Exhibit 99.26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SECOND QUARTER ENDED JUNE 30, 2013

The following Management’s Discussion and Analysis of Financial Condition or MD&A and Results of Operations provides information on the activities of Isotechnika Pharma Inc. (“Isotechnika” or the “Company”) on a consolidated basis and should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and accompanying notes for the three months ended June 30, 2013. All amounts are expressed in Canadian dollars unless otherwise stated. This document is current in all material respects as of August 12, 2013.

The Company prepares its consolidated financial statements in accordance with the CICA Handbook.

Accordingly, the financial information contained in this MD&A and in the Company’s interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards or IFRS as issued by the International Accounting Standards Board or IASB. The interim condensed consolidated financial statements and MD&A have been reviewed by our Audit Committee and approved by the Board of Directors.

Forward-looking Statements

This document may contain forward-looking information, including, but not limited to, statements with respect to the merger of the Company and Aurinia, the proposed business of the combined company, the combined company having a higher probability of being able to obtain necessary funding, the combined company being able to continue to explore strategic global partnership transactions, the combined company offering the most commercially attractive opportunity, the completion of the Unit Offerings and the gross proceeds there-from and other information or statements about future events or conditions which may prove to be incorrect.

The forward-looking statements and information contained in this document are based on certain factors and assumptions made by management of the Company including, but not limited to Aurinia, ILJIN and the Agent fulfilling their obligations in the various agreements the Company has entered into with them.

The forward-looking statements and information contained in this document are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from those anticipated including, but not limited to, risks relating to the transactions not proceeding for any reason, the Company not being able to obtain sufficient funding from the completion of one or both of the Unit Offerings, the anticipated synergies between the Company and Aurinia not proceeding as expected, regulatory approval for the merger, the Unit Offerings not being obtained, and the impact of any occurring natural disasters and economic, business and market conditions.

Additional risks and uncertainties include, among others, the Company’s belief as to the potential of its products and in particular voclosporin, its ability to protect its intellectual property rights, securing and maintaining corporate alliances and partnerships, the need to raise additional capital in the future to fund its planned clinical trial program and the effect of capital market conditions and other factors on capital availability, the potential of its products, the success and timely completion of clinical studies and trials, and the Company’s and its partners’ ability to successfully obtain regulatory approvals and commercialize voclosporin on a timely basis.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results may vary materially from those described herein.

For additional information on risks and uncertainties please see the “Risks and Uncertainties” section of this MD&A. Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, undue reliance should not be placed on forward-looking statements or information because the Company can give no assurance that such expectations will prove to be correct.

Forward-looking statements reflect current expectations regarding future events and speak only as of the date of this MD&A and represent the Company’s expectations as of that date. Investors should also consult the Company’s ongoing quarterly filings, annual reports and the Annual Information Form and other filings found on SEDAR at www.sedar.com.


COMPANY OVERVIEW

Isotechnika is a biopharmaceutical company, headquartered in Edmonton, Alberta, Canada. The head office of the Company is located at 5120 - 75th Street, Edmonton, Alberta T6E 6W2. Isotechnika is incorporated pursuant to the Business Corporations Act (Alberta). The Company’s shares are currently listed and traded on the Toronto Stock Exchange (TSX) under the symbol ISA. The Company’s primary business is the development of therapeutic drugs.

RECENT CORPORATE DEVELOPMENTS

Proposed Merger of the Company with Aurinia

The Company and privately-held Aurinia Pharmaceuticals Inc. (“Aurinia”) on February 5, 2013 signed a binding term sheet (“Term Sheet”) for the merger of the two companies, creating a clinical stage pharmaceutical company focused on the global nephrology market.

Aurinia is a spin-out from Vifor Pharma. The Company signed a global Licensing and Collaboration Agreement effective December 30, 2011 with Vifor (International) AG (“Vifor”), the specialty pharma company of Switzerland based Galenica Group. The agreement granted Vifor an exclusive license for voclosporin, for the treatment of lupus and all proteinuric nephrology indications (the “Vifor License”). The Vifor License is for the United States and other regions outside of Canada, South Africa, Israel, China, Taiwan and Hong Kong (the “Vifor Territory”). Aurinia’s current leadership team is comprised primarily of former senior managers, directors and officers of Aspreva Pharmaceuticals (“Aspreva”), which Galenica acquired for $915 million in 2008. While at Aspreva, this management team executed one of the largest and most important lupus nephritis studies ever conducted, called the Aspreva Lupus Management Study (“ALMS”), which resulted in the emergence of mycophenolate mofetil as a new standard treatment for patients suffering from this devastating and potentially fatal disease. Aurinia now holds certain rights to this large ALMS database and holds the license for voclosporin in lupus nephritis. Aurinia’s lupus rights and database will be combined in the newly merged company with the transplantation and autoimmune rights, and the database held by Isotechnika.

The Term Sheet sets forth the main criteria to be incorporated into a definitive merger agreement under which Isotechnika will acquire 100% of the outstanding securities of Aurinia. The merger is expected to be effected by an exchange of Isotechnika shares for securities of Aurinia, resulting in a 65:35 post-merger ownership split between Isotechnika and Aurinia, respectively.

In addition, Isotechnika and Aurinia have negotiated a tripartite settlement with ILJIN Life Science Co. Ltd. (“ILJIN”) pursuant to which, upon the successful completion of the proposed merger, the combined company will re-acquire full rights to voclosporin for autoimmune indications including lupus, and transplantation in the United States, and other regions of the world, outside of Europe, Canada, Israel, South Africa, China, Taiwan and Hong Kong. In return, ILJIN will be entitled to receive certain pre-defined future milestone payments in the aggregate amount of $10 million, plus up to $1.6 million upon the combined company reaching certain financing milestones. ILJIN will also own approximately 25% of the issued and outstanding shares of the combined company.

The transaction is subject to certain closing conditions including, among others, the negotiation and completion of a merger agreement, acceptance and approval by the Toronto Stock Exchange (the “TSX”), and the approval of Isotechnika’s shareholders at the Annual and Special Shareholders meeting to be held on August 15, 2013. The merged entity is expected to adopt Aurinia Pharmaceuticals Inc. as its new corporate name.

Aurinia has used and benefited from the ALMS dataset to develop and adequately power a new study in which voclosporin will be layered on top of the standard of care in a multi-target approach to treating lupus nephritis. It is the Company’s belief that this combination has the potential to rapidly and significantly improve patient outcomes. The consolidation of the intellectual property of these two companies ensures that this significant market opportunity is well protected and provides a powerful platform to create true stakeholder value.

 

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THE COMPANY’S DRUG DEVELOPMENT PROGRAMS

Voclosporin

Voclosporin, Isotechnika’s lead drug, belongs to a class of drugs called Calcineurin Inhibitors (“CNIs”), the cornerstone of therapy for the prevention of organ transplant rejection. This drug class includes two currently available drugs, cyclosporine and tacrolimus. Worldwide sales of CNIs in 2010 were approximately US$3 billion. Importantly, voclosporin is the only novel CNI in development which means limited future competition in the CNI class. Voclosporin is also the only CNI with chemical composition patent protection. Chemical composition patents for both cyclosporine and tacrolimus have expired. Furthermore, leading experts in the transplantation field have been increasingly outspoken about the important role of CNIs to prevent transplant rejection. Approximately 95% of all transplant patients are discharged from hospital with lifelong CNI therapy.

Lupus Nephritis (“LN”) indication

The Lupus Foundation of America (LFA) estimates that ~1.5 million people in the US and up to 5.0 million people worldwide suffer from Systemic Lupus Erythematosus (SLE). Of these patients, 40-50% experience renal manifestations of the disease resulting in inflammation of the kidney. These patients are considered to have LN. Using Vifor/Aspreva diagnosis calculations generated from multiple longitudinal data sources, we estimate that the number of diagnosed patients with SLE in the Unites States is ~500,000. Of these, ~200,000 are suffering from LN.

Based on the work performed by the Aspreva/ Vifor lupus team, publications of the ALMS data has appeared in several respected journals. These publications include those published in the New England Journal of Medicine and the Journal of the American Society of Nephrology, which established CellCept© (mycophenolate mofetil (MMF)) as the standard of care for the treatment of LN. This evolving use of CellCept© as a treatment option has allowed the lupus market to evolve into an attractive and mature market opportunity. In 2011 over 125,000 patients were being treated with CellCept© in the United States alone for their lupus symptoms. This represents a very mature market which the Company plans to exploit.

Despite the fact that CellCept© is the current standard of care for the treatment of LN, it remains far from perfect with only ~5-20% (depending on how measured) of patients on therapy actually achieving disease remission after 6 months of therapy. Data suggest that an LN patient who does not achieve rapid disease remission in response to therapy is more likely to experience renal failure or require dialysis at approximately 10 years (Chen et al). Therefore, it is critically important to achieve disease remission as quickly and as effectively as possible. Additionally, a recent syndicated report published by BioTrends has shown that if a LN patient is receiving CellCept© they still experience, on average, 1.7 clinical exacerbations of disease per year. This would suggest that the majority of patients in the US suffering with LN are inadequately treated. The Company believes that the addition of voclosporin to the standard of care will significantly improve patient outcomes.

Transplant indication

Voclosporin has successfully completed comprehensive phase 2a and 2b renal transplant clinical programs in which it demonstrated safety and efficacy. Since tacrolimus is the more commonly used CNI, transplant physicians are looking for a drug that is equivalent in efficacy to tacrolimus, yet offering a better side effect profile, ease of dosing and the ability to reach targeted blood concentrations for therapeutic drug monitoring (“TDM”). In a phase 2b trial versus tacrolimus, voclosporin showed (i) similar efficacy, (ii) a wider therapeutic window, and (iii) lower incidence of new onset diabetes after transplant (“NODAT”), in the proposed target therapeutic range.

One of the most important key benefits of voclosporin over tacrolimus is the markedly reduced incidence of NODAT. This new-onset, drug-induced diabetes is difficult to manage, significantly adds to overall healthcare costs, and greatly compromises the life-saving benefit of a transplant by causing increased organ rejection, morbidity and death. NODAT is an important concern with tacrolimus. The literature indicates that, on average, patients with NODAT lose their transplanted organ 3 years earlier, have a 23% increase in death after 5 years post transplant, and costs the medical system an additional $12,000 per year when compared to patients without NODAT. The data suggests that voclosporin can provide a superior profile versus tacrolimus on this key issue, as well as cause less diarrhea and sustained tremors (neurotoxicity). Furthermore, the clear relationship between blood concentrations of voclosporin

 

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and clinical outcomes is another distinct advantage as it should enhance ease of dosing and monitoring for both physicians and patients. This latter advantage relates to the pharmacokinetic-pharmacodynamic (PK-PD) properties of voclosporin. Greater PK-PD predictability is a key advantage of voclosporin over the other two CNI’s.

The phase 3 program for transplant would consist of two clinical trials, each enrolling approximately 600 new kidney transplant patients. One trial would be conducted primarily in the United States and Canada, while the second trial would enroll patients primarily in Europe. The trials aim to demonstrate non-inferiority in a composite endpoint, primarily driven by biopsy proven acute rejection (“BPAR”), compared to tacrolimus. A key secondary endpoint will be the incidence of NODAT, as well as the overall safety and tolerability of voclosporin relative to tacrolimus.

The Company, in October 2011, received positive Scientific Advice (“SA”) from the European Medicines Agency (“EMA”) on the proposed phase 3 clinical trial protocol for voclosporin. Receipt of positive Scientific Advice ensures a clear regulatory path forward in the European Union. In March, 2012 the Company received an agreement letter from the United States Food & Drug Administration (“FDA”) on a Special Protocol Assessment (“SPA”) for the planned Phase 3 trial.

In the fourth quarter of 2012 the Company received permission from the U.S. Food and Drug Administration (“FDA”) to commence the first of two planned phase 3 kidney transplant trials for its lead product candidate, voclosporin. These regulatory events mark significant steps for the Company on the path to initiate final testing of voclosporin to prevent kidney transplant rejection.

Alongside the regulatory and clinical preparations, another key process step requires having active pharmaceutical ingredient (“API”) ready to be formulated into soft gelatin capsules and then administered to patients. A new batch of voclosporin API was ordered from the manufacturer in 2011. The manufacturing process was completed in April, 2012 upon the Company receiving a Certificate of Analysis indicating that the API met specifications. The Company in the third quarter of 2012 completed the process of encapsulating the API and packaging the capsules for clinical supply.

NICAMs

The Company has discovered a portfolio of non-immunosuppressive cyclophilin antagonist molecules (“NICAMs”), Cyclophilin binding has garnered considerable attention as a novel therapy in the treatment of a wide range of diseases including Hepatitis C, stroke, and chronic neurological disorders such as Parkinson’s, Lou Gehrig’s, and Alzheimer’s. Cyclosporine A is a well-known cyclophilin binder, however its additional strong binding to calcineurin results in powerful immunosuppression and limits its therapeutic potential to transplantation and various autoimmune disorders. NICAMs do not bind to calcineurin, yet retain the ability to inhibit various cyclophilins. This program is in an early stage of development and will require additional funding to continue to advance its development.

In April, 2012 the Company announced the signing of a three year Non-Clinical Evaluation Agreement with the National Institute of Allergy and Infectious Diseases (“NIAID”), part of the U.S. National Institutes of Health (“NIH”). Pursuant to the agreement, NIAID-funded contractors will evaluate the Company’s portfolio of NICAMs as anti-viral agents. Isotechnika’s NICAM portfolio will be tested through NIAID’s preclinical services program for use in biodefense and against emerging infectious disease threats including Hepatitis C, Herpes viruses, Corona viruses (including SARS), Poxviruses (cowpox), Yellow Fever, West Nile, Dengue and Papillomavirus.

The Company, in July 2012, received approval for additional funding from the NRC-IRAP for a project which extends Isotechnika’s research into the use of NICAMs for reducing ischemia-reperfusion injury, the major disease mechanism that occurs in heart attacks, strokes, and other traumatic events involving impaired blood flow to vital organs. A second project received grant approval from the NRC-IRAP program in November 2012 for the identification and evaluation of NICAMs as inhibitors of replication in infectious disease. The Company received the NRC contribution until March 31, 2013.

In November, 2012 the Company also received positive results from the first round of screening of its portfolio of NICAMs through the contract testing laboratories of NIAID. Several NICAM compounds have been found to be highly active in primary in vitro assays against a number of important viruses including Hepatitis C virus, Human Papillomavirus, Human Cytomegalovirus and Varicella-Zoster virus (causative agent of shingles). Some of the compounds are currently undergoing secondary level in vitro testing, through NIAID’s contract testing laboratories, towards selection of lead drug candidates for preclinical development.

 

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In December 2012, the Company received positive anti-hepatitis C virus (“HCV”) results from the second round of in vitro testing of its NICAMs. Contractors funded by NIAID carried out the testing.

Several NICAM compounds were tested for cross genotype activity using quantitative polymerase chain reaction in HCV replicons, as well as combinatorial effects with alpha interferon using a luciferase reporter assay. Results demonstrate that the NICAMs are highly active (low nanomolar potency) against HCV genotypes, 1 and 2, which represent approximately 85% of the HCV infections globally. Direct-acting HCV anti-viral drugs currently on the market are approved only for genotype 1 infections. Testing also revealed that the NICAM compounds acted synergistically with alpha interferon, the current standard of care treatment, in reducing viral activity. The presence of synergistic activity means that significantly lower drug doses may be possible, thereby limiting the adverse events associated with interferon treatment. These findings support the view that NICAMs will broaden the therapeutic treatment window by complementing other classes of HCV drugs in development.

In June, 2013 the Company received additional grant funding from the NRC-IRAP for its NICAM program. NRC-IRAP continues to play an instrumental role in networking the NICAM program with key global partners and previously assisted Isotechnika in late-stage screening of several NICAM compounds, including evaluation of anti-hepatitis C virus (“HCV”) activity.

These evaluations have also been funded by the U.S. National Institutes of Allergy and Infectious Disease (“NIAID”), a part of the U.S. National Institutes of Health (“NIH”), and have led to the identification of a lead NICAM compound - 440-02 - for development as an anti-HCV agent.

The current project will further define the scope of 440-02 activity by studying its actions on several HCV genotypes and in combination with other anti-viral agents. This work will be conducted by the Scripps Research Institute in the laboratory of Dr. Philippe Gallay, a renowned HCV and human immunodeficiency virus (“HIV) researcher focused on the interplay between cyclophilin and viruses.

Current Financing Activities

On April 16, 2013, the Company entered into an agreement with Canaccord Genuity Corp (the “Agent”), pursuant to which the Agent would assist the Company in selling, on a commercially reasonable efforts basis, securities of the Company through a private placement.

The private placement will consist of up to 44,445,000 units of the Company at a price of $0.045 per unit, or approximately $2,000,000 in gross proceeds if fully subscribed. Each unit in the private placement (the “Unit Offering”) will consist of one common share of the Company (a “Share”) and one warrant (each, a “Warrant”), with each whole Warrant being exercisable for one Share at a price of $0.05 for a period of up to five years from the date of issuance. Given the number of securities to be issued pursuant to the Unit Offering, the Warrants issuable in the Unit Offering will not be exercisable until shareholder approval for their issuance has been obtained at the August 15, 2013 shareholder meeting. If shareholder approval is not obtained by September 15, 2013, the Warrants issuable in the Unit Offering will be cancelled.

The Company, on June 26, 2013 closed the first tranche of this private placement, raising gross proceeds of $1,019,500 by the issuance of 22,656,000 units at a price of $0.045 cents per unit. The issue of the warrants is subject to shareholder approval. The Company paid a commission of 7% cash on $619,500 of the placement and issued 963,666 broker warrants. The broker warrants are exercisable at a price of $0.045 and will expire five years from the closing date. In addition the Company incurred legal and other advisory fees of $90,000 to complete the private placement. In order to help fund its operations in the immediate-term, the Company received loans in April, 2013 from Dr. Richard Glickman, who is a major Aurinia shareholder and ILJIN consisting of the issuance of zero-coupon promissory notes in the principal amount of $200,000 each. Dr. Glickman and ILJIN each subscribed for Units in the private placement in the amount of $200,000 each and the promissory notes were cancelled.

 

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While the Company believes that the First Unit Offering provides the Company with sufficient funding to continue its business in the ordinary course for a limited period of time following the closing of the Arrangement, additional funding is required to fund the Company’s operations on a go-forward basis. Accordingly, the Company is proposing to conduct a Second Unit Offering as an additional step of the financing process. The timing for the closing of the Second Unit Offering has not been specified, but is intended to close following the completion of the merger arrangement.

The Second Unit Offering will be comprised of up to 133,333,332 Second Units. Each Second Unit will be sold for $0.045, meaning that the Company will receive gross proceeds of up to $6,000,000. The Company will use the proceeds from the Second Unit Offering for its general corporate purposes, including funding outstanding obligations, and ongoing research and development of voclosporin for the lupus nephritis indication

The Company is seeking shareholder approval for the issuance of the Second Units issued to subscribers and the securities underlying the Second Units at the Annual and Special Shareholders meeting to be held on August 15, 2013.

Proposed Financing Initiatives

The costs of the clinical trials are estimated to be in the range of $27.5 million to $30 million for each of the two renal transplant trials. The Company has been pursuing opportunities to fund the trials through strategic partnerships and/or equity financing. One of the difficulties encountered in raising these funds by issuing equity from Treasury is the Company’s current low market capitalization. Raising the funds for the two required pivotal phase 3 trials is highly dilutive and difficult to achieve. Licensing voclosporin for the transplant indication is therefore a preferred pathway. However, as ILJIN currently has the rights to commercialize voclosporin in the US and most of the rest of world (ROW), including Asia-Pacific (excluding China, Hong Kong and Taiwan), the global transplant rights are unavailable to a new potential licensee. This is one of the reasons for the Tripartite Agreement Settlement between Isotechnika-ILJIN-Aurinia. A return of the rights and license for the ILJIN territories for voclosporin would enhance the Company’s ability to seek a global licensing partner to further the development and commercialization of voclosporin for transplantation.

Another reason for the Tripartite Agreement is so that the rights associated with the intellectual property (IP) would be consolidated back into a single corporate entity, post-merger with Aurinia. By having the consolidated rights held by a single entity, the need for sophisticated sales tracking methodology and cross-field sales would be obviated. The indication split between transplantation and lupus nephritis would be contained within one company. By obtaining the rights and license back for the ILJIN territories and by limiting cross-indication splitting, the Company believes it is optimizing its chances of successfully attracting a global development and commercialization partner for transplantation.

Post-merger with Aurinia, it is believed that the Company will be in a good position to raise needed funding for a lupus nephritis trial, as: 1) a lupus nephritis trial is less expensive than a renal transplant trial (and therefore less dilutive); 2) consolidating the voclosporin rights into one company increases the chances of successfully raising the needed capital; and 3) cross-indication sales tracking is less problematic. It is for these reasons and the preceding considerations that it is believed the best course of action at present is to complete the Tripartite Agreement between Isotechnika-ILJIN-Aurinia, and to complete the merger/acquisition of Aurinia by Isotechnika. The Company, therefore, believes it is prudent to raise sufficient capital for a lupus nephritis trial, while being opportunistic where possible with the transplantation indication. For reasons already stated, the Company may pursue a development and commercialization partner that has a more broad interest in nephrology, as opposed to purely one indication or the other.

 

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RESULTS OF OPERATIONS

For the three months ended June 30, 2013, the Company reported a consolidated net loss of $993,000 or $0.005 per common share, as compared to a consolidated net loss of $2.34 million or $0.013 per common share for the three months ended June 30, 2012. The decrease in the loss reflects a general reduction in expenditures due to the Company’s financial condition. The Company has reduced its staff numbers through attrition and has reduced the hours worked for other staff using the Employment Insurance Work-Share program.

In addition the Company recorded a $458,000 restructured receivable charge related to a receivable from Lux, in the second quarter ended June 30, 2012. There was no similar item in 2013.

For the six months ended June 30, 2013, the Company reported a consolidated net loss of $1.79 million or $0.009 per common share, as compared to a consolidated net loss of $2.8 million or $0.016 per common share for the six months ended June 30, 2012.

Revenue and deferred revenue

The Company recorded revenue of $87,000 for the three months ended June 30, 2013 compared to $90,000 for the comparable period in 2012.

Revenue for the six months ended June 30, 2013 was $176,000 compared to $5.89 million for the six months ended June 30, 2012.

The Company recorded licensing and R&D revenue of $174,000 for the six months ended June 30, 2013 compared to $4.55 million for the six months ended June 30, 2012. Licensing and R&D fee revenues represent the amortization of deferred revenue from fee payments received by the Company (see note 5 to the interim condensed consolidated financial statements). The deferred revenue is recorded as revenue as the Company incurs the costs related to meeting its obligations under the terms of the applicable agreements. The significant decrease was the result of the Company recording the unamortized deferred revenue balance of $4.40 million related to the ILJIN payment fee as revenue for the three months ended March 31, 2012 on the basis that this agreement was terminated. The deferred revenue related to Lux, 3SBio and Paladin fee payments are being amortized on a straight line basis while deferred revenue from the Aurinia license payment is being amortized into revenue as costs related to the license are incurred.

Revenue for the six months ended June 30, 2012 also included $1.3 million as other revenue which was related to the sale of API to Lux. There was no such item for the six months ended June 30, 2013. In January, 2012 the Company satisfied an outstanding condition pursuant to an agreement with Lux for the sale of Active Pharmaceutical Ingredient (API) such that $1,323,000 (US$1,300,000) was due and payable in two instalments of $661,000 (US$650,000) each on July 29, 2012 and July 29, 2013, respectively.

The US$1,300,000 amount is owed by Lux to the Company but the timing and collectability of the amount is uncertain, particularly as a result of Lux not meeting the primary endpoint in the Phase 3 uveitis clinical trial. Therefore, the Company recorded a provision for doubtful collection for the full amount in the year ended December 31, 2012.

Licensing and Collaboration Agreement with Aurinia Pharmaceuticals Inc.

The Company signed a global Licensing and Collaboration Agreement (“LCA”) effective December 30, 2011 with Vifor. The agreement granted Vifor an exclusive license for voclosporin, for the treatment of lupus and all proteinuric nephrology indications (the “Vifor License”). The Vifor License was for the United States and other regions outside of Canada, South Africa, Israel, China, Taiwan and Hong Kong (the “Vifor Territory”). Under the terms of the Agreement, the Company was to receive milestone payments, as well as royalties on commercial sales. In connection with this agreement, Vifor was to purchase voclosporin active pharmaceutical ingredient (“API”) from the Company. Vifor was to carry the burden of the costs associated with these clinical trials. On December 13, 2012, the LCA was assigned to Aurinia Development Corp. by Vifor. Aurinia Development Corp. is a subsidiary of Aurinia Pharmaceuticals Inc. (“Aurinia”).

 

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ILJIN had provided a License Back for the field of lupus and proteinuric kidney diseases for the Territory defined in the ILJIN DDLA of certain rights to the Company in order for these rights to be licensed to Vifor specifically for the indications of lupus and proteinuric kidney disease, in return for certain milestones and royalties to be paid by Vifor.

On December 10, 2012 pursuant to this agreement, the Company received as a milestone payment, an investment in Aurinia. Aurinia issued the Company a share certificate representing 10% of the common shares of Aurinia. Aurinia had the option of granting the Company these shares or $592,000 in cash (US$600,000). The Company determined that the fair value of the shares in Aurinia approximated $592,000 and therefore recorded the value of the investment in Aurinia shares at $592,000. The Company has recorded this milestone payment as deferred revenue upon receipt. Under the LCA, the primary substantive obligations of the Company are to maintain the patent portfolio and pay for drug supply if costs exceed a certain amount. Deferred revenue is being amortized into licensing revenue as the Company incurs the costs related to meeting its obligations under the LCA.

The Company’s investment in Aurinia is carried at fair value, with changes in fair value recognized in other comprehensive income (“OCI”). These gains and losses may subsequently be reclassified into net loss in the statement of operations and comprehensive loss. Since Aurinia’s shares do not trade in a public market, the Company has used a form of comparable company valuation approach to determine fair value. Due to the unique nature of Aurinia’s primary assets, being its’ license agreement with Isotechnika and its’ intellectual property related to lupus nephrology research management does not believe there are any comparable companies that trade publicly for which an indicative value could be obtained. As a result, it has compared the value of Aurinia to the value of the Company based on the proposed merger of the entities and the relative valuation formula agreed to by the parties and to be approved by the shareholders. Without providing for any adjustments for lack of liquidity or non-controlling interests, this approach results in a fair value of the investment of $368,000 at June 30, 2013. The change in fair value from December 31, 2012 of $224,000 has been recognized as a loss in OCI. If the value of the shares of Isotechnika were to increase or decrease by $0.01, this would result in an increase or decrease respectively in the value of the Aurinia shares of approximately $100,000.

During the first quarter of 2013, the Company entered into a term sheet to merge with Aurinia and a tripartite settlement agreement between the Company, ILJIN and Aurinia as more fully described in the Recent Corporate Developments section of this document.

Development, Distribution and License Agreement with ILJIN Life Science Co., Ltd.

Effective January 28, 2011 (the “Effective Date”) the Company completed a Development, Distribution and License Agreement (the “DDLA”) with ILJIN for the further clinical and commercial development of voclosporin for use in transplant indications applicable to voclosporin. The Company granted to ILJIN an exclusive license to voclosporin for transplant and autoimmune indications for the United States and other regions outside of Europe, Canada, Israel, South Africa, China, Taiwan and Hong Kong. The Company retained the rights over voclosporin in Europe for future development and commercialization.

Pursuant to the DDLA, the Company was to receive a total license fee of US$5.0 million. In addition, ILJIN was to purchase 90,700,000 common shares of the Company for gross proceeds of US$19.87 million in three tranches.

The Company was obligated under the terms of the agreement to complete a single Phase 3 clinical trial for the prevention of kidney transplant rejection. A Joint Steering Committee (“JSC”) with equal membership from the Company and ILJIN was to have been formed to oversee the development and commercialization of voclosporin in the ILJIN territories.

The Company received $4.50 million (US$4.5million) of the license fee and the first private placement tranche of $2.38 million (US$2.37 million) on January 28, 2011 which was the Effective Date of the Agreement. The Company issued 11,500,000 common shares at a price of $0.207 per share (US$0.207) to ILJIN pursuant to the subscription agreement for securities. On or before January 28, 2012 ILJIN was to pay US$500,000 to the Company as the Second Development Payment and purchase 39,600,000 common shares of the Company issued from treasury for an aggregate subscription price of US$8.5million. On or before January 28, 2013, ILJIN was to purchase the final tranche of 39,600,000 common shares of the Company issued from treasury for an aggregate subscription price of US$9.0 million.

 

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Prior to the January 28, 2012 date, ILJIN verbally indicated their intent to alter the economics of the DDLA. Consequently, payment under the DDLA was not received as required per the agreement of January 28, 2011. The Company on January 30, 2012 notified ILJIN that it was terminating the DDLA. At that time the Company believed that the termination of the original DDLA was valid. As a result, the remaining deferred revenue balance of $4.40 million was recorded as licensing revenue for the three months ended March 31, 2012.

The Company received notification in March, 2012 that ILJIN submitted a request for arbitration to the International Chamber of Commerce (“ICC”) Court of Arbitration relating to Isotechnika’s termination of the DDLA. The Arbitration hearing to determine the Company’s right to terminate the agreement was held early in the fourth quarter of 2012.

In November, 2012 the Company received notification from the ICC that a Partial Award regarding its right to terminate the DDLA with ILJIN had been issued to the parties. In the result, the Partial Award provided that the DDLA had not been terminated and, therefore, the Company’s contractual relationship with ILJIN still subsisted. As such the Partial Award rejected the Company’s interpretation of the DDLA’s termination provision.

In January of 2013, ILJIN formally notified Isotechnika and the arbitral tribunal that ILJIN had withdrawn all claims for damages in the parties’ pending arbitration arising from the Development, Distribution and License Agreement.

In 2013 the Company, ILJIN and Aurinia entered into a definitive tripartite settlement agreement whereby the DDLA will be terminated as more fully discussed in the Recent Corporate Developments section of this document.

Research and Development

The major components of research and development expenditures for the three and six month periods ending June 30, 2013 and 2012 were as follows:

 

R&D Expenditures

(in thousands of dollars)

   Three Months Ended June 30     Six Months Ended June 30  
   2013     2012     Increase
(Decrease)
    2013     2012     Increase
(Decrease)
 
     $     $     $     $     $     $  

Research and development, net

            

Wages and employee benefits

     163        477        (314     349        948        (599

Study contracts, and other outside services

     30        134        (104     51        191        (140

Rent, utilities and other facility costs

     109        109        —          213        251        (38

Gases, chemicals and lab supplies

     1        22        (21     (6     48        (54

Stock compensation expense

     35        16        19        77        35        42   

Patent annuities and legal fees

     108        79        29        148        191        (43

Insurance

     1        10        (9     2        20        (18

Other

     9        10        (1     10        18        (8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     456        857        (401     844        1,702        (858
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Refundable tax credits and other government assistance

     (4     (40     36        (54     (83     29   
            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net research & development expenses

     452        817        (365     790        1,619        (829
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net research and development expenses decreased to $452,000 and $790,000 respectively for the three and six month periods ended June 30, 2013, compared to $817,000 and $1.62 million respectively for the three and six month periods ended June 30, 2012.

The decrease reflects a reduction in expenditures due to the Company’s financial condition. The Company has significantly reduced its research and development wage and benefit costs by a combination of a reduction in its staff numbers of R&D personnel through attrition and by reducing the hours worked for the remaining staff using the Employment Insurance Work-Share program which was available to the Company until June 22, 2013.

The Company has also continued to conduct research activities for the NICAM program on a reduced scale. Included in the above expenses were research and development costs of $41,000 and $108,000 for the three and six month periods ended June 30, 2013 related to the NICAM program compared to $106,000 and $214,000 respectively for the

 

9


three and six month periods ended June 30, 2012. The Company received funding from the NRC of $4,000 and $44,000 for the three and six month periods ended June 30, 2013 ($Nil and $Nil respectively for the three and six month periods ended June 30, 2012).

Corporate and Administration

The components of corporate and administration for the three and six month periods ended June 30, 2013, compared to the three and six month periods ended June 30, 2012, were as follows:

 

Corporate and Administration Expenditures

(in thousands of dollars)

   Three months ended June 30     Six months ended June 30  
   2013      2012      Increase
(Decrease)
    2013      2012      Increase
(Decrease)
 
     $      $      $     $      $      $  

Salaries, director fees and benefits

     174         295         (121     363         658         (295

Professional and consulting fees

     162         454         (292     312         792         (480

Travel and promotion

     20         112         (92     38         221         (183

Stock compensation expense

     46         21         25        110         53         57   

Rent, utilities and other facility costs

     29         12         17        42         31         11   

Trustee fees, filing fees and other public company costs

     34         35         (1     63         78         (15

Insurance

     9         16         (7     18         32         (14

Office, data processing, telecommunications and other

     29         46         (17     55         112         (57
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Corporate and administration expenses

     503         991         (488     1,001         1,977         (976
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

The Company significantly reduced corporate and administration expenditures for the three and six month periods ended June 30, 2013 when compared to the same periods in 2012. The Company is focused on completing the merger with Aurinia and raising additional funds while reducing costs as much as possible due to its current financial condition.

The Company has reduced its staff numbers of corporate and administration personnel through attrition and has reduced the hours worked and wages paid for the remaining personnel in part by using the Employment Insurance Work-Share program.

Professional and consulting fees also significantly decreased as less legal costs were incurred in the three and six month periods ended June 30, 2013 as a result of the Company signing a definitive settlement agreement with ILJIN and Aurinia in the first quarter of 2013. The Company incurred significant legal fees related to the arbitration process in 2012.

Stock-based Compensation

For a description of the Company’s stock option plan and outstanding stock option details refer to note 7(c) of the interim condensed consolidated financial statements for the three and six month periods ended June 30, 2013.

For the three and six month periods ended June 30, 2013, the Company granted stock options of Nil and Nil respectively (2012 - Nil and 100,000 respectively).

Application of the fair value method resulted in charges to stock-based compensation expense of $81,000 and $187,000 for the three and six months ended June 30, 2013 respectively, (2012 – $37,000 and $88,000) with corresponding credits to contributed surplus. For the three and six month periods ended June 30, 2013, stock compensation expense has been allocated to research and development expense in the amounts of $35,000 and $77,000, respectively, (2012 – $16,000 and $35,000) and corporate and administration expense in the amounts of $46,000 and $110,000, respectively, (2012 – $21,000 and $53,000).

Amortization of property and equipment

Amortization expense for property and equipment decreased to $13,000 and $27,000 for the three and six month periods ended June 30, 2013, compared to $147,000 and $295,000 for the three and six month periods ended June 30, 2012. The decrease reflects that majority of the leasehold improvements and equipment has become fully amortized over the past year.

 

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Amortization of intangible assets

Amortization of intangible assets was consistent at $69,000 and $138,000 respectively for the three and six month periods ended June 30, 2013, compared to $67,000 and $132,000 for the three and six month periods ended June 30, 2012.

Foreign exchange loss

The Company’s functional currency is the Canadian dollar. The Company recorded a foreign exchange loss of $18,000 for the three months ended June 30, 2013 compared to a gain of $58,000 for the three months ended June 30, 2012. The Company recorded a foreign exchange loss of $22,000 for the six months ended June 30, 2013 compared to a gain of $39,000 for the six months ended June 30, 2012. The Company incurs foreign exchange gains or losses depending on the fluctuations of the Canada-US exchange rates.

The Company incurred a foreign exchange loss in the second quarter ended June 30, 2013 due to the decrease in the Canadian Dollar relative to the US dollar during the period which increased the cost of the accounts payable denominated in US dollars.

Other expense (income)

Other expense (income) on the statement of operations reflected an expense of $43,000 for the three months ended June 30, 2013 compared to an expense of $400,000 for the three months ended June 30, 2012. The decrease was the result of the Company recording a $458,000 restructured receivable charge related to a receivable from Lux, in the second quarter ended June 30, 2012. There was no similar item for the three months ended June 30, 2013.

Other expense (income) for the six months ended June 30, 2013 reflected an expense of $5,000 compared to an expense of $4.63 million for the six months ended June 30, 2012. The 2012 comparative figure included a loss on derivative financial asset of $4.18 million. Pursuant to the DDLA with ILJIN, ILJIN was entitled to acquire a fixed number of common shares for a fixed US dollar price per share. In accordance with IFRS, an obligation to issue shares for a price that is not fixed in the Company’s functional currency, and that does not qualify as a rights offering, must be classified as a derivative liability and measured at fair value with changes recognized in the statement of operations and comprehensive loss as they arise.

The Company, Aurinia and ILJIN have entered into a definitive tripartite agreement as more fully described in the Recent Corporate Developments section of this document. Accordingly the fair value of the financial derivative asset has been assessed to be $Nil at June 30, 2013. The Company had recorded a $4.18 million non-cash loss on this derivative financial asset for the three months ended March 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2013, the Company had $478,000 in cash, $188,000 in accounts receivable, accounts payable and accrued liabilities totalling $2.64 million, drug supply payable of $1.70 million and finance lease liability of $24,000. For the three months ended June 30, 2013, the Company reported a loss of $993,000, a cash outflow from operating activities of $390,000, and as at June 30, 2013 had an accumulated deficit of $217.75 million.

The success of the Company, its ability to complete the development of its pharmaceutical products and, in particular, voclosporin, and its ability to continue as a going concern is directly related to the Company raising additional financial resources in the immediate future (see note 2 to the interim condensed consolidated financial statements for the second quarter ended June 30, 2013). See Recent Corporate Developments section for activities being conducted by the Company.

The Company is in the development stage and is devoting substantially all of its efforts towards completing the development activities for its late stage drug, voclosporin. The recoverability of amounts expended on research and

 

11


development to date, including capitalized intangible assets, is dependent on the ability of the Company and its partners to complete these development activities and receive regulatory approval and to be able to commercialize voclosporin in the key markets and indications whereby the Company can achieve future profitable operations. The Company is dependent on raising additional funds through the issuance of shares, and/or attracting additional funding from either its current partners or new ones in order to undertake further development and commercialization of its intellectual property. While it has been successful in raising capital in the past, there can be no assurance it will be able to do so in the future. Without additional funding, the Company will be required to curtail certain or all of its operations.

Net cash used in operating activities for the three months ended June 30, 2013, was $390,000 compared to cash used in operating activities of $593,000 for the three months ended June 30, 2012. Cash used in operating activities in 2013 was composed of net loss, add-backs or adjustments not involving cash and net change in non-cash working items. The net cash used in operating activities for the three months ended June 30, 2012 was composed of net loss, add-backs or adjustments not involving cash, net change in non-cash working items.

Cash used in investing activities for the three months ended June 30, 2013, was $48,000 compared to cash generated in investing activities for the three months ended June 30, 2012 of $840,000. Cash generated in investing activities in 2012 included $849,000 of restricted cash.

Cash generated in financing activities for the three months ended June 30, 2013, was $882,000 compared to cash used in financing activities of $11,000 for the three months ended June 31, 2012. The Company received net proceeds of $400,000 from the issuance of promissory notes and $486,000 from the issuance of units in a private placement equity financing which closed on June 26, 2013.

CONTRACTUAL OBLIGATIONS

The Company is currently operating on a month to month lease at its existing location. The Company has also entered into other agreements with suppliers and service providers in the normal course of business.

The following table presents contractual obligations and purchase obligations arising from these agreements other than amounts already recorded in accounts payable and accrued liabilities and drug supply payable currently in force as at June 30, 2013.

 

(in thousands of dollars)

   Total      Less than
one year
     Two to three
years
     Greater
than three
years
 
     $      $      $      $  

Operating lease obligation

     42         42         —           —     

Purchase obligations

     231         150         75         6   

Finance lease liability

     24         24         —           —     

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in accordance with IFRS often requires management to make estimates about and apply assumptions or subjective judgment to future events and other matters that affect the reported amounts of the Company’s assets, liabilities, revenues, expenses and related disclosures. Assumptions, estimates and judgments are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time at which the Company’s interim condensed consolidated financial statements are prepared. Management reviews, on a regular basis, the Company’s accounting policies, assumptions, estimates and judgments in order to ensure that the interim condensed consolidated financial statements are presented fairly and in accordance with IFRS.

Critical accounting estimates and judgments are those that have a significant risk of causing material adjustment and are often applied to matters or outcomes that are inherently uncertain and subject to change. As such, management cautions that future events often vary from forecasts and expectations and that estimates routinely require adjustment.

 

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Management considers the following areas to be those where critical accounting policies affect the significant judgments and estimates used in the preparation of the Company’s interim condensed consolidated financial statements.

Critical judgments in applying the Company’s accounting policies

Revenue recognition

Management’s assessments related to the recognition of revenues for arrangements containing multiple elements are based on estimates and assumptions. Judgment is necessary to identify separate units of accounting and to allocate related consideration to each separate unit of accounting. Where deferral of upfront payments or license fees is deemed appropriate, subsequent revenue recognition is often determined based upon certain assumptions and estimates, the Company’s continuing involvement in the arrangement, the benefits expected to be derived by the customer and expected patent lives. To the extent that any of the key assumptions or estimates change future operating results could be affected.

Impairment of financial assets

A financial asset is impaired, and an impairment loss recorded, if there is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset, and that event has an impact on estimated future cash flows of the financial asset.

Fair value of stock options

Determining the fair value of stock options, including performance based options, requires judgment related to the choice of a pricing model, the estimation of stock price volatility, expected term of the underlying instruments and the probability factors of success in achieving the objectives used for the performance based options. Any changes in the estimates or inputs utilized to determine fair value could result in a significant impact on the Company’s future operating results, liabilities or other components of shareholders’ equity.

Fair value of financial derivative asset

Pursuant to the DDLA with ILJIN, ILJIN was entitled to acquire a fixed number of common shares for a fixed US dollar price per share. In accordance with IFRS, an obligation to issue shares for a price that is not fixed in the Company’s functional currency, and that does not qualify as a rights offering, must be classified as a derivative liability and measured at fair value with changes recognized in the statement of operations and comprehensive loss as they arise.

The Company, Aurinia and ILJIN have entered into a definitive tripartite agreement as more fully described in the Recent Corporate Developments section of this document. Accordingly the fair value of the financial derivative asset has been assessed to be $Nil at June 30, 2013. The Company had recorded a $4.18 million non-cash loss on this derivative financial asset for the six months ended June 30, 2012.

Intangible assets and impairment

The values associated with intellectual property with finite lives are determined by applying significant estimates and assumptions, including those related to cash flow projections, economic risk, discount rates and asset lives.

Valuations performed in connection with post-acquisition assessments of impairment of intellectual property are based on estimates that include risk-adjusted future cash flows, which are discounted using appropriate interest rates. Projected cash flows are based on business forecasts, trends and expectation and are therefore inherently judgmental. Future events could cause the assumptions utilized in impairment assessments to change, resulting in a potentially significant effect on the Company’s future operating results due to increased impairment charges, or reversals thereof, or adjustments to amortization charges.

 

13


RISKS AND UNCERTAINTIES

The success of the Company and its ability to complete the development of its pharmaceutical products and, in particular, voclosporin, is directly related to the Company’s ability to raise additional financial resources and successfully complete the proposed merger with Aurinia. Additional sources of capital include payments from potential new licensing partners, equity financings, debt financings and/or the monetization of certain of the Company’s intangible assets. There is no assurance of obtaining additional financing through these arrangements or any arrangements on acceptable terms. Given the nature of the biotechnology sector, it may be difficult to raise significant new capital at a reasonable or at any cost. If the Company is not able to obtain additional funding from other sources, management may be required to reduce or terminate development programs or curtail certain or all of its operations. There can be no assurance that any financing efforts will be successful. It is possible that financing may not be available or not be on favourable terms.

The Company has invested a significant portion of its time and financial resources in the development of voclosporin. The Company anticipates that its ability to generate revenues and meet expectations will depend primarily on the successful development and commercialization of voclosporin. The successful development and commercialization of voclosporin will depend on several factors, including the following:

 

    successful completion of clinical programs;

 

    receipt of marketing approvals from the FDA and other regulatory authorities with a commercially viable label;

 

    securing and maintaining partners with sufficient expertise and resources to help in the continuing development and eventual commercialization of voclosporin for autoimmune indications and transplant;

 

    maintaining suitable manufacturing and supply agreements to ensure commercial quantities of the product through validated processes; and

 

    acceptance and adoption of the product by the medical community and third-party payors.

A detailed list of the risks and uncertainties affecting the Company can be found in the Company’s Annual Information Form which is filed on SEDAR. Additional risks and uncertainties of which the Company is unaware, or that it currently deems to be immaterial, may also become important factors that affect the Company.

Capital management

The Company’s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company defines capital as net equity, comprised of issued common shares, warrants, contributed surplus and deficit.

The Company’s objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its ongoing operations and finance its research and development activities, corporate and administration expenses, working capital and overall capital expenditures.

Since inception, the Company has primarily financed its liquidity needs through public offerings of common shares and private placements. The Company has also met its liquidity needs through non-dilutive sources, such as debt financings, licensing fees from its partners and research and development fees.

There have been no changes to the Company’s objectives and what it manages as capital since the prior fiscal period. The Company is not subject to externally imposed capital requirements.

Financial risk factors

The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. Risk management is carried out by management under policies approved by the board of directors. Management identifies and evaluates the financial risks. The Company’s overall risk management program seeks to minimize adverse effects on the Company’s financial performance.

 

14


Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk through the management of its capital structure and financial leverage as discussed above. It also manages liquidity risk by continuously monitoring actual and projected cash flows. There are material uncertainties that may cast a significant doubt that the Company will be able to continue as a going concern without raising additional funds as more fully discussed in Note 2 of the interim condensed consolidated financial statements. See also Recent Corporate Developments for activities being conducted by the Company subsequent to the quarter end to raise working capital.

The Company’s activities have been financed through a combination of the cash flows from licensing and development fees and the issuance of equity and/or debt. The Company completed a $1,019,500 private placement on June 26, 2013.

Accounts payable and accrued liabilities of $2.64 million drug supply payable of $1.70 million and finance lease liability of $24,000 are due and payable within one year.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company’s exposure to interest rate risk at June 30, 2013 is considered minimal.

Foreign currency risk

The Company is exposed to financial risk related to the fluctuation of foreign currency exchange rates.

Foreign currency risk is the risk that variations in exchange rates between the Canadian dollar and foreign currencies, primarily with the United States dollar, will affect the Company’s operating and financial results. The Company’s exposure to foreign currency risk at June 30, 2013 is considered minimal as no significant financial assets or liabilities are denominated in currencies other than the Canadian dollar.

Credit risk

The Company’s cash is held at a major Canadian Bank. The Company has a credit risk of $1,310,000 related to a Receivable from Lux in 2012. The Company provided in full for the receivable at December 31, 2012.

CONTINGENCIES

 

i) The Company may, from time to time, be subject to claims and legal proceedings brought against it in the normal course of business. Such matters are subject to many uncertainties. Management believes that the ultimate resolution of such contingencies will not have a material adverse effect on the interim condensed consolidated financial position of the Company.

 

ii) The Company entered into indemnification agreements with its officers and directors. The maximum potential amount of future payments required under these indemnification agreements is unlimited. However, the Company does maintain liability insurance to limit the exposure of the Company.

 

iii) The Company has entered into license and research and development agreements with third parties that include indemnification and obligation provisions that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party claims or damages arising from these transactions. These provisions may survive termination of the underlying agreement. The nature of the obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any payments under such agreements and no amount has been accrued in the accompanying interim condensed consolidated financial statements.

 

15


iv) The Company and ILJIN incurred legal and other costs related to the arbitration process. The allocation of costs has not yet been determined by the arbitration panel. The Company believes its maximum exposure to costs incurred by ILJIN would not exceed $1.2 million, however, management’s assessment that a cost award in favour of ILJIN is unlikely. Accordingly no provision has been made. Further, upon completion of the transactions contemplated as described in the Recent Corporate Developments section, all claims for costs by ILJIN against the Company would be dismissed.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as required under applicable Canadian regulatory requirements. The Company’s internal control over financial reporting (“ICFRs”) is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of interim condensed consolidated financial statements for external purposes in accordance with IFRS.

Internal controls over financial reporting include those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to interim condensed consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As at June 30, 2013, management assessed the effectiveness of the Company’s ICFRs and, based on that assessment concluded that the Company’s ICFRs was effective and that there were no material weaknesses in the Company’s ICFRs. No changes have occurred during the most recent interim period that have materially affected or are reasonably likely to materially affect the Company’s ICFRs.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that all material information required to be publicly disclosed by a public company is gathered and communicated to management, including the certifying officers, on a timely basis.

The Company’s Chief Executive Officer and its Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure and procedures. They are assisted in this responsibility by the other Officers of the Company. This group requires that it be fully appraised of any material information affecting the Company so that it may evaluate and discuss this information so that the appropriate decisions can be made regarding public disclosure.

The Chief Executive Officer and the Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures as at June 30, 2013, have concluded that the disclosure controls and procedures were adequate and effective to provide reasonable assurance that material information the Company is required to disclose on a continuous basis in interim and annual filings and other reports and news releases is recorded, processed, summarized and reported or disclosed on a timely basis as necessary.

 

16


ADDITIONAL COMPANY INFORMATION

Additional information on the Company may be found in its regulatory filings including its Annual Information Form, quarterly reports and proxy circulars filed with the Canadian Securities Commissions through SEDAR at www.sedar.com or at the Company’s Web site at www.isotechnika.com.

UPDATED SHARE INFORMATION

As at August 12, 2013, the following class of shares and equity securities potentially convertible into common shares were outstanding:

 

Common shares

     215,527,000   

Convertible equity securities

  

Warrants outstanding

     20,315,000   

Stock options

     14,813,000   

Warrants exercisable upon shareholder approval

     22,656,000   

Quarterly Information

(expressed in thousands of dollars except per share data)

Set forth below is the selected unaudited consolidated financial data for each of the last eight quarters:

 

     Three months ended  
     2013     2012     2011  
     Jun 30     Mar 31     Dec 31     Sep 30     Jun 30     Mar 31     Dec 31     Sep 30  

Revenue

     87        89        150        86        90        5,800        110        555   

Research and development costs

     452        338        3,308        554        817        802        917        771   

Corporate and administration costs

     503        498        935        974        991        986        755        682   

Other expense (income)

     43        (38     886        38        400        4,234        4,695        (3,392

Net income (loss) for the period

     (993     (793     (5,188     (1,702     (2,343     (454     (6,530     2,242   

Per common share ($)

Net earnings (loss) – basic and diluted

     (0.005     (0.004     (0.028     (0.01     (0.013     (0.003     (0.038     0.013   

Common Shares outstanding

     215,527        192,871        192,871        173,921        173,921        173,921        173,921        173,921   

Weighted average number of common shares outstanding

     193,867        192,871        188,630        173,921        173,921        173,921        173,921        173,921   

Summary of Quarterly Results

The primary factors affecting the magnitude of the Company’s losses in the various quarters include the amortization of deferred revenue to revenues, research and development costs, timing associated with the clinical development programs and gains (losses) on financial instrument derivatives and fair value changes in these derivatives.

The net loss for the three months ended December 31, 2012 included a provision on drug supply inventory of $2.74 million which was recorded in research and development costs and an additional provision of $860,000 on the Lux receivable related to the sale of API to Lux in 2012 (the Company had previously recorded a provision of $450,000 on this receivable in the second quarter of 2012).

The net loss for the three months ended March 31, 2012 reflected amortization of the remaining ILJIN deferred licensing revenue of $4.40 million as a result of the termination of the DDLA with ILJIN. Results for the same period also reflected revenue from the sale of API to Lux in the amount of $1.3 million.

The net loss for the three months ended March 31, 2012 also included a non-cash loss on the ILJIN related financial derivative asset of $4.18 million. The derivative financial asset fair value of $4.18 million at December 31, 2011 was adjusted to $nil in the first quarter of 2012 as a result of the notification of termination of the ILJIN DDLA by the Company on January 30, 2012.

 

17


OUTLOOK

The Company is in the process of a merger, as described earlier in this document. The transaction is subject to certain closing conditions including, among others, the negotiation and completion of a merger agreement, acceptance and approval by the Toronto Stock Exchange, and the approval of Isotechnika’s shareholders at the Annual and Special Shareholders meeting to be held on August 15, 2013.

Management believes that the consolidation of the intellectual property through the merger, and reaching a settlement agreement with ILJIN Life Science Co., Ltd. (“ILJIN”) increases the likelihood of being able to raise the necessary funding to continue the development of voclosporin for the lupus indication. The combined entity will also continue to explore strategic global licensing transactions for the transplant indication.

The Company, on June 26, 2013 was able to close a private placement (First unit Offering) for gross proceeds of $1,019,500 which included the conversion of $400,000 of promissory notes which were issued in April, 2013. The proceeds will be used for working capital purposes and to complete the merger process.

While the Company believes that the First Unit Offering provides the Company with sufficient funding to continue its business in the ordinary course for a limited period of time following the closing of the Arrangement, additional funding is required to fund the Company’s operations on a go-forward basis. Accordingly, the Company is proposing to conduct a Second Unit Offering as an additional step of the financing process. The timing for the closing of the Second Unit Offering has not been specified, but is intended to close following the completion of the merger arrangement. This second Unit Offering was more fully discussed previously in the “Current Financing Activities” section of this document.

The success of the Company and recoverability of amounts expended on research and development to date, including capitalized intangible assets, is dependent on the ability of the Company and its partners to raise this additional cash, complete development activities, receive regulatory approval and to be able to commercialize voclosporin in key markets and indications, whereby the Company can achieve future profitable operations.

The Company remains focused on unlocking shareholder value by completing the merger process, raising the required financial resources and by developing and commercializing voclosporin either directly by the Company or indirectly through its partners.

 

LOGO

Isotechnika Pharma Inc., 5120 – 75 Street, Edmonton, AB T6E 6W2

www.isotechnika.com

 

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