U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 10, 2002
GENEMAX CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA
(State or other Jurisdiction as Specified in Charter)
00-27239 88-0277072
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
(Address of Principal Executive Offices)
(360) 332-7734
(Issuer's telephone number)
Items 1 through 4, 6 and 8 not applicable.
Item 5. Other Events
On December 3, 2002, the board of directors of GeneMax Corp., a Nevada
corporation (the "Company") approved and authorized the appointment of Dr.
Wilfred Jefferies as chairman of the board of directors of the Company and Dr.
Julia Levy as chairperson of the Scientific Advisory Board. Effective on
December 6, 2002, the board of directors of the Company also approved the
appointment of Dr. Karl Erik Hellstrom as a director of the Company. See the
attached press release dated December 9, 2002 for further information.
As of the date of this Report, the directors and executive officers of the
Company are as follows:
Name Age Position
---- --- --------
Ronald L. Handford 50 Director and President/
Chief Executive Officer
Dr. Wilfred Jefferies 44 Director/Chairman of the Board
and Chief Scientist Officer
James D. Davidson 55 Director and Chief Financial
Officer/Secretary
Alan P. Lindsay 52 Director
Grant Atkins 42 Director
Dr. Karl E. Hellstrom 68 Director
Biographies of Directors and Officers
RONALD L. HANDFORD, B.A.Sc., M.B.A. is the President/Chief Executive
Officer and a director of the Company and of GeneMax Pharmaceuticals, Inc. Mr.
Handford has over 29 years of international experience in business, finance and
leading public and private companies. He conducted the due diligence review of
the GeneMax technology acquisition, negotiated the key license, operating and
management contracts, prepared the business plan and arranged the private seed
capital with the assistance of the other members of the business team. Mr.
Handford is an engineering graduate from the University of British Columbia with
an MBA from the University of Western Ontario. From 1993-1996, he was investment
officer at the International Finance Corporation, the private sector arm of the
World Bank, in Washington D.C. Before that he was a vice president with Barclays
Bank in Toronto, responsible for their structured finance activities in Canada.
He is experienced in capital raising, as well as in building and administering
public and private companies.
DR. WILDRED JEFFERIES, D.Phil. (Oxon) is the Chief Scientist Officer, a
director and the chairman of the board of directors of the Company and of
GeneMax Pharmaceuticals, Inc. Dr. Jefferies is a Professor of Medical Genetics,
Microbiology and Immunology, and a member of the Biomedical Research Centre and
the Biotechnology Laboratory at the University of British Columbia
(http//www.brc.ubc.ca/facult/wilf/wilf.htm). He is the lead researcher on the
scientific discoveries that form the bases of GeneMax Pharmaceuticals, Inc. Dr.
Jefferies received his D.Phil. from Oxford and was a post-doctoral research
fellow at the Karolinska Institute in Sweden and the Swiss Cancer Institute in
Lausanne. His current research foci at UBC are iron transport/metabolism and
antigen processing. Dr. Jefferies was the founder of Synapse Technologies Inc.,
which was acquired in 2002 by BioMarin Pharmaceutical. He oversees the
scientific development of the Company.
JAMES D. DAVIDSON, B.A., M.A., M. Litt. (Oxon)m, is the Chief Financial
Officer/Secretary and a director of the Company and of GeneMax Pharmaceuticals,
Inc. Mr. Davidson is a private investor and analyst. He founded Agora, Inc., a
worldwide publishing group with offices in Baltimore, London, Dublin, Paris,
Johannesburg, Melbourne and other cities, and The Hulbert Financial Digest and
Strategic InvestmentIn conjunction with Lord Rees-Mogg, co-editor of Strategic
Investment and former editor of the Times of London, Mr. Davidson co-authored a
series of books on financial markets. Mr. Davidson is also a current or recent
director of a number of companies, many of which he co-founded. They include in
addition to GeneMax, MIV Therapeutics, BEVsystems, New Paradigm Capital
(Bermuda), Anatolia Minerals Development Corporation, and Wharekauhau Holdings
(New Zealand). In addition, Mr. Davidson is a director of Plasmar, S.A. (La Paz,
Bolivia), Martinborough Winery Ltd. (New Zealand) and New World Premium Brands
Ltd. (New Zealand). He is the editor of Vantage Point Investment Advisory, a
private financial newsletter with a worldwide circulation.
