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LPBP Inc · 6-K · For 3/14/03

Filed On 3/14/03 11:23am ET   ·   SEC File 0-31102   ·   Accession Number 909518-3-126

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 3/14/03  LPBP Inc                          6-K         3/14/03    1:10                                     Weil Gotshal & Ma..04/FA

Report of a Foreign Private Issuer   ·   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                    10     39K 


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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

 PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2003                                                     

Hemosol Inc.
--------------------------------------------------------------------------------
 (Translation of registrant's name into English)

 2585 Meadowpine Boulevard, Mississauga, Ontario L5N 8H9
--------------------------------------------------------------------------------
 (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 [ ]   Form 40-F [X]            

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]                                                                


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      The following are included in this Report on Form 6-K:

1. Press Release dated March 13, 2003.          

2. Press Release dated March 13, 2003.          


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Media Release                                                                   

 HEMOSOL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2002 FINANCIAL RESULTS

TORONTO, ON, MARCH 13, 2003 - Hemosol Inc. (NASDAQ: HMSL, TSX: HML) today       
announced financial results for the fourth quarter and year ended December 31,  
2002. Unless otherwise stated, all dollar values herein are Canadian dollars.   

In the fourth quarter of 2002, Hemosol recorded a net loss of $11.4 million or  
($0.25) per share, compared to a loss of $10.7 million or ($0.26) per share in  
the corresponding period of 2001. Net loss for the year ended December 31, 2002 
was $54.8 million ($1.23) per share, compared to a loss of $38.6 million or     
($0.98) per share for the year ended December 31, 2001. This loss included $6.5 
million related to the write off of deferred charges arising from the           
cancellation of the Company's senior and subordinated debt facilities. The      
increase in net loss over 2001 was expected as a result of increased development
activity related to the commercialization of HEMOLINKTM [hemoglobin raffimer]   
and completion of the Company's new manufacturing facility.                     

The Company's operating expenses in the fourth quarter totalled $10.5 million,  
compared to $10.9 million in the corresponding period in 2001. Operating        
expenses for the 12-month period reached $47.2 million, an increase of $4.7     
million or 11% from 2001. The yearly increase was primarily due to increased    
activities associated with the Company's clinical program. These included       
factors such as increased clinical grant payments and the hiring of in-house    
clinical research associates. Additionally, marketing and business development, 
administration and support services expenses all increased during the first half
of the year. During the second half of the year, the Company's cost reduction   
measures reduced these expenditures, which accounts for the lower year-over-year
operating expenses during the third and fourth quarter.                         

Interest income in the quarter was $156,000, bringing total interest income for 
the year to $842,000 compared to $3.5 million in 2001. The decrease in interest 
income was due to lower cash and cash-equivalents balances and lower interest   
rates throughout 2002.                                                          

Total deferred debt issue costs of approximately $6.5 million were written off  
during the year as a result of the cancellation of the Company's $35 million    
senior credit facility and $12.5 million subordinated credit facility. These    
costs represented both cash and non cash items. These facilities were replaced  
by a new facility described below.                                              

CAPITAL EXPENDITURES AND CASH POSITION                                          

Capital expenditures reached $30.4 million in 2002, of which $28.9 million      
related to the new manufacturing facility and the remainder to production       
equipment, information technology and lab equipment. The Company has spent $85.8
million on this facility, including $6.5 million in outstanding accounts        
payable. As such, the plant has been built within budget and on time.           

At December 31, 2002, Hemosol had $17.6 million in cash and cash equivalents. In
October 2002, the Company obtained a $20 million credit facility to fund        
operations. $10 million of this facility was drawn down in February 2003.       
Management is in discussions with both investors and potential strategic        
partners to access cash resources that will be sufficient to fund anticipated   
operating and capital expenditures during the latter half of 2003 and beyond.   


