | 94,682 | | 94,682 |
| 775,758 | 4,900,532 | 423,437 | 2,574,466 |
Loss before undernoted items | 775,713 | 4,886,789 | 423,433 | 2,573,758 |
| | | | |
Interest on long-term liability | - | 105,593 | - | 44,842 |
Interest on capital leases | 4,920 | 7,382 | 2,293 | 3,554 |
Capital Loss | 60,282 | (11,675) | 3,208 | (11,675) |
Dividend Income | | (74,016) | | (74,016) |
| 65,202 | 27,284 | 5,501 | (37,295) |
Loss from continuing operation for the period | 840,915 | 4,914,073 | 428,934 | 2,474,686 |
| | | | |
Loss from discontinued operation for the period | - | 621,267 | - | 140,211 |
| | | | |
| | | | |
Deficit, beginning of period | 25,176,412 | 12,427,133 | 25,588,393 | 12,427,133 |
| | | | |
Deficit, end of period | 26,017,327 | 17,962,473 | 26,017,327 | 17,962,473 |
| | | | |
| | | | |
Loss per common share | | | | |
Continuing operation | 0.06 | 0.78 | 0.03 | 0.39 |
Discontinued operation | - | 0.10 | - | 0.02 |
| | | | |
Weighted average number of | | | | |
outstanding shares[note 2] | 13,352,749 | 6,332,141 | 13,352,749 | 6,332,141 |
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
IMMUNE NETWORK LTD. (a development stage enterprise) (unaudted - prepared by management) (expressed in Canadian Dollars) | | | | |
| | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | | |
| Six month period ended June 30, 2002 $ | Six month period ended June 30, 2001 $ | Three month period ended June 30, 2002 $ | Three month period ended June 30, 2001 $ |
| | | | |
OPERATING ACTIVITIES | | | | |
Loss for the period | (840,915) | (5,535,340) | (428,934) | (2,676,674) |
Items not involving cash | | | | |
Amortization | 97,717 | 672,668 | 48,321 | 332,229 |
Amortization of deferred charges | - | 19,076 | - | 8,876 |
Minority interest in loss from subsidiary | - | (312,700) | - | (31,007) |
Dilution gain amortization | - | (90,770) | - | (45,386) |
Equity in loss from significantly influenced companies | - | 1,182,096 | - | 579,405 |
Gain on Disposal of shares in Azure Dynamics | - | (936,663) | - | (936,663) |
Loss on disposal of Long-term Investment | 60,282 | 94,682 | 2,294 | 94,682 |
Long term liability for clinical research | - | 409,133 | - | 348,379 |
| (682,916) | (4,497,818) | (378,319) | (2,326,159) |
| | | | |
Accounts receivable | 2,733 | (88,679) | 1,334 | (69,806) |
Unbilled revenue | - | (31,816) | - | (20,758) |
Government grants receivable | - | 10,000 | - | 7,500 |
Investment tax credit and taxes recoverable | - | 94,077 | - | 94,112 |
Deposits and prepaid expenses | 57,682 | 90,532 | 59,945 | 70,480 |
Accounts payable and accrued liabilities | 47,315 | 2,347,170 | 39,033 | 1,833,003 |
Taxs payable | - | 213,000 | - | 213,000 |
Receivable on sale of shares | - | (750,000) | - | (750,000) |
Unearned revenue | - | 36,792 | - | (63,168) |
Cash used in operating activities | (575,185) | (2,576,741) | (278,007) | (1,011,795) |
| | | | |
FINANCING ACTIVITIES | | | | |
Proceeds from | | | | |
share subscription received | 95,995 | - | 95,995 | - |
special warrants | | (75,000) | - | (75,000) |
Proceeds from issuance of common shares | 136,143 | 96,981 | 80,000 | 75,000 |
Repayment (advance) of loan from (to) officer | - | - | - | - |
Payment on obligations under capital leases | (13,785) | (65,453) | (7,066) | (32,308) |
Loan from Shareholder | 105,518 | - | 73,217 | - |