ALAN P. LINDSAY is a director of the Company and of GeneMax
Pharmaceuticals, Inc. Mr. Lindsay has an extensive backgrounds in business
management, marketing and finance. He is currently chairman and chief executive
officer of MIV Therapeutics, Inc., an OTCBB medical devises company developing a
novel laser-cut stent with drug delivery capability. In addition, Mr. Lindsay
headed up and built a significant business and marketing organization for a
major international financial institution in Vancouver, British Columbia. Mr.
Lindsay has raised over $100 million of equity financing for private and public
companies over the last five years. Mr. Lindsay is a graduate of the M.L.I.
management development program.
GRANT ATKINS is a director of the Company. Mr. Atkins had been the
president, secretary and treasurer and a director of the Company since March 1,
2001. For the past ten years, Mr. Atkins has provided services as a financial
and project coordination consultant to clients in government and private
industry. He has extensive multi-industry experience in the fields of finance,
administration and business development. Mr. Atkins has a Commerce degree from
the University of British Columbia specializing in finance. He had many years of
experience in both director and officer designations of various public
companies.
DR. KARL E. HELLSTROM is a director of the Company and of GeneMax
Pharmaceuticals, Inc. Dr. Karl Hellstrom received his M.D. and Ph.D. degrees
from the Karolinska Institute in Stockholm, Sweden, initially working in the
area of tumor biology with an emphasis on immunogenetics. Subsequently, Dr.
Hellstrom became a professor in pathology and an adjunct professor in
microbiology/immunology at the University of Washington Medical School. During
1975, Dr. Hellstrom moved to the newly established Fred Hutchinson Cancer
Research Center in Seattle, Washington, as a director of its Tumor Immunology
Program. In 1983, he joined the biotechnology company Oncogen which, in 1990,
was integrated into the Pharmaceutical Research Institute of Brisol-Myers Squibb
Company. Dr. Hellstrom then became vice president of Oncology Discovery and,
since 1995, of Immunotherapeutics. During 1997, Dr. Hellstrom moved from
Bristol-Myers Squibb to Pacific Northwest Research Institute, where he is
currently leading a group in Tumor Immunology as a principal investigator. Dr.
Hellstrom also currently retains an affiliate professorship at the University of
Washington Medical School. He has been a past member of two NIH Study Sections
(Immunobiology and Experimental Immunology), and a member of the Scientific
Advisory Board of Memorial Sloan Kettering Institute for Cancer Research as well
as of the Scientific Advisory Board of Hybritech Inc. Dr. Hellstrom has received
many awards, including the Parke-Davis award in experimental pathology, Alpha
Omega Alpha, the Lucy Wortham James award of the Ewing Society, the Pap Award
for outstanding contribution to cancer research, the Humboldt Award to a senior
U.S. scientist, and the yearly American Cancer Society National Award. He has
also been honored as Knight of the Northern Star, First Class, Swedish Order of
Merit.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Press Release Date December 9, 2002
SIGNATURES
In accordance with 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, hereunto duly authorized.
GENEMAX CORP.
Date: December 10, 2002 By: /s/ Ronald L. Handford
--------------------------
Ronald L. Handford, President and
Chief Executive Officer
EXHIBIT 99.4
GENEMAX CORP. (OTCBB Symbol - GMXX, FWB Symbol - GX1, WKN: 645096,
ISN: US36870Q1031)
FOR IMMEDIATE RELEASE Blaine, Washington December 9, 2002
BUSINESS EDITORS:
GENEMAX CORP common stock is traded on the OTC Bulletin Board in the
United States under the symbol GMXX and on the Frankfurt Stock
Exchange under the symbol GX1.
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GENEMAX CORP. ANNOUNCES APPOINTMENTS OF DR. WILFRED JEFFERIES AS CHAIRMAN OF THE
BOARD OF DIRECTORS, DR. JULIA LEVY AS CHAIR OF THE SCIENTIFIC ADVISORY BOARD,
AND DR. KARL ERIK HELLSTROM, LEADING CANCER IMMUNOLOGIST, TO THE BOARD OF
DIRECTORS
GeneMax Corp. announces today that Dr. Wilfred Jefferies has been appointed
Chairman of the Board of Directors, in addition to his role as Chief Scientific
Officer. Dr. Julia Levy has been appointed Chair of the Company's Scientific
Advisory Board, which will guide clinical trials, scientific development as well
as making recommendations to the Board of Directors. The appointment of Dr.
Jefferies to Chairman of the Board recognizes his position as the vision and
drive behind the technological development of GeneMax. Dr. Karl Erik Hellstrom
joined the Board of Directors concurrently with these appointments.
