Form 20-F - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 20-F

☐ Registration Statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934

☒ Annual Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2023

☐ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

☐ Shell Corporation Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this Shell Corporation Report for the transition period from ________ to ________

Commission File Number: 001-12033

NYMOX PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)

Bahamas

(Jurisdiction of incorporation or organization)

Bay & Deveaux Streets

Nassau, The Bahamas

(Address of principal executive offices)

Contact person: Paul Averback

Tel. 800-936-9669, e-mail: info@nymox.com, fax: 514-332-2227

(name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Name of each exchange on which registered
Common Stock		Over The Counter Pink (OTC Pink)

Securities registered or to be registered pursuant to Section 12(g) of the Act

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

93,540,140 shares as of December 31, 2023

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website; if any, every interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards ☒	Other ☐
	as issued by the International Accounting Standards Board.

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

In this annual report, the terms “Nymox”, “The Corporation”, “The Company”, “we” and “us” refers to both Nymox Pharmaceutical Corporation and its subsidiary, Nymox Corporation. Unless otherwise indicated all dollar amounts are in United States Dollars.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

You should be aware that this report contains forward-looking statements about, among other things, the anticipated operations, product development, financial condition and operating results of Nymox, proposed clinical trials and proposed transactions, including collaboration agreements.

By forward-looking statements, we mean any statements that are not statements of historical fact, including (but not limited to) statements preceded by or that include the words, “believes”, “expects”, “anticipates”, “hopes”, “targets” or similar expressions.

In connection with the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995, we are including this cautionary statement to identify some of the important factors that could cause Nymox’s actual results or plans to differ materially from those projected in forward-looking statements made by, or on behalf of, Nymox. These factors, many of which are beyond the control of Nymox, include Nymox’s ability to:

	•	Identify and capitalize on possible collaboration, strategic partnering or divestiture opportunities;

	•	Obtain suitable financing to support its operations and clinical trials;

	•	Successfully defend pending and/or unforeseeable future litigation;

	•	Manage its growth and the commercialization of its products;

	•	Achieve operating efficiencies as it progresses from a development-stage to a later-stage biotechnology corporation;

	•	Successfully compete in its markets;
	•	Succeed in finding and retaining joint venture and collaboration partners to assist it in the successful marketing, distribution and commercialization of its products;

	•	Achieve regulatory clearances for its products;

	•	Obtain on commercially reasonable terms adequate product liability insurance for its commercialized products and avoid product liability claims;

	•	Adequately protect its proprietary information and technology from competitors and avoid infringement of proprietary information and technology of its competitors;

	•	Assure that its products, if successfully developed and commercialized following regulatory approval, are not rendered obsolete by products or technologies of competitors; and

	•	Not encounter problems with third parties, including key personnel, upon whom it is dependent.

Although Nymox believes that the forward-looking statements contained in this annual report are reasonable, it cannot ensure that its expectations will be met. These statements involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause such differences include, but are not limited to, those discussed under “Risk Factors.”

Part I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

Selected Financial Data

The following table sets forth selected consolidated financial data for Nymox for the periods indicated, derived from financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) the financial statements have been audited by M&K CPAS, PLLC, of The Woodlands, in the United States as of December 31, 2023, and by TPS Thayer Company, LLC of Houston, Texas in the United States as of December 31, 2022, 2021, and 2020 and by Thayer O’Neal for the year ended December 31, 2019 and are reported in U.S. dollars. The data set forth below should be read in conjunction with the Corporation’s consolidated financial statements and notes thereto included in Part I, Item 8 of this report.

NYMOX PHARMACEUTICAL CORPORATION

Selected Consolidated Financial Data (In U.S. dollars)

Fiscal Year Ended December 31,	2023			2022			2021			2020			2019
Total Assets	$	626,540		$	1,625,332		$	1,442,843		$	4,343,577		$	5,489,286
Share Capital	$	173,816,208		$	172,259,458		$	165,061,049		$	151,722,076		$	136,554,101
Total Equity	$	(3,173,274	)	$	(481,570	)	$	(505,968		$	2,145,311		$	3,448,246
Sales	$	-		$	-		$	-		$	5,350		$	115,648
Total Revenues (including sales)	$	-		$	-		$	-		$	5,350		$	115,648
Loss from operating activities	$	(8,351,234	)	$	(6,651,641	)	$	(12,504,248	)	$	(11,719,323	)	$	(13,324,918	)
Net Loss	$	(8,844,758	)	$	(6,575,922	)	$	(12,537,622	)	$	(11,737,761	)	$	(13,161,976	)
Loss per Share (basic & diluted)	$	(0.10	)	$	(0.07	)	$	(0.15	)	$	(0.16	)	$	(0.19	)
Weighted Avg. No. of Common Shares		91,687,400			89,382,603			81,976,321			73,823,141			68,845,225

Nymox has never paid any dividends and does not expect to do so in the near future.

Risk Factors

Investing in our securities involves a significant degree of risk. You should carefully consider the risks described below, together with all of the other information in our publicly filed documents, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could be adversely affected. In such an event, the trading price of our Common Shares could decline, and shareholders may lose part or all of their investment in our securities.

We May Not Receive the Required Regulatory Approvals Necessary to Commercialize These Products our Therapeutic Products in Development, Such as Fexapotide Triflutate (NX-1207),

Products requiring regulatory approval, such as Fexapotide Triflutate (NX-1207), will be approved for commercial sale only if governmental regulatory authorities are satisfied that our clinical trials are properly designed and conducted and that the results of those trials provide valid and acceptable evidence that the product is safe and effective for the conditions or diseases it is intended to treat. We do not know whether our already collected clinical trial results on a stand-alone basis and/or in combination with any future clinical trial results will demonstrate sufficient safety and efficacy to obtain the requisite regulatory approvals or will result in marketable products. Clinical trials are lengthy, complex, expensive and uncertain processes and failure can occur at any stage of testing. If we fail to adequately demonstrate the safety and efficacy of our products under development, we will not be able to obtain the required regulatory approvals to commercialize our product candidates. On November 2, 2014, following the completion of data verification and auditing procedures, top-line results of the Phase 3 NX02-0017 and NX02-0018 U.S. clinical trials of NX-1207 for BPH at 12 months post-treatment were not statistically significant compared to placebo. The Corporation has continued its efforts to work on the development program. In early December, 2022, the Corporation filed a Marketing Authorization Application (MAA) with the Denmark authorities, and it was validated and accepted for review on February 13, 2023. That application is currently under review. On September 25, 2023, the Corporation filed a Marketing Authorization Application (MAA) with U.K. authorities, which was validated and accepted for review on October 26, 2023. That application is currently under review.

Setbacks in our efforts to obtain regulatory approval for NX-1207 or failure to obtain regulatory approval could cause the price of our shares to decline and adversely affect our business, operations, product development programs and financial condition. See “A Setback in Our Efforts to Obtain Regulatory Clearance for Our Products Would Likely Cause a Drop in the Price of Our Shares”.

Our Clinical Trials for Certain of Our Therapeutic Products May Be Delayed, making it Difficult to Achieve Anticipated Development or Commercialization Timelines and Our Development of Fexapotide Triflutate (NX-1207) for BPH Has Been Delayed Due To Our Failure to Meet the Primary Endpoints in Our Phase III Clinical Trials at the end of 12 Months.

Delays in the initiation, conduct or completion of clinical trials are not uncommon. If one or more of our clinical trials is delayed, we may be unable to meet our anticipated development or commercialization timelines. Either circumstance could cause the price of our shares to decline, increase clinical trial and product development costs, and affect the Corporation’s business, operations, product development programs and financial condition.

The design, conduct and completion of clinical trials is a complex process involving many third parties, including governmental authorities, institutional review boards, contract manufacturers, contract research organizations, consultants, investigators, patients, and data monitoring committees. The initiation, progress, completion and success of a clinical trial is in part dependent on third parties providing necessary approvals, agreements and consents, performing necessary tasks in a timely, competent manner, and complying with protocols, good clinical practices and applicable laws, rules and regulations. Failure of a third party to perform as expected or agreed upon may result in delays or failure in initiating or completing a clinical trial.

Our clinical trials are subject to prior approvals and continuing oversight by governmental regulatory authorities and institutional review boards. We must meet and comply with their requirements in order to start, continue and successfully complete a clinical trial. We may not be able to comply with one or more of these requirements or there may be delays in doing so. Governmental regulatory authorities may change approvals or requirements, resulting in changes to the design or conduct of a clinical trial or the need for new or further clinical trials.

On November 2, 2014, following the completion of data verification and auditing procedures and the unblinding and top line analysis of efficacy of the studies, Nymox announced that the NX02-0017 and NX02-0018 Phase 3 clinical trials had failed to meet their primary endpoints at the end of 12 months. Top-line results of the Phase 3 NX02-0017 and NX02-0018 U.S. clinical trials of NX-1207 for BPH at 12 months post-treatment were not statistically significant compared to placebo. Given the unforeseen positive placebo effect at 12 months, (at 12 months, the placebo was more effective in reducing symptoms of BPH than any of the approved oral medications on the market at that time), the Corporation continued assessing the long term effects of NX-1207 for BPH, consistent with the protocol in the approved studies. On July 27, 2015 Nymox announced that the Company’s U.S. long-term extension prospective double-blind Phase 3 BPH studies NX02-0017 and NX02-0018 of fexapotide triflutate (NX-1207) for BPH have successfully met the pre-specified primary endpoint of long-term symptomatic statistically significant benefit superior to placebo. The Company announced that Fexapotide showed an excellent safety profile with no evidence of drug-related short-term or long-term toxicity nor any significant related molecular side effects in the 2 studies. As a result of the clinical benefits observed in the long-term extension trial, the Company has filed MAAs in both Denmark and the UK, and intends to meet with regulatory authorities in other jurisdictions around the world and in due course to proceed to file for approval where possible.

A Setback in Our Efforts to Obtain Regulatory Clearance for Our Products Would Likely Cause a Drop in the Price of Our Shares

The clinical testing of drug candidates is fraught with uncertainties and positive results from earlier clinical trials may not be repeated in later trials. As well, government regulators such as the U.S. Food and Drug Administration, or FDA, may require additional testing or further documentation relating to the preclinical testing, clinical studies, manufacturing or other issues at any time. These requirements may result in substantial delays in obtaining regulatory approval or make obtaining such approval much more difficult. Setbacks in any phase of the clinical development of our product candidates could have a negative impact on our business, operations, product development programs and financial condition, could jeopardize FDA or other regulatory approval and would likely cause a further drop in the price of our shares.

We May Not be Able to Make Adequate Arrangements with Third Parties for the Commercialization of Our Product Candidates, such as NX-1207

In order to commercialize our product candidates successfully, we intend, on a product-by-product basis, either to make arrangements with third parties to perform some or all of these services or to expand our existing sales, marketing and distribution capabilities. We currently have limited sales and marketing capabilities and limited experience in developing, training or managing a large marketing or sales force. We currently rely primarily upon distributors for the sales of our existing products. The cost of establishing and maintaining a larger sales force would be substantial and may exceed its cost effectiveness. We may make arrangements with third parties to market and sell some or all of our products under development in certain territories, rather than establish our own sales force. We may not be able to do so on favorable terms. If we contract with third parties for the sales and marketing of our products, our revenues will depend upon the efforts of these third parties, whose efforts may not be successful.

We anticipate entering into co-development and co-marketing agreements with one or more partners with established sales, marketing and regulatory capabilities in order to assist in the completion of the development and commercialization of NX-1207. We may not be able to do so on favorable terms. If we fail to establish or make adequate arrangements with third parties for such purposes, our business, operations, product development programs and financial condition will be materially adversely affected.

We May Not Achieve Our Projected Development Goals in the Time Frames We Announce and Expect

We make public statements regarding the achievement of our milestones, such as the commencement and completion of clinical trials, regulatory submission and approval dates and time of product launch. The actual timing of these events can vary dramatically due to factors such as delays or failures in our clinical trials, the uncertainties inherent in the regulatory approval process and delays in achieving manufacturing or marketing arrangements sufficient to commercialize our products. There can be no assurance that our clinical trials will be completed, that we will make regulatory submissions or receive regulatory approvals as planned or that we will be able to adhere to our current schedule for the launch of any of our products. If we fail to achieve one or more of these milestones as planned, for instance, regulatory approval of NX-1207 for BPH, which has been delayed due to the required long-term follow up, data collection, and analysis, the price of our shares could decline.

Even If We Obtain Regulatory Approvals for Our Product Candidates, We Will be Subject to Stringent Ongoing Government Regulation

Even if regulatory authorities approve any of our product candidates, the manufacture, marketing and sale of such products will be subject to strict and ongoing regulation. Compliance with such regulation will be expensive and consume substantial financial and management resources. For example, an approval for a product may be conditioned on our conducting costly post-marketing follow-up studies. In addition, if based on these studies, a regulatory authority does not believe that the product demonstrates a benefit to patients, such authority could limit the indications for which the product may be sold or revoke the product’s regulatory approval.

We and our contract manufacturers will be required to comply with applicable current Good Manufacturing Practice (“cGMP”) regulations for the manufacture of our products. These regulations include requirements relating to quality assurance, as well as the corresponding maintenance of records and documentation. Manufacturing facilities must be approved before we can use them in commercial manufacturing of our products and are subject to subsequent periodic inspection by regulatory authorities. In addition, material changes in the methods of manufacturing or changes in the suppliers of raw materials are subject to further regulatory review and approval.

If we or any marketing collaborators or contract manufacturers fail to comply with applicable regulatory requirements, we may be subject to sanctions including fines, product recalls or seizures, injunctions, total or partial suspension of production, civil penalties, and withdrawals of previously granted regulatory approvals and criminal prosecution. Any of these penalties could delay or prevent the development, marketing or sale of our products.

It is Uncertain When, if Ever, We Will Make a Profit

We first began operations in 1995. We have never made a profit. We incurred a net loss of approximately $6.5 million in 2022, and $7.9 million in 2023. As of December 31, 2023, Nymox’s accumulated deficit was approximately $207.1 million and we have Negative cash flows from operations of $3,952,037 for the year ended December 31, 2023. As of December 31, 2023, we had negative working capital of $3,175,000.

We cannot say when, if ever, Nymox will become profitable or operate with positive cash flows from operations. Profitability will depend on our uncertain ability to generate revenues from the sale of our products and the licensing of our technology that will offset the significant expenditures required for us to advance our research, protect and extend our intellectual property and develop, manufacture, license, market, distribute and sell our technology and products successfully. Similar types of expenditures in the past have contributed to the net losses reported above.

We Will Continue as a Going Concern

The Corporation will require additional funds to pursue its operations as a going concern for the fiscal year ending December 31, 2023 and beyond, some of the funds of which would be used to conduct further research and development, schedule clinical testing, obtain regulatory approvals and the commercialization of its product candidates. The Corporation had available cash of approximately $69,991 and a negative working capital of $3,175,000 as of December 31, 2023. Cash flows used in operations during 2023 were $3,952,037.

Management believes that current cash balances as at December 31, 2023 and anticipated funds from product sales will not be sufficient to fund its planned business operations and research and development programs over the next 12 months. The Corporation’s primary sources of financing since 2003 has been the Common Stock Private Purchase Agreement. If necessary, the Corporation intends to seek additional equity or finance through the existing private placements and/or other sources of capital in order to fund these operations and activities over the next year.

There can be no assurance that any additional funding will be available at terms that are acceptable to the Corporation to enable the Corporation to continue to pursue its operations. Considering recent developments and the need for additional financing, there exists a material uncertainty that casts substantial doubt about the Corporation’s ability to continue as a going concern. Our consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption is not appropriate, then adjustments may be necessary to the carrying value and classification of assets and liabilities and reported results of operations and such adjustments could be material.

We have incurred operating losses throughout our history. Management believes that such operating losses will continue for at least the next few years as a result of expenditures relating to research and development of our potential therapeutic products.

We Face Challenges in Developing, Manufacturing and Improving Our Products

We anticipate outsourcing at least some of the manufacturing required for our products in order to control start-up and operating costs and to take advantage of the existing manufacturing capabilities and capacity in the large contract manufacturing sectors in the pharmaceutical and diagnostic industries. There are risks associated with this strategy, including difficulties in the transfer of manufacturing, the possibility of production interruption due to causes beyond our control and the need to arrange alternative suppliers.

Our Products and Services May Not Receive Necessary Regulatory Approvals

The actual regulatory schemes in place vary from country to country and regulatory compliance can take several years and involve substantial expenditures.

We cannot be sure that we can obtain necessary regulatory approvals on a timely basis, if at all, for our products in development and all of the following could have a material adverse effect on our business:

	•	failure to obtain or significant delays in obtaining requisite approvals;

	•	loss of or changes to previously obtained approvals; and

	•	failure to comply with existing or future regulatory requirements.

Any changes in the Centers for Medicare and Medicaid Services (“CMS”) or state law requirements or in the U.S. Food and Drug Administration (“FDA”) regulations could have a detrimental impact on our ability to offer or market any reference laboratory services and/or on our ability to obtain reimbursement from the Medicare and Medicaid programs and providers.

Similar requirements exist in many other countries. Obtaining these approvals and complying with the subsequent global regulatory requirements can be both time-consuming and expensive.

In the United States, our drugs in development will require final FDA approval before their sale or distribution. Such approval comes only at the end of a lengthy, expensive and often arduous process. As noted previously, the top-line results of the Phase 3 NX02-0017 and NX02-0018 U.S. clinical trials of NX-1207 for BPH at 12 months post-treatment were not statistically significant compared to placebo. Accordingly, Nymox continued with its long-term extension prospective double-blind Phase 3 studies and on July 27, 2015, Nymox announced that the Company’s U.S. long-term extension prospective double-blind Phase 3 BPH studies NX02-0017 and NX02-0018 of fexapotide triflutate (NX-1207) for BPH had successfully met the pre-specified primary endpoint of long-term symptomatic statistically significant benefit superior to placebo. The Company announced that Fexapotide showed an excellent safety profile with no evidence of drug-related short-term or long-term toxicity nor any significant related molecular side effects in the 2 studies. In March of 2022 the Company submitted a new drug application with the FDA. On May 20, 2022 the Company received a Refusal to File Letter from the FDA, and the Company is formulating a strategy to respond to this letter. In December 2022, the Company submitted a Marketing Authorization Application with the Danish authorities that was validated and accepted for review on February 13, 2023. On September 25, 2023, the Corporation filed a Marketing Authorization Application (MAA) with U.K. authorities that was validated and accepted for review on October 26, 2023. Nevertheless, we cannot predict with any certainty the outcome of these submissions, what further steps may be required or whether regulatory authorities will ultimately grant us such approval.

We Face Significant and Growing Competition

The modern pharmaceutical and biotechnology industries are intensely competitive. Our treatments under development for enlarged prostate BPH face significant competition from existing products. There are at least nine drugs approved for treatment of BPH: five proprietary drugs (dutasteride (Avodart®), tamsulosin (Flomax®), alfusozin, (Uroxatral®), silodosin (Rapaflo®), and tadalofil (Cialis®)), a combination of two drugs (dutasteride and tamsulosin) (Jalyn™), and four generics (finasteride, terazozin, doxazozin, and prazosin). There are a number of thermal treatments on the market designed to shrink the enlarged prostate by heating its tissue with a device inserted through the urethra (the passage leading from the bladder through the penis through which men urinate). The devices on the market use microwave energy (Prostatron®, Targis Therapy® or TherMatrx®), low level radiowaves (TUNA System®), lasers (Indigo LaserOptic Treatment System® or Laserscope GreenLight PVP™), direct heat, energy or hot water to heat or burn away prostate tissue. A variety of surgical procedures exist to surgically reduce or remove the prostate or to widen the urethra. These include procedures to cut away prostate tissue such as TURP (transurethral resection of the prostate) and using a resectoscope with an electrical loop inserted through the penis to cut the prostate tissue. A small device used to widen the constricted urethra called a prostatic stent can also be inserted. In 2013, the FDA approved the Urolift™ system, a permanent surgical implant designed to pull back prostate tissue to improve urination in men with BPH.

We May Not Be Able to Successfully Market Our Product(s)

To increase our marketing, distribution and sales capabilities both in the United States and around the world, we will need to enter into licensing arrangements, contract sales agreements and co-marketing deals. We cannot assure you that we will be able to enter into agreements with other companies on terms acceptable to us, that any licensing arrangement will generate any revenue for the Corporation or that the costs of engaging and retaining the services of a contract sales organization will not exceed the revenues generated.

Protecting Our Patents and Proprietary Information is Costly and Difficult

Obtaining and maintaining our patent position is costly. We pay for the filing, prosecution and fees of several hundred patents and patent applications in countries around the world, including but not limited to the United States, Europe, Japan, Canada, China, Australia, New Zealand and South Korea.

While we believe that we have strong patent protection for the products we sell and for our product development programs and we are in the process of extending that patent protection to cover more countries or new discoveries or products, we cannot assure you that additional patents covering new products or improvements will be issued or that any new or existing patents will be of commercial benefit or be valid and enforceable if challenged.

We believe that the patents issued to date should not preclude Nymox from developing and marketing our products; however, it is impossible to predict the extent to which licenses from third parties will be necessary. If Nymox were to need licenses from third parties there can be no assurance that we could obtain such licenses on commercially reasonable terms, if at all.

We are not currently involved in patent litigation. In the pharmaceutical and biotechnology industry patent disputes are frequent and can preclude the commercialization of products. Patent litigation is costly and the outcome often difficult to predict. It can expose us to significant liabilities to third parties and may require us to obtain third-party licenses at a material cost or cease using the technology or product in dispute.

We Face Changing Market Conditions

The healthcare industry is in transition with a number of changes that affect the market for therapeutic. The U.S. federal and various state governments have under consideration a number of proposals that may have the effect of directly or indirectly limiting drug prices in the U.S. markets. In March 2010, the United States enacted health care reform legislation, the Patient Protection and Affordable Care Act. Important market reforms have begun and will continue through full implementation in 2016 and beyond. The law is expected to expand access to health care, and these changes may adversely affect the prices we may charge for any therapeutic drug we develop. Funding changes and budgetary considerations can lead major health care payers and providers to make changes in reimbursement policies for our products. These changes can seriously impact the potential for growth for the market for our products, either favorably when the decision is to offer coverage for our products at a reasonable price or negatively when the decision is to deny coverage altogether. Changes in the healthcare delivery system have resulted in consolidations and in the formation of multi-hospital alliances, reducing the number of institutional customers for therapeutic and diagnostic test products. There can be no assurance that Nymox will be able to enter into and/or sustain contractual or other marketing or distribution arrangements on a satisfactory commercial basis with these institutional customers.

Health Care Plans May Not Cover or Adequately Pay for Our Products and Services

Throughout the developed world, both public and private health care plans are under considerable financial and political pressure to contain their costs. The two principal methods of restricting expenditures on drugs and services are to deny coverage or, if coverage is granted, to limit reimbursement. For single-payer government health care systems, a decision to deny coverage or to severely restrict reimbursement for one of our products can have an adverse effect on our business and revenues.

In the United States, where, to a significant degree, the patient population for our products is elderly, Medicare and Medicaid are sources of reimbursement. In general, any restriction on reimbursement, coverage or eligibility under either program could adversely affect reimbursement to Nymox for products and services provided to beneficiaries of the Medicare and/or Medicaid programs. Many elderly people are covered by a variety of private health care organizations either operating private health care plans or Medicare or Medicaid programs subject to government regulation. These organizations are also under considerable financial constraints, and we may not be able to secure coverage or adequate reimbursement from these organizations. Without coverage, we will have to look to the patients themselves who may be unwilling or unable to pay for the product; in turn, doctors may be reluctant to order or prescribe our products in the absence of coverage of the product for the patient.

We Are Subject to Continuing Potential Product Liability Risks, Which Could Cost Us Material Amounts of Money

We may be subject to product liability which could task our critical resources, delay the implementation of our business strategy, result in products being recalled or removed from the market, and materially and adversely harm our business and financial condition due to the costs of defending such legal actions or the payment of any judgments or settlements relating to such actions or both. Our business exposes us to the risk of product liability claims that is inherent in the development and marketing, distribution, and sale of pharmaceutical products. If any of our product candidates or marketed products harms people, or is alleged to be harmful, we may be subject to costly and damaging product liability claims brought against us by clinical trial participants, consumers, patients, health care providers, corporate partners, or others.

We have product liability insurance covering our ongoing clinical trials and marketed products. Our insurance coverage may not be sufficient to cover fully all potential claims, nor can we guarantee the solvency of any of our insurers. If our claims experience results in higher rates, or if product liability insurance otherwise becomes costlier because of general economic, market or industry conditions, then we may not be able to maintain product liability coverage on acceptable terms. If sales of our products increase materially, or if we add significant products to our portfolio, then we will require increased coverage and may not be able to secure such coverage at reasonable rates or terms. If our insurance coverage is not sufficient to cover fully all potential claims, the Corporation would be exposed to the risk that our litigation costs and liability could exceed our total assets and our ability to pay.

The Issuance of New Shares May Dilute Nymox’s Stock

The Corporation relies heavily on financing to fund its operations. In order to achieve the Corporation’s business plan and realization of its assets and liabilities in the normal course of operations, the Corporation anticipates the need to raise additional capital and/or achieve sales and other revenue generating activities. The Corporation has historically primarily depended on financing under the Common Stock Private Purchase Agreement as well as direct private placements of its Common Stock to qualified investors to fund its operations. Moreover, Nymox may use its shares as currency in acquisitions. The issuance of further shares and the eligibility of issued shares for sale will dilute our common stock and may lower its share price. There were 93,540,140 common shares of Nymox issued and outstanding as of July 30, 2024. In addition, 6,350,000 share options are outstanding, of which 5,675,000 are currently vested. Expiry dates for Nymox options range from 1.4 years to 9 years (see note 11 to our consolidated financial statements). These options have been granted to employees, officers, directors and consultants of the Corporation.

We Face Potential Losses Due to Foreign Currency Exchange Risks

Nymox incurs certain expenses, principally relating to salaries and operating expenses at its Bahamian, U.S. and Canadian offices. Most of our expenses are derived in U.S. dollars. As a result, we are exposed to the risk of losses due to fluctuations primarily in the exchange rates between the U.S. dollar and the Canadian dollar. We protect ourselves against this risk by maintaining cash balances in both currencies. We do not currently engage in hedging activities. The Corporation may suffer losses as a result of unfavorable fluctuations in the exchange rates between the United States dollar and Canadian dollar.

We Have Never Paid a Dividend and are Unlikely to do so in the Near Future

Nymox has never paid any dividends and does not expect to do so in the near future. We expect to retain any earnings or positive cash flow in order to finance and develop Nymox’s business.

Cybersecurity breaches and other disruptions could compromise our information, result in the unauthorized disclosure of confidential employee, Company and/or business partners’ information, damage our reputation, and expose us to liability, which could negatively impact our business.

In the ordinary course of our business, we collect and process sensitive and confidential data, including our proprietary business information and that of our users, suppliers and business partners, and personally identifiable information of our employees, in our data centers and on our networks. For example, the results of our clinical trials contain private health-related information of clinical trial participants.

The secure processing, maintenance, and transmission of this information is critical to our operations. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential information. Despite the security measures we have in place and continual vigilance in regard to the protection of sensitive information, our systems and those of our third-party service providers may be vulnerable to security breaches, attacks by hackers, acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, damage our reputation, and cause a loss of confidence in our business, products, and services, which could adversely affect our business, financial condition, profitability, and cash flows.

ITEM 4. INFORMATION ON THE CORPORATION

History of the Corporation

Nymox Pharmaceutical Corporation was incorporated under the Canada Business Corporations Act in May 1995 to acquire all of the common shares of DMS Pharmaceutical Inc., a private corporation which had been carrying on research and development since 1989 on diagnostics and drugs for brain disorders and diseases of the aged with an emphasis on Alzheimer’s disease. In 2015, the Corporation changed domicile to The Bahamas.

We have funded our operations and projects primarily by selling shares of Nymox’s common stock. On December 1, 1996, our common shares began trading on the Nasdaq Stock Market. Nymox’s common shares were traded on NASDAQ from Dec. 1, 1996 to July 9, 2023. Shares have traded on the Over the Counter (OTC), Pink Sheets sin then. Nymox’s common shares were also traded on the Montreal Exchange from December 18, 1995 to November 19, 1999. In total through December 31, 2023, Nymox has raised over $201 million through the issuance of common stock or securities exercisable for shares of common stock since its incorporation in May 1995.

Organizational Structure

Nymox has one subsidiary - a wholly-owned subsidiary named Nymox Corporation. Nymox Corporation opened a new office in California (USA) in August, 2018. Nymox Corporation conducts some research and development as well as maintain all Quality Assurance activities for its product(s). Nymox’s former office in Hasbrouck Heights, New Jersey has been vacated and the Corporation is no longer responsible for the lease of that space.

Nymox’s offices are located at:

Nymox Pharmaceutical Corporation

Bay & Deveaux Sts., Nassau, The Bahamas

Phone: (800) 936-9669 Fax: (514) 332-2227

Nymox’s registered agent in the United States is:

CT Corporation System

111 Eighth Avenue, 13^thFloor

New York, NY, 10011

Nymox’s subsidiary is located at:

Nymox Corporation

4 Park Plaza Ste 630

Irvine, CA 92614-2525

Business Overview

Nymox Pharmaceutical Corporation is a biopharmaceutical company focused on developing its drug candidate, NX-1207, for the treatment of BPH and the treatment of low-grade localized prostate cancer. The Corporation also has an extensive patent portfolio covering its marketed products, its investigational drug as well as other therapeutic and diagnostic indications. Nymox also has U.S. and global patent rights for the use of statin drugs for the treatment and prevention of Alzheimer’s disease.

On March 24, 2015, the Corporation announced that it would hold a special shareholder meeting on April 15, 2015 in Montreal for a motion to transfer the Corporation’s head office from Montreal (Quebec) to the Bahamas. Over 94% of the shareholders agreed to move the Corporation Domicile from Canada to The Bahamas. On October 6, 2015, the Canadian authority issued certification for discontinuance of the Canada Business Corporations to the Corporation and the Corporation was deemed to be continued in the commonwealth of the Bahamas as an International Business Company.

Products in Development:

NX-1207 for Enlarged Prostate (BPH)

We are developing treatments for BPH, using novel compounds. Our lead candidate NX-1207 successfully completed a multi-center, double-blind, placebo-controlled Phase 2 trial in September 2006. Top-line results of the Phase 3 NX02-0017 and NX02-0018 U.S. clinical trials of NX-1207 for BPH at 12 months post-treatment were not statistically significant compared to placebo. In March of 2022 the Company submitted a new drug application with the FDA. On May 20, 2022 the Company received a Refusal to File Letter from the FDA. In December 2022, the Company submitted a Marketing Authorization Application with the Danish authorities that was validated and accepted for review on February 13, 2023. On September 25, 2023, the Corporation filed a Marketing Authorization Application (MAA) with U.K. authorities that was validated and accepted for review on October 26, 2023. Nevertheless, we cannot predict with any certainty the outcome of these submissions, what further steps may be required or whether regulatory authorities will ultimately grant us such approval.

We believe, there is a significant need for an effective treatment for BPH. More than half of men in their sixties and as many as 90% of men in their seventies and eighties have the symptoms or signs of BPH according to the 2010 AUA Guideline on the Management of Benign Prostatic Hyperplasia, American Urological Association. Symptoms include more frequent urination (especially at night), difficulty urinating, incomplete emptying of the bladder and sometimes complete inability to urinate. More serious cases may require surgical intervention to reduce the size of the prostate. There is a need for a simple, effective treatment for BPH, particularly in cases where existing drug treatments have proven to be ineffective and where more intrusive procedures such as surgery may be inadvisable or bring unacceptable risks.

Our treatments under development for enlarged prostate (benign prostatic hyperplasia or BPH) face significant competition from existing products. See above.

NX-1207 for Prostate Cancer

We are also developing NX-1207 as a focal treatment for certain types of cancer. In March 2012, we initiated a Phase 2 U.S. clinical trial enrolling a total of 147 patients at 28 clinical centers across the U.S. to evaluate the Corporation’s NX-1207 drug for the treatment of low grade localized prostate cancer. The trial was initiated in accordance with an Investigational New Drug (“IND”) application filed with the FDA and specific direction and guidance provided by the FDA in pre-IND meetings. Initial positive results from this trial were reported in 2014.

The Corporation is in the process of working towards definitive studies and data review for this indication, and potential regulatory review filings in jurisdictions around the World.

Preclinical Studies of NX-1207 for Hepatocellular Carcinoma

Preclinical studies of NX-1207 also showed positive results when given to animals with hepatocellular carcinoma (“HCC”). In the experimental studies, the cancers were significantly reduced in size after 2 local injections of NX-1207. The Corporation intends to advance NX-1207 into human clinical trials for the treatment of HCC.

We cannot predict with any certainty whether the use of NX-1207 for any oncological indication will successfully complete preclinical testing, whether government regulatory agencies, such as the FDA, will permit such products to proceed to human trials, or whether ultimately the use of NX-1207 for any such indications will be granted approval for sale and marketing in the U.S., Canada, or elsewhere in the world. The development of cancer therapeutics in particular is associated with high risks and many uncertainties and a drug candidate that shows efficacy in pre-clinical testing and in animal models may fail in human trials or take a long period (7 years or more) to achieve regulatory approval.

Historical Expenditures for Research and Development Activities

Since 2005, expenses have primarily related to the development and clinical trials of NX-1207, our candidate for the treatment of BPH. The breakdown of research and development costs for these periods is as follows:

Period	Amount (In Thousands of US$)
Prior to 2005	$	18,507
2005		2,293
2006		3,171
2007		3,468
2008		2,389
2009		3,043
2010		4,552
2011		6,602
2012		6,586
2013		5,698
2014		3,859
2015		2,967
2016		2,722
2017		5,284
2018		4,925
2019		5,962
2020		7,167
2021		5,949
2022		3,370
2023		2,582
Total	$	101,096

Total research and development expenditures to date, excluding stock-based compensation, depreciation and amortization expenses, are $101,096,000.

According to industry statistics, on average, it takes 10 to 15 years to research, develop, and bring to market a new prescription medicine in the United States. In light of the steps and complexities involved, the successful development of our product candidates is highly uncertain. Actual product timelines and costs are subject to enormous variability and are very difficult to predict. Accordingly, we cannot provide reliable estimates of the nature, timing, and estimated costs of the efforts necessary to complete our programs. This is particularly the case for our programs in early-stage development. The risk of failure to complete any such program is high because of uncertain feasibility and commercial viability, long lead times to program completion and potentially high costs in relation to anticipated returns. We update and change our product development programs to reflect the most recent preclinical and clinical data and other relevant information. Many of our products under development require regulatory approval before being sold. The process of obtaining such approvals is often lengthy and uncertain and requires the expenditure of substantial resources. Any failure by us to obtain, or any delay in obtaining regulatory approvals could materially adversely affect our business. We cannot assure you that any such approvals required will be obtained on a timely basis, if at all.

Governmental Regulation

All our products –to date are subject to extensive government regulation in the United States and in international markets. Any changes in any national or regional legislation could have an impact on our future ability to offer or market any pharmaceutical and/or diagnostic product and thus have a negative effect on our ability to obtain reimbursement from any health insurance programs and providers.

Our therapeutic products under development by Nymox would also have to receive regulatory approval. This is a costly, lengthy and risky process. In the United States, in order for a product to be marketed, it must go through four distinct development and evaluation stages:

Product Evaluation

We must conduct preliminary studies of potential drug candidates using various screening methods to evaluate them for further testing, development and marketing.

Optimization of Product Formulation

The activities in this stage of development involve consultations between us and investigators and scientific personnel. Preliminary selection of screening candidates to become product candidates for further development and further evaluation of drug efficacy is based on research based biochemical measurements. Extensive formulation work and in vitro testing are conducted for each of various selected screening candidates and/or product candidates.

Clinical Screening and Evaluation

During this phase of development, portions of which may overlap with product evaluation and optimization of product formulation, initial clinical screening of product candidates is undertaken, and full-scale clinical trials commence. The FDA must approve any clinical testing on healthy subjects (Phase 1) and on patients (Phase 2 and 3).

Final Product Development

The activities to be undertaken in final product development include performing final clinical evaluations, conducting large-scale experiments to confirm the reproducibility of clinical responses, making clinical lots for any additional extensive clinical testing that may be required, performing any further safety studies required by the FDA, carrying out process development work to allow pilot scale production of the product, completing production demonstration runs for each potential product, filing new drug applications, product license applications, investigational device exemptions (and any necessary supplements or amendments) and undergoing comprehensive regulatory approval programs and processes.

We cannot assure you that we will successfully complete the development and commercialization of any therapeutic products.

In the United States, obtaining the necessary FDA approval for any drug is a lengthy, expensive, and often arduous process. We cannot predict with any certainty the amount of time the FDA will take to approve one of our drugs or even whether any such approval will be forthcoming. Similar requirements exist in many other countries.

In the United States, the FDA approval procedure is a two-step process. We must file an IND application for each product with the FDA before beginning the initial (Phase 1) clinical testing of the new drug in healthy subjects. If the FDA has not commented on or questioned the application within 30 days of its filing, initial clinical studies may begin. If, however, the FDA has comments or questions, the questions must be answered to the satisfaction of the FDA before initial clinical testing can begin. In some instances, this process could result in substantial delay and expense. Phase I studies are intended to demonstrate the functional characteristics and safety of a product.