Dividend on common shares | - | (38,484) | - | (38,484) |
Cash provided by financing activities | 323,871 | (81,956) | 242,146 | (70,792) |
| | | | |
INVESTING ACTIVITIES | | | | |
Purchase of intellectual properties | (36,731) | (8,712) | (20,746) | (8,712) |
Proceeds from disposition of Azure | - | 1,037,500 | - | 1,037,500 |
Purchase of capital assets | - | (140,364) | - | (70,885) |
Proceeds on sale of long-term investment | 260,862 | (291,888) | 46,615 | 8,152 |
Purchase of short term investment | - | (50,712) | - | 5,538 |
Cash used in investing activities | 224,131 | 545,824 | 25,869 | 971,593 |
| | | | |
Increase (decrease) in cash and | | | | |
cash equivalents | (27,183) | (2,112,873) | (9,992) | (110,994) |
Cash and cash equivalents, beginning | | | | |
of period | 38,746 | 2,578,731 | 21,555 | 576,852 |
Cash and cash equivalents, end of period | 11,563 | 465,858 | 11,563 | 465,858 |
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE TO THE FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada for interim financial information. These interim financial statements do not include all disclosures required for annual financial statements and should be read in conjunction with the Company's audited financial statements and notes thereto included as part of the Company's 2001Annual Report filed with the appropriate Securities Commissions. All amounts are expressed in Canadian dollars unless otherwise indicated.
In the opinion of management, all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position, results of operations and deficit, and cash flows at June 30, 2002 and for all period presented , have been made. Interim results are not necessarily indicative of results of a full year.
2. NET EARNINGS (LOSS) PER COMMON SHARE DATA
Basic loss per common share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding excluding contingently issuable share, if any. Since the Company's stock options and warrants are anti-dilutive, diluted loss per common share is equal to basic loss per common share.
3. SHARE CAPTIAL
(a) Authorized(1)
[i] 200,000,000 voting common shares without par value
[ii] 20,000,000 Class "A" convertible preferred shares, non-voting with par value of $1.00 per share
(1) On June 27th, 2002 - Immune Network Ltd. (OTCBB: IMMKF) announced that at the Annual General Meeting, management's proposed resolutions were passed special resolutions authorizing: (a) the consolidation (reverse split) of the Company's common shares on a ten-for-one basis, every ten common shares before consolidation being consolidated into one common share; (b) the cancellation of the 20,000,000 unissued Class "A" convertible preferred shares, and the alteration of the Articles of the Company by deleting the special rights and restrictions attaching to the Class "A" convertible preferred shares so cancelled; and (c) the increase in the number of authorized common shares on a post-consolidation basis from 20,000,000 to 200,000,000 common shares without par value, the creation of a new class of 20,000,000 preference shares without par value, and the alteration of the Articles of the Company to add special rights and restrictions attaching to the new class of preference shares.
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
(b) Issued
i).
| Number | Amount |
Common shares | of Shares | $ |
| | |
Issued upon incorporation | 0.1 | 1 |
Balance at December 31, 1991 | 0.1 | 1 |
Issued for cash pursuant to private placement, | | |
net of issuance costs of $7,848 | 200,000 | 492,154 |
Balance at December 31, 1992 and 1993 | 200,000 | 492,155 |
Issued for cash pursuant to private placement | 410,000 | 48,750 |
Balance at December 31, 1994 | 610,000 | 540,905 |
Issued for cash pursuant to private placement, | | |
net of issuance costs of $92,100 | 447,717 | 753,509 |
Share purchase loans forgiven | - | (28,800) |
Balance at December 31, 1995 | 1,057,717 | 1,265,614 |
Issued for cash pursuant to private placements | 212,082 | 572,620 |
Issued for technology | 3,333 | 9,000 |
Issued as payment for subsidiary acquisition | 426,331 | (19,930) |
Issued for cash pursuant to private placement, (net) | 105,916 | 196,063 |
Issued for cash pursuant to private placement, | | |
net of issuance costs of $431,423 | 172,500 | 517,327 |
Issued for cash upon exercise of options | 19,166 | 42,166 |
Balance at December 31, 1996 and 1997 | 1,997,045 | 2,582,860 |
Issued for cash pursuant to private placement | 40,000 | 80,000 |
Issued for cash upon exercise of options | 20,000 | 30,000 |
Balance at December 31, 1998 | 2,057,045 | 2,692,860 |
Issued for cash pursuant to private placement | 36,000 | 54,000 |
Issued for cash upon exercise of options | 62,500 | 93,750 |
Issued for cash upon exercise of warrants | 9,750 | 22,425 |
Issued for cash pursuant to private placement, | | |
net of issuance costs of $9,576 | 628,651 | 933,400 |
Balance at December 31, 1999 | 2,793,947 | 3,796,435 |
Issued for cash upon exercise of options | 242,800 | 492,885 |
Issued for cash upon exercise of warrants | 556,330 | 843,975 |
Issued via conversion of shareholder's loan | 20,000 | 50,000 |
Issued on acquisition of BC Research Inc. | 753,202 | 4,368,572 |
Issue for cash appointed of Agents Compensation Options | 3,814 | 20,975 |
Issued upon conversion of Special Warrants | 162,000 | 243,000 |
Issued for cash pursuant to private placement, | | |
net of issuance costs of $925,569 | 1,772,725 | 7,974,430 |
Balance at December 31, 2000 | 6,304,817 | 17,790,272 |
Issued for cash upon exercise of warrants | 12,323 | 21,981 |
Issued upon conversion of Special Warrants | 50,000 | 75,000 |
Balance at December 31, 2001 | 6,367,140 | 17,887,253 |
Preferred Shares Conversion (net of issuance cost of $1,883,005) | 12,993,638 | 7,531,999 |
Issue for appointed of consultant services(2) | 100,000 | 80,000 |
Issued for cash pursuant to private placement | 350,000 | 56,165 |
Balance at June 30, 2002 | 19,810,777 | 25,555,417 |
(2) On April 1st 2002, the Company entered into a consulting agreement with a third party. The company agreed to issue to the consultant an aggregate of 100,000 fully -paid and non-assessable common share in the capital of the Company, at a deemed price of US$0.50 (at the exchange rate of 1.5935) per share upon completion of the Services.
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
ii). The company is processing a private placement, which is on the basis of US$0.10 per unit, each unit converting into one common share and one common share purchase warrant at US$0.15.
At June 30, 2002 Share subscription are as follows:
Number | Amount | Date of | Exercise | Warrants | Proceeds |
Of Units | In US. | Subscription | Price | Expiry date | In CAD |
250,000 | 25,000 | 22-May-02 | US$0.10 | 15-May-04 | 39,195 |
40,000 | 4,000 | 07-Jun-02 | US$0.10 | 15-May-04 | 6,129 |
80,000 | 8,000 | 14-Jun-02 | US$0.10 | 15-May-04 | 12,246 |
50,000 | 5,000 | 19-Jun-02 | US$0.10 | 15-May-04 | 7,638 |
100,000 | 10,000 | 20-Jun-02 | US$0.10 | 15-May-04 | 15,511 |
50,000 | 5,000 | 27-Jun-02 | US$0.10 | 15-May-04 | 7,638 |
50,000 | 5,000 | 30-Jun-02 | US$0.10 | 15-May-04 | 7,638 |
620,000 | 62,000 | | | | 95,995 |
(c) Stock option plan
In June 2000, the shareholders approved the Stock Option Plan (the "Plan"), a fixed stock option plan, for which up to 662,296 common shares can be reserved for issuance to executive officers and directors, employees and consultants. The Plan may be terminated by the board of directors of the Company at any time provided that the termination does not alter the terms or conditions of any option or impair any right of any option holder. The options have a maximum term of five years and generally vest over a period of eighteen months. At June 30, 2002, 119,446 [2001 - 448,096] options are available for future grant under the Plan. The Company could also issue other stock option out of the stock option plan by resolution of the board of directors of the Company at the time required.
i). Stock option transactions for the respective periods and the number of stock options outstanding are summarized as follows:
| Number of Optioned Common Shares | Weighted Average Exercise Price |
| $ | $ |
Balance, December 31, 1998 | 173,500 | 1.70 |
Options granted | 173,000 | 2.00 |
Options exercised | (62,500) | 1.50 |
Options forfeited | (25,000) | 3.10 |
Balance, December 31, 1999 | 259,000 | 1.80 |
Options granted | 224,000 | 8.10 |
Options exercised | (242,800) | 2.00 |
Options forfeited | (26,000) | 3.00 |
Balance, December 31, 2000 | 214,200 | 8.00 |
Options granted | 517,000 | 1.50 |
Options forfeited | (169,650) | 4.00 |
Balance, December 31, 2001 | 561,550 | 3.30 |
Options granted | 4,800,000 | US$0.15 |
Options forfeited | (95,000) | 2.90 |
Balance, June 30, 2002 | 5,266,550 | 0.60 |
IMMUNE NETWORK LTD.
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
ii). At June 30, 2002 stock options outstanding are as follows
| | | | |
Number of stock options outstanding | Exercise Price $ | Expiry Date | Number of stock options exercisable | Exercise Price $ |
5,000 | 1.50 | 21-May-03 | 5,000 | 1.50 |
7,000 | 1.50 | 20-May-04 | 7,000 | 1.50 |
8,050 | 2.30 | 09-Jun-04 | 8,050 | 2.30 |
43,500 | 4.00 | 24-Jan-05 | 43,500 | 4.00 |
69,500 | 12.00 | 20-Apr-05 | 69,500 | 12.00 |
121,500 | 2.50 | 01-Jan-06 | 121,500 | 2.50 |
77,500 | 1.00 | 21-May-06 | 31,000 | 1.00 |
134,500 | 1.00 | 02-Dec-06 | 40,350 | 1.00 |
4,800,000 | 0.24 | 28-Feb-12 | 4,800,000 | 0.24 |
5,266,550 | 2.89 | | 5,125,900 | 0.50 |
iii). At June 30, 2002 Share Purchase warrants outstanding are as follows
Number of Common Shares Issuable | Exercise Price $ | Expiry Date |
| | |
700,000 | US$0.20 | 6-Mar-07 |
36,364 | 14.00 | 31-Aug-02 |
736,364 | | |
4. Subsequent Events
After June 30, 2002, additional private placement units have been subscribed, on the basis of US$0.10 per unit, each unit converting into one common share and one common share purchase warrant at US$0.15.
Share subscriptions are as follows:
Number Of Unit | Amount In US. | Date of Subscription | Exercise Price | Expiry date | Proceeds In CAD |
40,000 | US$4,000 | 12-Jul-02 | US$0.10 | 15-May-04 | 6,075 |
120,000 | US$12,000 | 01-Aug-02 | US$0.10 | 15-May-04 | 18,899 |
20,000 | US$2,000 | 02-Aug-02 | US$0.10 | 15-May-04 | 3,169 |
180,000 | US$18,000 | | | | 28,143 |
British Columbia Quarterly Report
Securities Commission Form 51-901F
Issuer Details Name of Issuer IMMUNE NETWORK LTD. | For Quarter Ended
June 30, 2002 | Date of Report Y M D 02 08 29 |
Issuer's Address 202 - 1768 West 3rd Avenue |
City Province Vancouver B.C. | Postal Code V6J 1K4 | Issuer Fax No. (604) 733-6631 | Issuer Telephone No (604) 733-6623 |
Contact Person ALLEN BAIN | Contact's Position President & CEO | Contact Telephone No. (604) 733-6808 |
Contact Email Address info@immunenetwork.com | Web Site Address www.immunenetwork.com |
CERTIFICATE
The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it.
Director's Signature
/s/ Allen I. Bain | Print Full Name
Dr. ALLEN I. BAIN | Date Signed Y M D 02 08 29 |
Director's Signature
/s/ Mark K. Glusing | Print Full Name
Mr. MARK K. GLUSING | Date Signed Y M D 02 08 29 |
IMMUNE NETWORK LTD.
SCHEDULE B: SUPPLEMENTAL INFORMATION
JUNE 30, 2002
SECTION 1 - For the Fiscal Year-to-Date (January 1, 2002 to June 30, 2002)
- Deferred costs
Intellectual properties | | | |
| Cost $ | Accumulated Amortization $ | Net Book Value $ |
| | | |
2002 | | | |
Technology | 208,835 | 130,656 | 78,179 |
License | 25,000 | 3,500 | 21,500 |
Patents | 222,107 | 145,464 | 76,643 |
Trademarks | 9,899 | 3,062 | 6,837 |
| 465,841 | 282,682 | 183,159 |
- Research and developmentexpenditures
| 2002 |
| $ |
| |
Consulting | 84,340 |
Laboratory, Office, Sundry | 82,025 |
Salaries & Benefits | 71,273 |
Travel | 10,984 |
| 248,622 |
Less: Sub-License fees Revenue | (10,000) |
Total Expenses | 238,622 |
c).General and administrative expenditures
| 2002 |
| $ |
| |
Consulting | 131,278 |
Interest and bank charges | 1,040 |
Legal, audit and accounting | 103,960 |
Office supplies | 75,629 |
Postage | 4,544 |
Promotion & entertainment | 481 |
Salaries & benefits | 60,414 |
Securities, brokerage and transfer agent fees | 58,401 |
Subscriptions | 125 |
Telephone | 4,002 |
Travel | 2,139 |
| 442,013 |
Less: Exchange Gain | (2,594) |
Total Expenses | 439,419 |
IMMUNE NETWORK LTD.
SCHEDULE B: SUPPLEMENTAL INFORMATION
JUNE 30, 2002
SECTION 2.Related Party Transactions
| 2002 $ | 2001 $ |
| | |
Legal fees and expenses charged by a firm where one of the principals is an officer of the Company | 19,213 | 60,337 |
Consulting fees charged by an accounting firm where one of the principals was an officer of the Company | - | 710 |
Consulting services rendered by directors of the Company | 24,000 | 12,000 |
SECTION 3 - For the Fiscal Year-to-Date (January 1, 2002 to June 30, 2002)
a). i. Summary of securities issued during for year-to-date period.
Date of Issuer | Type of Security | Type of Issuer | Number | Price | Total Proceeds | Type of Consideration | Commission Paid |
| | | | | | | |
11-Feb | Common shares | Preferred Shares Conversion | 12,993,638 | 1.25 | - | Shares | NIL |
06-Mar | Common shares | Private Placement | 150,00 | US0.10 | 24,071 | Cash | NIL |
06-Mar | Common shares | Private Placement | 150,00 | US0.10 | 24,071 | Cash | NIL |
06-Mar | Common shares | Private Placement | 50,00 | US0.10 | 8,024 | Cash | NIL |
01-Apr | Common shares | Private Placement(1) | 100,000 | US0.50 | 80,000 | Service | NIL |
Total | | | 13,093,988 | | 136,166 | | |
Exchange rate: 1.6047 in March , 1.5935 in April |
- On April 1st 2002, the Company entered into a consulting agreement with a third party. The company agreed to issue to the consultant an aggregate of 100,000 fully -paid and non-assessable common share in the capital of the Company, at a deemed price of US$0.50 (the exchange rate at 1.5935) per share upon completion of the Services.
ii. Summary of securities subscripted during for year-to-date period.
Name of Units subscription(i) | Amount in US. | Exercise price | # of Units | Warrants Expiry date | Proceeds in CAD |
Insiders: | | | | | |
Oh Kim Sun | 8,000 | US$0.10 | 80,000 | 15-May-04 | 12,246 |
Others: | 54,000 | US$0.10 | 540,000 | 15-May-04 | 83,749 |
Total | 62,000 | | 620,000 | | 95,995 |
(i) The company is processing a private placement, which is at US$0.10 for one unit, each unit converts one common share and one common share purchase warrant at US$0.15.
b). Summary of options granted during the year to date period
Name of Optionee | No. of Options | Exercise Price | Grant Date | Expiry Date |
Insiders: | | | | |
Allen Bain | 3,000,000 | US$0.15 | 06-March-02 | 06-March-12 |
Oh Kim Sun | 900,000 | US$0.15 | 06-March-02 | 06-March-12 |
Mark Glusing | 900,000 | US$0.15 | 06-March-02 | 06-March-12 |
Total | 4,800,000 | | | |
IMMUNE NETWORK LTD.
SCHEDULE B: SUPPLEMENTAL INFORMATION
JUNE 30, 2002
SECTION 4 - As at the End of the Quarter (June 30, 2002)
- Authorized capital and summaryof shares issued and outstanding
Please refer tointerim financial statements note 3 (a) and (b).
b)Summary of options, warrants and convertiblesecurities outstanding
Please refer tointerim financial statements note 3 (c).
c) Number of shares in escrow or subject to a pooling agreement
The Company has 5,566,667 common shares held in escrow.
SECTION 5. List of Directors and Officers
Dr. Hugh Wynne-Edwards (Director)
Dr. Allen I. Bain (Director, Chief Executive Officer, President)
Mr. Oh Kim Sun, (Director)
Mr. Mark K. Glusing (Director, Chief Operating Officer, Corporate Secretary)
QUARTERLY REPORT TO SHAREHOLDERS -
FOR THE THREE MONTHS ENDED JUNE 30, 2002
FORM 51 901F- SCHEDULE C: MANAGEMENT DISCUSSION
SECTION 1 DESCRIPTION OF BUSINESS
Immune Network Ltd., (the "Company") amalgamated under the laws of the Province of British Columbia, is a biotechnology company discovering and developing new drugs to treat major diseases. The Company is in the process of developing drugs for treatment of various immunological diseases, with a current focus on Alzheimer disease, AIDS and hepatitis C. The Company's strategy is to acquire technology rights, to add value through further development, and to obtain a return on investment in the technologies through licensing agreements, alliances, or spin-offs. The Company has not yet determined the ultimate economic viability of the drugs under development. The Company is a development stage company and does not have sales and marketing operations. To date, the Company has not earned significant revenues from its drug candidates.
SECTION 2 DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
RESEARCH PROGRESS
The Company currently has two major projects under development. The main projects are described as follows:
a) Alzheimer project ("AD2")
In 2002 Q2, the Company continued its 52-week Phase 2 Alzheimer clinical trial. In addition, the Company continued its discussions with academic and corporate collaborators toward the goal of developing and marketing a safe and effective treatment that may slow or arrests the progression of Alzheimer disease. At the end of the quarter, the final patients of the 201 patients initially enrolled in the Company's international phase 2 trial of dapsone for Alzheimer disease completed the 52-week treatment protocol. The DAD2000 trial started with initial patient enrollment in November 2000.
b) Monoclonal antibody projects
In 2002 Q2, the Company continued its work on its two lead monoclonal antibodies, designated as 1F7 and hNM01. At the University of British Columbia, Dr. Brian Conway's laboratory continued its characterization of the 1F7 cell line and its product, toward further work that will establish the utility of 1F7 in the immunotherapy of AIDS and hepatitis C infection. For the hNM01 project, the Company continued to seek opportunities for production of clinical trial grade product, as well as collaborative opportunities for testing hNM01 further, both alone and in combination with other products, both in preclinical models as well as in clinical trials.
IMMUNE NETWORK LTD.
SCHEDULE C: MANAGEMENT DISCUSSION
JUNE 30, 2002
MANAGEMENT
a) April 25, 2002 the Company announced a change in general corporate counsel from Maitland & Co. to Clark Wilson.
b) On April 25, 2002 the Company also announced it scheduled an Annual and Extraordinary General Meeting for June 27th, 2002 at which shareholders voted on a proposed share consolidation of ten (10) old common shares for every 1 (one) new common share.
c) On May 9, 2002 the Company announced that it has appointed Dr. Hugh Wynne-Edwards to its board of directors.
Dr. Wynne-Edwards is a successful entrepreneur, scientist, and businessman having had extended involvement in the technology and biotechnology sectors for many years and has been recognized for his efforts through his appointment as an Officer of the Order of Canada.
d) On May 22, 2002 the Company and Bridge Pharma Inc. announced the signing of an agreement that supersedes a previous joint venture agreement between the partiesand provides for an ongoing royalty interest for Immune Network on certain Bridge Pharma revenues.
According to the new agreement, the joint venture is amicably terminated by the parties as of May 28, 2001, and Immune Network will be entitled to a 5% royalty interest in Bridge Pharma net proceeds from former joint venture projects.
e) At the Annual General Meeting held on June 27, 2002 management's proposed resolutions were passed including special resolutions authorizing: (a) the consolidation (reverse split) of the Company's common shares on a ten-for-one basis, every ten common shares before consolidation being consolidated into one common share; (b) the cancellation of the 20,000,000 unissued Class "A" convertible preferred shares, and the alteration of the Articles of the Company by deleting the special rights and restrictions attaching to the Class "A" convertible preferred shares so cancelled; and (c) the increase in the number of authorized common shares on a post-consolidation basis from 20,000,000 to 200,000,000 common shares without par value, the creation of a new class of 20,000,000 preference shares without par value, and the alteration of the Articles of the Company to add special rights and restrictions attaching to the new class of preference shares. Management has been authorized to institute the se changes to the Company's share capital structure, which will only become effective once the special resolutions have been accepted for filing by the British Columbia Registrar of Companies. Management will in due course announce the effective date of these changes (including the share consolidation), as well as particulars regarding the new post-consolidation CUSIP number for the Company's common shares and post-consolidation trading symbol
IMMUNE NETWORK LTD.
SCHEDULE C: MANAGEMENT DISCUSSION
JUNE 30, 2002
FINANCIAL HIGHLIGHTS
For the quarter ended June 30, 2002, Immune Network Ltd. incurred a consolidated net loss relating to continuing operations of $840,915, representing a loss of $0.06 per share and net loss from to discontinued operations of $nil, representing a total net loss of $0.06 per share. This compares to a net loss for the quarter ended June 30, 2001 of $4,914,073, representing $0.78 per share and a net loss from discontinued operation $621,267, representing a total net loss of $0.10 per share.
Research and development expenses, for the quarter ended June 30, 2002 were $238,622 as compared to $4,134,736 during the quarter ended June 30, 2001. Research and development expenses incurred in 2002 were primarily due to the cost in relation to the 1F7 & hNMO1 antibody project. The costs relating to the DAD2000 Phase II Alzheimer clinical trial were paid in 2001 for work carried out in both 2001 and 2002. General and administrative expenses for the year ended June 30, 2002 were $439,419 as compared to $560,086 during the quarter ended June 30, 2002.
The results of the B.C. Research Inc. disposition have been recorded in year 2001.As this transaction occurred, the results of operations of the contract sciences and services segment have been shown as discontinued operations on previously reported financial statements and have thus been reclassified.
Legal fees were incurred in the amount of $19,213, during the quarter ended June 30, 2002 [2001 $60,337] to a legal firm where one of the associates was an officer of the company. Consultant fees were incurred in the amount of $24,000, during the quarter ended June 30, 2002 [2001 $12,000] to a person who is one of the directors and officers of the Company
SECTION 3 SUBSEQUENT EVENTS
a). On July 18, 2002 the company announced that it has signed a research agreement with ViroLogic, Inc. (NASDAQ:VLGC) to evaluate Immune Network's monoclonal antibody hNM01 for its ability to inhibit HIV replication.
Under the agreement, ViroLogic's proprietary assays will be used to evaluate the ability of hNM01 to reduce the infectivity of various strains of HIV. hNM01 is a humanized monoclonal antibody that binds to the envelope protein of HIV.
b). On July 26, 2002the company announced that the share consolidation (reverse split) on a ten old common shares for one new common share basis approved by shareholders at the June 27, 2002 Annual General Meeting, and filed with the Registrar of Companies of British Columbia on June 28, 2002, has been approved by the OTC Bulletin Board®. The company's common shares will commence trading on the OTC Bulletin Board on a post-consolidation basis on Monday, July 29, 2002 under the new symbol IMMFF. The new CUSIP number for the company's post-consolidated common shares is 452025-30-8.
IMMUNE NETWORK LTD.
SCHEDULE C: MANAGEMENT DISCUSSION
JUNE 30, 2002
c). On July 29, 2002 the company announced that it will enter into a collaborative agreement with AbNovo Inc. to develop Immune Network's monoclonal antibody portfolio. Abnovo will be dedicated to developing antibody treatments for viral infections.
d). On August 6, 2002 the company announced that it has signed a letter of agreement with Atrix Laboratories, Inc. (NASDAQ: ATRX) providing Immune Network rights to use, for regulatory purposes, certain biological data from studies involving dapsone which have been carried out by Atrix. Immune Network is entering into this agreement with Atrix as part of its strategy for developing a dapsone product for treating Alzheimer disease.
e). Additional private placement units have been subscribed, on the basis of US$0.10 per unit, each unit converting into one common share and one common share purchase warrant at US$0.15.
Share subscriptions are as follows:
Number | Amount | Date of | Exercise | Warrants | Proceeds |
Of Unit | In US. | Subscription | Price | Expiry date | In CAD |
40,000 | US$4,000 | 12-Jul-02 | US$0.10 | 15-May-04 | 6,075 |
120,000 | US$12,000 | 01-Aug-02 | US$0.10 | 15-May-04 | 18,899 |
20,000 | US$2,000 | 02-Aug-02 | US$0.10 | 15-May-04 | 3,169 |
180,000 | 18,000 | | | | 28,143 |
SECTION 5 LIQUIDITY AND CAPITAL RESOURCES
The Company had a working capital deficit as of June 30, 2002 of $566,355 (2001: Working capital deficit $2,890,776), the Company had $11,563 in cash and cash equivalents (March 31, 2001: $465,858).
The Company has no commercial revenue and its cash requirements primarily from share issuances. The Company's ability to realize the carrying value of its assets is dependent on successfully bringing its technologies to the market and achieving future profitable operations, the outcome of which cannot be predicted at this time. It will be necessary for the Company to raise additional funds for the continuing development of its technologies.
Currently, the Company is actively seeking sources of equity or debt financings to sustain its operations. Although the Company has been successful in the past in obtaining financing through the sale of its equity securities, it cannot be assured that adequate financing or financing on acceptable terms can be obtained in the future. Although the majority of the expenses in relation to the Company's core focus have been paid in full, the Company continues to operate under difficult capital market conditions. Due to the lack of readily available finance, the Company has been increasingly reducing operating expenses and has been forced to scale back the development of its non-core projects.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IMMUNE NETWORK INC.
Date: September 4, 2002
/s/ Allen Bain
Allen Bain, Chief Executive Officer