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In December 2002 a wholly owned subsidiary of the Company agreed to explore a   
joint venture arrangement with two investors pursuant to which they would make a
$10 million investment to fund the Company's development programs. This resulted
at year end in Hemosol reporting $5 million in cash held in escrow, offset by a 
debenture liability in the same amount, representing the Company's proportionate
share of the joint venture. As of March 13, 2003 final terms of the investment  
had not been negotiated.                                                        

CONFERENCE CALL DETAILS                                                         

The Company will hold a conference call today at 4:30p.m. (Eastern time) to     
discuss its fourth quarter and year-end results. A live audio webcast of the    
conference call will be available through www.hemosol.com and                   
www.financialdisclosure.ca. The call will also be archived on these sites for 30
days.                                                                           

ABOUT HEMOSOL INC.                                                              
Hemosol is a near-term, commercial-stage biopharmaceutical company focused      
initially on developing life-sustaining therapies for the treatment of acute    
anemia. Hemosol has a broad range of products in development, including its     
flagship product HEMOLINK(TM) [hemoglobin raffimer], an oxygen therapeutic, that
is designed to rapidly and safely improve oxygen delivery via the circulatory   
system. HEMOLINK is currently being evaluated in late-stage clinical trials. The
Company also is developing additional oxygen therapeutics and a hemoglobin-based
drug delivery platform to treat diseases such as hepatitis C and cancers of the 
liver, as well as a cell therapy initially directed to the treatment of cancer  
through its cell expansion and stem cell research activities.                   

Hemosol Inc.'s common shares are listed on The NASDAQ Stock Market under the    
trading symbol "HMSL" and on the Toronto Stock Exchange (TSX) under the trading 
symbol "HML".                                                                   

HEMOLINK is a registered trademark of Hemosol Inc.                              

Certain statements concerning Hemosol's future prospects are "forward-looking   
statements" under the United States Private Securities Litigation Reform Act of 
1995. There can be no assurances that future results will be achieved, and      
actual results could differ materially from forecasts and estimates. Important  
factors that could cause actual results to differ materially from forecasts and 
estimates include, but are not limited to: Hemosol's ability to obtain          
regulatory approvals for its products; Hemosol's ability to successfully        
complete clinical trials for its products; technical or manufacturing or        
distribution issues; the competitive environment for Hemosol's products; the    
degree of market penetration of Hemosol's products; and other factors set forth 
in filings with Canadian securities regulatory authorities and the U.S.         
Securities and Exchange Commission. These risks and uncertainties, as well as   
others, are discussed in greater detail in the filings of Hemosol with Canadian 
securities regulatory authorities and the U.S. Securities and Exchange          
Commission. Hemosol makes no commitment to revise or update any forward-looking 
statements in order to reflect events or circumstances after the date any such  
statement is made.                                                              

Contact:    JASON HOGAN                                                         
Investor Relations                                      
416 361 1331                                            
800 789 3419                                            
416 815 0080 fax                                        
ir@hemosol.com                                          
www.hemosol.com                                         

Financial Statements to Follow:                                                 


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Hemosol Inc.                                                                    
consolidated balance sheet                                                      

                                                        [Enlarge/Download Table]

============================================================ =================== ======================
                                                                Dec 31, 2002         Dec 31, 2001      
                                                                     $                     $           
(THOUSANDS OF CANADIAN DOLLARS)                                   audited               audited        
============================================================ =================== ======================
                                                                                                       
ASSETS                                                                                                 
CURRENT                                                                                                
Cash and cash equivalents                                            17,579               2,785        
Cash held in escrow                                                   5,000                  --        
Short-term investments                                                  ---              67,052        
Amounts receivable and other assets                                   1,077               3,156        
Inventory and supplies                                                2,877               1,731        

============================================================ =================== ======================
TOTAL CURRENT ASSETS                                                 26,533              74,724        
============================================================ =================== ======================

OTHER                                                                                                  
Capital assets, net                                                  88,907              60,899        
Patents and trademarks, net                                           2,176               1,964        
Deferred charges, net                                                 6,696               6,830        