Dr. Levy said, " While I am seeking to reduce significantly my director
appointments and corporate activities generally, I believe Dr. Jefferies' work
in the area of cancer immunotherapies is truly compelling and I look forward to
chairing the GeneMax Scientific Advisory Board to help guide the rapid
development of TAP-related products into clinical trials. The Scientific
Advisory Board appointment allows me to concentrate on GeneMax's scientific
development without the increasing time commitment required as a GeneMax
director".
Dr. Karl Erik Hellstrom received his M.D. and Ph.D. degrees from the Karolinska
Institute in Stockholm, Sweden, initially working in the area of tumor biology
with an emphasis on immunogenetics. As a student of Dr. George Klein, he was a
member of the team that showed, for the first time, a tumor-destructive immune
response to an animal's own, autologous tumor. After being recruited to the
faculty of the University of Washington Medical School (Professor in Pathology
with an adjunct Professorship in Microbiology/Immunology), in 1966, Karl Erik
Hellstrom, and his wife, Dr. Ingegerd Hellstrom, became internationally known
after they reported that there is a T- lymphocyte-mediated immune response to
human tumors, a discovery that opened new avenues for research and development
of cancer therapy. Subsequently their team discovered some of the first
monoclonal antibodies to antigens expressed by human tumors, and they were among
the first to publish on the utility of such antigens as possible targets for
antibody-mediated cancer therapy via drug conjugates, immunotoxins, or
antibodies alone. In addition to having authored some 440 papers and been
awarded many US and foreign patents, Karl Erik Hellstrom has, together with his
wife, contributed to science by training a number of graduate students and
postdoctorals, several of whom went on to leading positions in academia or
industry.
He moved in 1975 to the newly established Fred Hutchinson Cancer Research Center
in Seattle as Director of its Tumor Immunology Program. In 1983, he joined the
then founded biotechnology company Oncogen which, in 1990, was integrated into
the Pharmaceutical Research Institute of the Bristol-Myers Squibb Company. Dr.
Hellstrom became Vice President, first of the Oncology Discovery and, since
1995, of Immunotherapeutics. In the Fall of 1997 Dr. Hellstrom moved from
Bristol-Myers Squibb to Pacific Northwest Research Institute, where he, together
with Dr. Ingegerd Hellstrom, is leading a group in Tumor Immunology as a
Principal Investigator. He retains an Affiliate Professorship at the University
where he sometimes teaches. Dr. Hellstrom has been a past member of two NIH
Study Sections (Immunobiology and Experimental Immunology), and of the
Scientific Advisory Board of Memorial Sloan Kettering Institute for Cancer
Research as well as of the Scientific Advisory Board of Hybritech Inc. He has
received many awards, including the Parke-Davis award in experimental pathology,
Alpha Omega Alpha, the Lucy Wortham James award of the Ewing Society, the Pap
Award for outstanding contribution to cancer research; the Humboldt Award to a
senior U.S. scientist; and the yearly American Cancer Society National Award. He
has also been honored as Knight of the Northern Star, First Class, Swedish Order
of Merit.
Dr. Hellstrom said, "I feel that the science of GeneMax is outstanding with lots
of promise towards development of marketable products and I am very much looking
forward to working with the Board of Directors, the Scientific Advisory Board
and development team at GeneMax".
Ronald L. Handford, President & CEO of GeneMax, said, " With the appointments
announced today we have now built a formidable Board and Scientific Advisory
Board. Dr. Jefferies is passionate about using his innovative technology and
ideas to treat human diseases, and he is equally ardent about corporate
governance issues and the responsibilities of the Board to all stakeholders in
the Company. Dr. Julia Levy will continue to bring her excellent judgment in
technology assessment, corporate development, clinical trials and
commercialization to bear on GeneMax. Dr. Hellstrom's background as a senior
product discovery officer in a large pharmaceutical company, his belief in the
strong prospects for our cancer vaccine approach, and his world-wide contacts in
industry, academia and finance related to biotechnology will be a tremendous
asset to our Board ".
About GeneMax: GeneMax is a biotechnology company specializing in the discovery
and development of immunotherapeutics aimed at the treatment and eradication of
cancer, and therapies for infectious diseases, autoimmune disorders and
transplant tissue rejection.
For further information:
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Contact: Marcus Johnson
Phone: Toll Free (866) 872-0077 or (360) 332-7734 Fax: (360) 332-1643
Stock Exchange Information: (Symbol: OTCBB - GMXX, Symbol FWB - GX1,
WKN: 645096, ISN: US36870Q1031)
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SAFE HARBOR STATEMENT
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THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH
RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT
INTERESTS, THE COMPANY'S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND
DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE
STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND
UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN."