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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
Lorus Therapeutics Inc.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
544192107
(CUSIP NUMBER)
Herbert Abramson
22 St. Clair Avenue East, 18th Floor
Toronto, Ontario, Canada
M4T 2S3
(416) 361-1498
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
October 20, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 544192107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Technifund Inc.
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 27,656,948
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 27,656,948
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,656,948 *
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
*See Item 5, holdings are as of Oct. 27, 2008
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CUSIP No. 544192107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Herbert Abramson
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 35,628,220
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 35,628,220
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,628,220 *
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*See Item 5, holdings are as of Oct. 27, 2008
|
This Amendment No. 6 (the "Amendment") with respect to the Common Stock of
Lorus Therapeutics Inc. (the "Issuer") amends and supplements the Schedule 13D,
as amended (the "Schedule 13D"), which was originally filed on July 23, 2007.
Capitalized terms used herein but not defined shall have the meanings ascribed
thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented
as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Technifund indirectly acquired certain Common Stock on October 20, 2008,
pursuant to a private share purchase agreement in which Technifund acquired all
of the outstanding shares of a private corporation ("Holdco") owned by an adult
child of Abramson for a purchase price of CDN$3.00 (the "Holdco Transaction").
Technifund has entered into a further private agreement to sell a total of
24,917,900 shares of Common Stock in equal amounts to three private corporations
owned by each of Abramson's three adult children (the "Sale Transactions"). The
Sale Transactions, which are scheduled to be completed on October 27, 2008
subject to customary closing conditions, are for estate and tax planning
purposes of Abramson and Technifund.
The purchase price of the Common Stock reported in this Schedule 13D was
CDN$10,186,038. The Common Stock to which this Schedule 13D relates was
purchased using working capital, in respect of shares purchased by Technifund,
and personal funds in respect of shares purchased by Abramson.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on October 20, 2008, upon completion of the
Holdco Transaction, the Reporting Persons' beneficial ownership of Common Stock
was 60,546,120 shares. Of this amount, 7,971,272 shares of Common Stock
(including warrants exercisable into 1,396,689 shares of Common Stock and
options exercisable into 300,000 shares of Common Stock) were held by Abramson
directly and 52,574,848 shares of Common Stock (including warrants exercisable
into 7,598,916 shares of Common Stock) were held by Technifund directly.
Following the completion of the Sale Transactions on October 27, 2008, the
Reporting Persons' beneficial ownership of Common Stock will be 35,628,220
shares. Of this amount, 7,971,272 shares of Common Stock (including warrants
exercisable into 1,396,689 shares of Common Stock and options exercisable into
300,000 shares of Common Stock) will be held by Abramson directly and 27,656,948
shares of Common Stock (including warrants exercisable into 7,598,916 shares of
Common Stock) will be held by Technifund directly.
(b) The responses of the Reporting Persons to Items 7 through 13 on the cover
pages are incorporated herein by reference. All responses reflect the beneficial
ownership as of the close of business on October 27, 2008, assuming completion
of the Sale Transactions. Abramson exercises sole voting and dispositive power
over shares held by him and Technifund. Technifund exercises sole voting and
dispositive power over the shares held by it.
(c) The following are all transactions in the Common Stock beneficially owned by
the Reporting Persons that were effected during the past sixty days:
On October 2, 2008, Abramson was granted common stock options exercisable into
150,000 shares of Common Stock at an exercise price of CDN$0.075 per share,
expiring October 1, 2018.
On October 20, 2008, pursuant to the Holdco Transaction (see Item 3 above),
Technifund acquired 4,149,000 shares of Common Stock and warrants exercisable
into 439,300 shares of Common Stock.
On October 27, 2008, pursuant to the Sale Transactions which are subject to
closing, Technifund will sell 24,917,900 shares of Common Stock at a price of
CDN$0.06 per share.
(d) Other than the Reporting Persons, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock reported in this Schedule 13D.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit B Joint Filing Agreement, dated July 31, 2007, by and between Abramson
and Technifund*
* Previously filed with the Schedule 13D on July 23, 2007.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED OCTOBER 22, 2008
/s/ HERBERT ABRAMSON
--------------------
Herbert Abramson
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TECHNIFUND INC.
By: /s/ HERBERT ABRAMSON
------------------------
Name: Herbert Abramson
Title: President
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Lorus Therapeutics (AMEX:LRP)
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