After Phase 1 testing, we must conduct extensive clinical trials with patients in order to establish the efficacy and safety of our drug. Once we complete the required clinical testing, we expect to have to file a new drug application for FDA approval in order to market most, if not all, of our new drugs. The application is complicated and detailed and must include the results of extensive clinical and other testing, the cost of which is substantial. The FDA conducts an extensive and often lengthy review of such applications. The agency is required to review applications within 180 days of their filing, but, during the review, frequently requests that additional information be submitted. This starts the 180-day regulatory review period anew when the requested additional information is submitted and, as a result, can significantly extend the review period. Until the FDA actually approves the new drug application, there can be no assurance that the agency will consider the information requested and submitted to justify approval. The packaging and labeling of products are also subject to FDA regulation. Accordingly, it is impossible to anticipate when the FDA will approve a new drug application.

Our lead candidate is NX-1207, a treatment for BPH and for low grade localized prostate cancer. We cannot predict with any certainty what further steps may be required in order to apply for final FDA approval for this drug or whether the FDA will ultimately grant us such approval.

We must also obtain approval for our drugs or diagnostic devices from the comparable regulatory authority in other countries before we can begin marketing our product in that country. The approval procedure varies from country to country and can involve additional testing. The time required may differ from that required for FDA approval. Although there are some procedures for unified filings for certain European countries, in general each country has its own procedures and requirements, many of which are time-consuming and expensive. Thus, there can be substantial delays in obtaining required approvals from both the FDA and foreign regulatory authorities after the relevant applications are filed.

In March of 2022 the Company submitted a new drug application with the FDA. On May 20, 2022 the Company received a Refusal to File Letter from the FDA, and the Company is formulating a strategy to respond to this letter. In December 2022, the Company submitted a Marketing Authorization Application with the Danish authorities that was validated and accepted for review on February 13, 2023. On September 25, 2023, the Corporation filed a Marketing Authorization Application (MAA) with U.K. authorities that was validated and accepted for review on October 26, 2023. Nevertheless, we cannot predict with any certainty the outcome of these submissions, what further steps may be required or whether regulatory authorities will ultimately grant us such approval.

Once approvals are obtained, further delays may be encountered before the products become commercially available. If, subsequent to approval, new information becomes available concerning the safety or effectiveness of any approved product, the regulatory authority may require the labeling for the affected product to be revised or the product to be withdrawn. Our manufacturing of any approved drug must conform with the FDA’s good manufacturing practice regulations which govern the production of pharmaceutical products and be subject to inspections and compliance orders.

Government regulation also affects our ability to receive an appropriate level of reimbursement for our products. Throughout the developed world, both public and private health care plans are under considerable financial and political pressure to contain their costs. The two principal methods of restricting expenditures on drugs and diagnostic products and services are to deny coverage or, if coverage is granted, to limit reimbursement. For single-payer government health care systems, a decision to deny coverage or to severely restrict reimbursement for one of our products can have an adverse effect on our business and revenues.

Patents and Proprietary Information

We believe that patent and trade secret protection is important to our business, and that our success will depend, in part, on our ability to obtain strong patents, to maintain trade secret protection and to operate without infringing the proprietary rights of others. The commercial success of products incorporating our technologies may depend, in part, upon our ability to obtain strong patent protection. We cannot assure you that additional patents covering new products or improvements will be issued or that any new or existing patents will be of commercial benefit or be valid and enforceable if challenged.

We pursue a policy of seeking patent protection for valuable patentable subject matter of our proprietary technology and require all employees, consultants and other persons who may have access to its proprietary technology to sign confidentiality agreements.

Nymox has issued patents in the main European markets, including Great Britain, Germany, France, Italy, The Netherlands, Sweden and Spain among others and in other countries such as Japan, Canada, China, and Australia. These patents cover much of our current product development and technologies.

The Corporation has issued U.S. patents and issued patents in other countries covering NX-1207 that relate to the composition of the compound, its formulation, and its methods of use. The earliest expiry date for these U.S. patents is in 2022. Under current U.S. laws, if NX-1207 is approved for marketing by the FDA, the product is eligible for a patent term extension of up to five years or more depending on the jurisdiction. The Corporation does not license any material patents related to NX-1207 from any third parties.

We also rely upon trade secrets, know-how, and continuing technological advancement to develop and maintain our competitive position. We control the disclosure and use of our know-how and confidential information through agreements with the parties involved. In addition, we have confidentiality agreements with our key employees, consultants, officers and directors. There can be no assurance, however, that all confidentiality agreements will be honored, that others will not independently develop equivalent technology, that disputes will not arise as to the ownership of intellectual property, or that disclosure of our trade secrets will not occur. Furthermore, there can be no assurance that others have not obtained or will not obtain patent protection that will exclude us from using our trade secrets and confidential information. To the extent that consultants or research collaborators use intellectual property owned by others in their work with us, disputes may also arise as to the rights to related or resulting know-how or inventions.

Competition

Rapidly evolving technology and intense competition are the hallmarks of modern pharmaceutical and biotechnology industries. Our competitors include:

	•	Major pharmaceutical, diagnostic, chemical and biotechnology companies, many of which have financial, technical and marketing resources significantly greater than ours;

	•	Biotechnology companies, either alone or in collaborations with large, established pharmaceutical companies to support research, development and commercialization of products that may be competitive with ours; and

	•	Academic institutions, government agencies and other public and private research organizations which are conducting research into Alzheimer’s disease and which increasingly are patenting, licensing and commercializing their products either on their own or through joint ventures.

Our treatments under development for BPH face significant competition from existing products. There are a number of drugs approved for treatment of BPH: five proprietary drugs (tadalofil (Cialis®), dutasteride (Avodart®), tamsulosin (Flomax®), alfusozin (Uroxatral®), and silodosin (Rapaflo®)) a combination of two drugs (dutasteride and tamsulosin) (Jalyn™), and four generics (finasteride, terazozin, doxazozin, and prazosin). There are a number of thermal treatments on the market designed to shrink the enlarged prostate by heating its tissue with a device inserted through the urethra (the tube leading from the bladder through the penis through which men urinate) or through the abdomen. The devices on the market use microwave energy (Prostatron®, Targis Therapy® or TherMatrx®), low level radiowaves (TUNA System®), lasers (Indigo LaserOptic Treatment System® or Laserscope GreenLight PVP™), direct heat or hot water to heat or burn away prostate tissue. A variety of surgical procedures exist to surgically reduce or remove the prostate or to widen the urethra. These include procedures to cut away prostate tissue such as TURP (transurethral resection of the prostate) and using a resectoscope with an electrical loop inserted through the penis to cut the prostate tissue. A small device used to widen the constricted urethra called a prostatic stent can also be inserted. In 2013, the FDA approved the Urolift™ system, a permanent surgical implant designed to pull back prostate tissue to improve urination in men with BPH.

Marketing

At present, we do most of our marketing ourselves. To increase our marketing, distribution and sales, we will need to enter into licensing arrangements, contract sales agreements and co-marketing deals. We cannot assure you that we will be able to enter into agreements with other companies on terms acceptable to us, that any licensing arrangement will generate any revenue for the Corporation or that the costs of engaging and retaining the services of a contract sales organization will not exceed the revenues generated.

If successfully developed and approved, we plan to market and sell our therapeutic and diagnostic products directly or through co-promotion arrangements or other licensing arrangements with third parties. In cases where we have sole or shared marketing rights, we plan to build a small, focused sales force if and when such products approach marketing approval in some markets, including Europe. Implementation of this strategy will depend on many factors, including the market potential of any products we develop as well as on our financial resources. To the extent we will enter into co-promotion or other licensing arrangements, any revenues received by us will be dependent on the efforts of third parties.

Principal Markets

The Corporation intends to market and sell its products in appropriately approved markets, once regulatory approval is achieved. The Corporation has had no revenues from product sales in the past three years.

Property and Equipment

Nymox Pharmaceutical Corporation leases office space in St. Laurent, Quebec, Canada that comprise of approximately 3,070 square feet of leased space. This space is primarily used to store records including records related to clinical trials. Nymox Corporation facilities in Hasbrouck Heights, New Jersey comprised 4,799 square feet of leased space. A new lease was signed in October 2020 and expired on October 31, 2023. That office has since been vacated and Nymox’s has no further lease obligations for this space. Since July, 2018, Nymox Corporation leased a new office in California that comprised of approximately 2,408 square feet of leased space. A new lease was signed in September 2023 and expires on July 31, 2024.

Nymox Pharmaceutical Corporation and its US subsidiary Nymox Corporation own equipment used in research and development work. Nymox believes that its facilities in Quebec and Irvine, California are adequate for its current needs and that additional space, if required, would be available on commercially reasonable terms.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

(In US dollars)

This Management’s discussion and analysis (“MD&A”) comments on the Corporation’s operations, performance and financial condition as of and for the years ended December 31, 2023, 2022 and 2021. This MD&A should be read together with the audited Consolidated Financial Statements and the related notes. This MD&A is dated April 19, 2024. All amounts in this report are in U.S. dollars, unless otherwise noted.

Except as otherwise indicated, all financial information contained in this MD&A and in the Consolidated Financial Statements has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Consolidated Financial Statements and this MD&A were reviewed by the Corporation’s Audit Committee and were approved by our Board of Directors.

Additional information about the Corporation can be obtained on EDGAR at www.sec.gov or on SEDAR at www.sedar.com.

All figures are presented in U.S. dollars, unless otherwise stated.

Overview

We have incurred substantial operating losses since our inception due in large part to expenditures for our research and development activities. Management believes that such operating losses will continue for at least the next few years as a result of expenditures relating to research and development of our potential products.

As of December 31, 2023, we had an accumulated deficit of $207.0 million. However, our current level of annual expenditures exceeds the anticipated revenues from sales of goods and may not be covered by additional sources of funds. Management believes that such operating losses will continue for at least the next few years because of expenditures relating to research and development of our potential therapeutic products.

Management believes that current cash balances as at December 31, 2023 and anticipated funds from product sales are not sufficient to fund substantially all its planned business operations and research and development programs over next 12 months. However, if necessary, the Company intends to seek additional equity or other financing, should the Company’s liquidity needs change.

Critical Accounting Policies

The Consolidated Financial Statements of the Corporation have been prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board. The Corporation’s functional and presentation currency is the United States dollar. Our accounting policies are described in the notes to our annual audited consolidated financial statements which are included later in this report.

Operating Results

Results of Operations – 2023 compared to 2022

Net losses were $8,844,758, or $0.10 per share, for the year ended December 31, 2023, compared to $6,575,922, or $0.07 per share, for the year ended December 31, 2022. Net loss includes stock and stock option compensation charges of $2,458,912 in 2023 and $592,769 in 2022.

Revenues

Revenues from sales of goods were nil for the year ended December 31, 2023 and 2022. The development of therapeutic candidates and of moving therapeutic product candidates through clinical trials and regulatory review and approval is a priority for the Corporation currently. The growth of sales will become more of a priority once these candidates have reached the marketing stage. The Corporation expects that revenues will significantly increase if and when product candidates pass clinical trials and are launched on the market.

Research and Development

Research and development expenditures were $3,994,809 for the year ended December 31, 2023, compared with $3,772,945 for the year ended December 31, 2022. Research and development expenditures include costs incurred mainly for advancing Nymox’s BPH and prostate cancer product candidate NX-1207 through clinical trials, as well as demonstrating product efficacy and regulatory compliance prior to launch. Research and development expenditures also include stock and stock option compensation charges of $1,231,172 for the year ended December 31, 2023 and $175,334 for the year ended December 31, 2022. For the year ended December 31, 2023, an increase of $94,454 in lab service expenditures, an increase of $1,954,063 in stock based compensation, a decrease of $282,012 in professional fees and a decrease of $251,500 in director compensation contribute to the decrease of expenses compared to the same period in 2022.

The Corporation expects that research and development expenditures will decrease more as a result of the Corporation’s U.S. BPH trial activity reduction, pending the evaluation of the data. Because of the early stage of development and the uncertainty related to the Corporation’s R&D projects, it is impossible to outline the nature, timing or estimated costs of the efforts necessary to complete these projects, nor the anticipated completion dates for these projects. The facts and circumstances indicating the uncertainties that preclude us from making a reasonable estimate of the costs and timing necessary to complete projects include the risks inherent in any field trials, the uncertainty as to the nature and extent of regulatory requirements both for safety and efficacy, and the ability to manufacture the products in accordance with current good manufacturing requirements (cGMP) and in sufficient quantities both for large scale trials and for commercial use as further described in the section entitled “Risk Factors”. A drug candidate that shows efficacy can take a long period (7 years or more) to achieve regulatory approval. There is also uncertainty whether we will be able to successfully adapt our patented technologies or whether any new products we develop will pass proof-of-principle testing both in the laboratory and in clinical trials, and whether we will be able to manufacture such products at a commercially competitive price. In addition, given the very high costs of development of therapeutic products, we anticipate having to partner with larger pharmaceutical companies to bring therapeutic products to market. The terms of such partnership arrangements along with our related financial obligations cannot be determined at this time and the timing of completion of the approval of such products will likely not be within our sole control.

Marketing Expenses

Marketing expenditures were nil for the year ended December 31, 2023 and 2022 respectively. The Corporation expects that marketing expenditures will increase if and when new products are launched on the market.

General and Administrative Expenses

General and administrative expenses were $4,356,424 for the year ended December 31, 2023, compared with $2,878,696 for the year ended December 31, 2022. General and administrative expenditures also include stock compensation charges of $2,125,965 for the year ended December 31, 2023 and $417,435 in the comparative period in 2022. The increase $1,477,728 in expenses for the year ended December 31, 2023 is primarily due to an increase of $1,708,530 in stock based compensation, a decrease of $251,500 in director compensation, a decrease of $22,617 in professional fees and an increase in loss on conversion of $440,000 compared to the same period in 2022. The Corporation expects that general and administrative expenditures will increase if and when product development leads to expanded operations.

Finance Costs

Finance costs was $53,523 for the year ended December 31, 2023, compared with finance costs of $37,068 for the year ended December 31, 2022. The finance costs increase of $16,455 for the year ended December 31, 2023 is mainly attributable to a decrease of $12,058 in operation lease interest expense offset with an increase of $29,133 in finance charges.

The Corporation incurs expenses in the local currency of the countries in which it operates, which include the United States, Canada and the Bahamas. Foreign exchange fluctuations had no meaningful impact on the Corporation’s results in 2023 or 2022.

Inflation

The Corporation does not believe that inflation has had a significant impact on its results of operations.

Results of Operations – 2022 compared to 2021

Net losses were $6,575,922 or $0.07 per share, for the year ended December 31, 2022, compared to $12,537,622, or $0.15 per share, for the year ended December 31, 2021. Net loss includes stock and stock option compensation charges of $592,769 in 2022 and $2,602,992 in 2021.