============================================================ =================== ======================
TOTAL OTHER ASSETS                                                   97,779              69,693        
============================================================ =================== ======================

============================================================ =================== ======================
TOTAL ASSETS                                                        124,312             144,417        
============================================================ =================== ======================

LIABILITIES AND SHAREHOLDERS' EQUITY                                                                   
CURRENT                                                                                                
Accounts payable and accrued liabilities                             15,249              13,605        
Debenture payable                                                     5,000                            
============================================================ =================== ======================
TOTAL CURRENT LIABILITIES                                            20,249              13,605        
============================================================ =================== ======================

SHAREHOLDERS' EQUITY                                                                                   
Share capital                                                       336,289             306,135        
Contributed surplus                                                   8,535               8,535        
Deficit                                                            (240,761)           (183,858)       

============================================================ =================== ======================
TOTAL SHAREHOLDERS' EQUITY                                          104,063             130,812        
============================================================ =================== ======================
TOTAL LIABILITIES AND                                                                                  
SHAREHOLDERS' EQUITY                                                124,312             144,417        
============================================================ =================== ======================


As at December 31, 2002. There were 46,103,784 issued and outstanding common    
shares, 2,482,245 outstanding options and 8,977,500 outstanding warrants to     
purchase common shares.                                                         


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Hemosol Inc.                                                                    
consolidated statement of loss and deficit                                      

                                                        [Enlarge/Download Table]

======================================================= =================================== ====================================
                                                             THREE MONTH PERIOD ENDED            TWELVE MONTH PERIOD ENDED      
======================================================= =================================== ====================================
(THOUSANDS OF CANADIAN DOLLARS,                           December 31,      December 31,      December 31,       December 31,   
EXCEPT FOR SHARE DATA)                                        2002              2001              2002               2001       
======================================================= ================= ================= ================== =================
                                                                                                                                
EXPENSES                                                                                                                        
Research and development                                                                                                        
   Scientific and process                                       2,600             5,033            15,271             18,386    
   Regulatory and clinical                                      4,618             2,327            17,173             11,771    
======================================================= ================= ================= ================== =================

Total research and development                                  7,218             7,360            32,444             30,157    
Administration                                                  1,312               879             6,115              5,137    
Marketing and business development                              1,051             2,042             6,018              5,561    
Support services                                                  873               606             2,602              1,594    
======================================================= ================= ================= ================== =================

                                                               10,454            10,887            47,179             42,449    
======================================================= ================= ================= ================== =================

Loss from operations                                          (10,454)          (10,887)          (47,179)           (42,449)   
Amortization of deferred charges                                 (836)             (360)           (1,587)              (360)   
Write off of deferred charges                                       -                              (6,453)                      
Interest income                                                   156               828               842              3,488    
Foreign currency translation gain (loss)                          (63)             (262)             (246)               970    
======================================================= ================= ================= ================== =================

Loss before income taxes                                      (11,197)          (10,681)          (54,623)           (38,351)   
Provision for income taxes                                       (211)              (67)             (211)              (226)   
======================================================= ================= ================= ================== =================

NET LOSS FOR THE PERIOD                                       (11,408)          (10,748)          (54,834)           (38,577)   

Deficit, beginning of period                                 (229,320)         (173,110)         (183,858)          (136,388)   
Share issue costs                                                 (33)                             (2,069)            (8,893)   

======================================================= ================= ================= ================== =================
DEFICIT, END OF PERIOD                                       (240,761)         (183,858)         (240,761)          (183,858)   
======================================================= ================= ================= ================== =================
BASIC AND DILUTED LOSS PER                                                                                                      
COMMON SHARE                                                    (0.25)            (0.26)            (1.23)             (0.98)   
======================================================= ================= ================= ================== =================
WEIGHTED AVERAGE NUMBER OF                                                                                                      
COMMON SHARES OUTSTANDING [000's]                              46,066            40,840            44,514             39,215    
======================================================= ================= ================= ================== =================


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Hemosol Inc.                                                                    
consolidated statement of cash flows                                            

                                                        [Enlarge/Download Table]

======================================================= =================================== ====================================
                                                             THREE MONTH PERIOD ENDED            TWELVE MONTH PERIOD ENDED      
======================================================= =================================== ====================================
(THOUSANDS OF CANADIAN DOLLARS)                            December 31,      December 31,       December 31,      December 31,  
                                                               2002              2001               2002              2001      
======================================================= ================= ================= ================== =================
                                                                                                                                
OPERATING ACTIVITIES                                                                                                            
Net loss for the period                                       (11,408)          (10,748)          (54,834)           (38,577)   
Add (deduct) items not requiring                                                                                                
   an outlay of cash                                                                                                            
     Foreign currency translation (gain) loss                    (131)              814                52                (42)   
     Amortization of deferred charges                             836               360             1,587                360    
     Write-off of deferred charges                                                    -             6,453                       
     Amortization of capital assets and patents and                                                                             
       trademarks                                                 502               857             2,565              2,377    
     Compensation cost for non-employee stock options               -               134                 -                134    
======================================================= ================= ================= ================== =================

                                                              (10,201)           (8,583)          (44,177)           (35,748)   
Net change in non-cash working capital                          2,171              (726)            3,818             (2,186)   
   balances related to operations                                                                                               

======================================================= ================= ================= ================== =================
CASH USED IN OPERATING ACTIVITIES                              (8,030)           (9,309)          (40,359)           (37,934)   
======================================================= ================= ================= ================== =================

INVESTING ACTIVITIES                                                                                                            
Patent and trademark costs                                       (131)             (449)             (327)              (568)   
Purchase of capital assets                                     (5,189)          (16,168)          (31,699)           (38,415)   
Short-term investments                                              -             1,348            67,052            (67,052)   

======================================================= ================= ================= ================== =================
CASH PROVIDED BY (USED IN)                                     (5,320)          (15,269)           35,026           (106,035)   
   INVESTING ACTIVITIES                                                                                                         
======================================================= ================= ================= ================== =================

FINANCING ACTIVITIES                                                                                                            
Proceeds on issuance of common shares                            (654)              612            22,170            113,078    
Deferred charges                                                 (465)                               (640)                      
Share issue costs                                                 685                              (1,351)            (8,393)   
Proceeds on issuance of debenture                               5,000                               5,000                       
Increase in cash held in escrow                                (5,000)                             (5,000)                      

======================================================= ================= ================= ================== =================
CASH PROVIDED BY FINANCING ACTIVITIES                            (434)              612            20,179            104,685    
======================================================= ================= ================= ================== =================

Net increase (decrease) in cash                               (13,784)          (23,966)           14,846            (39,284)   
   and cash equivalents                                                                                                         
Effect of exchange rate changes on cash                                                                                         
   and cash equivalents                                           131              (814)              (52)                42    
Cash and cash equivalents,                                                                                                      
   beginning of period                                         31,232            27,565             2,785             42,027    

======================================================= ================= ================= ================== =================
CASH AND CASH EQUIVALENTS,                                     17,579             2,785            17,579              2,785    
   END OF PERIOD                                                                                                                
======================================================= ================= ================= ================== =================



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Media Release                                                                   

 HEMOSOL TO REVIEW SAFETY DATA PRIOR TO CONTINUING
ENROLMENT IN CARDIAC TRIAL

TORONTO, ON, MARCH 13, 2003 - Hemosol Inc. (NASDAQ: HMSL, TSX: HML) today       
announced that at the recommendation of the Company's Data Safety Monitoring    
Board (DSMB) it has elected to review safety data prior to continuing enrolment 
in its cardiac trial (HLK 213/304). This trial involves the use of HEMOLINK(TM) 
[hemoglobin raffimer] in patients undergoing cardiac bypass grafting (CABG)     
surgery.                                                                        

The DSMB's recommendation is based on an observation of an imbalance in the     
incidence of certain adverse events between the HEMOLINK and control groups.    
Although the DSMB had recently cleared the trial to continue following the third
and final interim safety review, their ongoing review of data indicates that    
there may be the potential for an increase in certain cardiac adverse events in 
the HEMOLINK group.                                                             

"Following an in-depth analysis of the data, and with the advice of the         
regulatory agencies, we will determine how we will proceed," said John W.       
Kennedy, President and CEO of Hemosol. "This observation from the HLK 213       
interim data may be due to any number of reasons including variables in the     
patient population."                                                            

As a precaution the Company has also voluntarily suspended enrolment in its     
Phase II clinical study involving the use of HEMOLINK in patients undergoing    
Orthopedic Surgery (HLK 210).                                                   

CONFERENCE CALL DETAILS                                                         

The Company will hold a conference call today at 4:30p.m. (Eastern time) to     
discuss this development and its fourth quarter and year-end results, which will
be released later today. A live audio webcast of the conference call will be    
available through www.hemosol.com and www.financialdisclosure.ca. The call will 
also be archived on these sites for 30 days.                                    

ABOUT HEMOSOL INC.                                                              

Hemosol is a near-term, commercial-stage biopharmaceutical company focused      
initially on developing life-sustaining therapies for the treatment of acute    
anemia. Hemosol has a broad range of products in development, including its     
flagship product HEMOLINK(TM) [hemoglobin raffimer], an oxygen therapeutic, that
is designed to rapidly and safely improve oxygen delivery via the circulatory   
system. HEMOLINK is currently being evaluated in late-stage clinical trials. The
Company also is developing additional oxygen therapeutics and a hemoglobin-based
drug delivery platform to treat diseases such as hepatitis C and cancers of the 
liver, as well as a cell therapy initially directed to the treatment of cancer  
through its cell expansion and stem cell research activities.                   

Hemosol Inc.'s common shares are listed on The NASDAQ Stock Market under the    
trading symbol "HMSL" and on the Toronto Stock Exchange (TSX) under the trading 
symbol "HML".                                                                   

HEMOLINK is a registered trademark of Hemosol Inc.                              

Certain statements concerning Hemosol's future prospects are "forward-looking   
statements" under the United States Private Securities Litigation Reform Act of 
1995. There can be no assurances that future results will be achieved, and      
actual results could differ materially from forecasts and estimates. Important  
factors that could cause actual results to differ materially from forecasts and 
estimates include, but are not limited to: Hemosol's ability to obtain          
regulatory approvals for its products; Hemosol's ability to successfully        
complete clinical trials for its products; technical or manufacturing or        


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distribution issues; the competitive environment for Hemosol's products; the    
degree of market penetration of Hemosol's products; and other factors set forth 
in filings with Canadian securities regulatory authorities and the U.S.         
Securities and Exchange Commission. These risks and uncertainties, as well as   
others, are discussed in greater detail in the filings of Hemosol with Canadian 
securities regulatory authorities and the U.S. Securities and Exchange          
Commission. Hemosol makes no commitment to revise or update any forward-looking 
statements in order to reflect events or circumstances after the date any such  
statement is made.                                                              

Contact:   JASON HOGAN                                                          
Investor Relations                                        
416 361 1331                                              
800 789 3419                                              
416 815 0080 fax                                          
ir@hemosol.com                                            
www.hemosol.com                                           


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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.                                         

  HEMOSOL INC.

Date: March 14, 2003               By: /s/  Lee D. Hartwell                     
                                      ----------------------------------------
           Name: Lee D. Hartwell
                        Title: Chief Financial Officer and
                                        Vice-President Corporate Development

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
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12/31/013
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3/13/0328
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