Revenues

Revenues from sales of goods were nil for the years ended December 31, 2022, and December 31, 2021. The development of therapeutic candidates and of moving therapeutic product candidates through clinical trials and regulatory review and approval is a priority for the Corporation currently. The growth of sales will become more of a priority once these candidates have reached the marketing stage. The Corporation expects that revenues will significantly increase if and when product candidates pass clinical trials and are launched on the market.

Research and Development

Research and development expenditures were $3,772,945 for the year ended December 31, 2022, compared with $6,657,684 for the year ended December 31, 2021. Research and development expenditures include costs incurred mainly for advancing Nymox’s BPH and prostate cancer product candidate NX-1207 through clinical trials, as well as demonstrating product efficacy and regulatory compliance prior to launch. Research and development expenditures also include stock and stock option compensation charges of $175,334 for the year ended December 31, 2022 and $478,884 for the year ended December 31, 2021. For the year ended December 31, 2022, a decrease of $2,366,139 in clinical lab expenditures and a decrease of 303,551 in stock and stock option compensation charges contribute to the decrease of expenses compared to the same period in 2021.

Marketing Expenses

Marketing expenditures were nil for the year ended December 31, 2022 and 2021 respectively. The Corporation expects that marketing expenditures will increase if and when new products are launched on the market.

General and Administrative Expenses

General and administrative expenses were $2,878,696 for the year ended December 31, 2022, compared with $5,846,564 for the year ended December 31, 2021. General and administrative expenditures also include stock compensation charges of $417,435 for the year ended December 31, 2022 and $2,124,108 in the comparative period in 2021. The decrease of $2,967,869 in expenses for the year ended December 31, 2022 is primarily due to a decrease of $1,706,672 in employee stock compensation, a decrease of $429,441 in director and employees compensation, and a decrease of $746,382 in professional fees, compared to the same period in 2021. The Corporation expects that general and administrative expenditures will increase if and when product development leads to expanded operations.

Finance Costs

Finance costs was $37,068 for the year ended December 31, 2022, compared with finance costs of $33,374 for the year ended December 31, 2021. The finance costs increase of $3,694 for the year ended December 31, 2022 is mainly due to a decrease of $4,203 in operation lease offset with an increase in $8,198 in finance charges.

Liquidity and Capital Resources

Financial Position

Liquidity and Capital Resources

As of December 31, 2023, cash and receivables totaled $81,000 compared with $1,413,000 and $843,000 at December 31, 2022 and 2021, respectively. Our operating expenses of demonstrating product efficacy and regulatory compliance prior to launch have continued during the period of year 2023.

Cash and cash equivalents amounted to $70,000, $1,403,000, and $830,000 as of December 31, 2023, 2022 and 2021, respectively.

We used cash in our operating activities in the amounts of $4 million, $5 million, and $10 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Investing activities have been insignificant and substantially all cash flows have been provided by financing activities, specifically proceeds from the issuance of common stock.

A detailed analysis of our capital activities for the years ended December 31, 2023, 2022 and 2021 is included in the footnotes to the financial statements.

Capital disclosures

The Corporation’s objective in managing capital is to ensure a sufficient liquidity position to finance its research and development activities, general and administrative expenses, working capital and overall capital expenditures, including those associated with patents. The Corporation makes every attempt to manage its liquidity to minimize shareholder dilution when possible.

The Corporation defines capital as total equity. To fund its activities, the Corporation has followed an approach that relied almost exclusively on the issuance of common shares. Since inception, the Corporation has financed its liquidity needs primarily through private placements and, In February 2016, the Corporation filed a prospectus supplement and accompanying prospectus related to the potential issuance and sale of up to $12,000,000 of our common stock, no par value per share, from time to time through our sales agent, Chardan Capital Markets, LLC, or Chardan. These sales have been made under an equity distribution agreement, dated February 5, 2016, between the Corporation and Chardan, which we refer to as the equity distribution agreement.

Contractual Obligations

We have contractual obligations under short-term lease commitments for our premises in New Jersey (United States) of $11,632 per month until October 2023. Effective from August 2021, we renewed a long-term lease commitment for our premises in California (United States) of $7,874 per month until July 2022 and of $8,512 per month until July 2023. Our contractual obligations are summarized in the table below.

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 Years		4-5 years
Operating lease and rent for office space and equipment	$	57,310	$	57,310	$	-	$	-
Insurance premium installments		15,131		15,131
Total Contractual Obligations other than accounts payable and accrued liabilities	$	72,441	$	72,441	$	-	$	-

Off-Balance Sheet Arrangements

The Corporation has no binding commitments for the purchase of property, equipment or intellectual property. The Corporation has no commitments that are not reflected in the statement of financial position except for insurance premium installments.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Paul Averback, M.D., D.A.B.P., 74, President and Director since September 1995 and Chairman since June of 2001, is the founder of Nymox and the inventor of much of its initial technology. Prior to founding Nymox, Dr. Averback served as President of Nymox’s predecessor, DMS Pharmaceuticals Inc. He received his M.D. in 1975 and taught pathology at universities, including Cambridge University, England (1977-1980), during which time he initiated his research on Alzheimer’s disease. He has practiced medicine in numerous institutions as well as in private practice. Dr. Averback has published extensively in the scientific and medical literature.

Professor David Morse, Ph.D., 67, has been a director since June 8, 2006. He is a world expert in the biochemistry, proteomics and genomics of cell function particularly as it relates to circadian regulation in single cell organisms. He received a Ph.D. from McGill University in 1984, completed a post-doctoral fellowship at Harvard University in 1989 and has been a Full Professor at the University of Montreal since 2001. He has published extensively in the peer-reviewed scientific literature, including papers in journals such as Science, Cell, Proceedings of the National Academy of Science, Journal of Biological Chemistry, and Nature. Dr. Morse has previously collaborated with Nymox scientists in research and development projects.

Mr. James G. Robinson, 88, CEO of Morgan Creek Productions, which for over 25 years has continued to be one of the leading and most successful independent production entities in the film business. Under Robinson’s leadership, Morgan Creek has produced an assortment of highly successful and critically acclaimed feature films.

Mr. Patrick A. Doody, 61, Vice President and General Counsel has been a practicing attorney since 1992. He obtained his Juris Doctor from George Mason School of Law in 1992, and a Bachelor of Science Degree in Chemical Engineering from Virginia Tech in 1986. Mr. Doody has extensive experience in intellectual property matters, and has represented Nymox and its predecessor corporations since 1992. Mr. Doody has published extensively in peer-reviewed legal journals, including 3 separate book chapters, and is currently Senior Counsel at Pillsbury Winthrop Shaw Pittman in McLean, Virginia.

Compensation

Named Executive Officers

The Summary Compensation Table and Outstanding Incentive Plan Awards tables below for Named Executive Officers summarize the total compensation paid during the Corporation’s financial year ended on December 31, 2023 to the Named Executive Officers of the Corporation and all incentive plan awards outstanding at December 31, 2023 for the Named Executive Officers. The Named Executive Officers are the Corporation’s Chief Executive Officer, and its General Counsel.

On July 17, 2015, the Corporation approved the long-term employment agreement of Dr. Paul Averback as President and Chief Executive Officer. Dr. Averback has not taken a salary since November of 2014. The employment agreement retains the services of Dr. Averback for an initial period of seven years. Dr Averback has agreed to forgo his salary until the Company receives a significant increase in its financing to expand its operations and execute its business plans. Dr. Averback received 3,000,000 restricted shares on July, 2015 and received 250,000 restricted stock each month for the duration of the contract, totaling up to 21,000,000 restricted shares, in lieu of cash salary. The Corporation determined that a grant date for all of the restricted shares occurred on July 17, 2015 and established the fair value of each share at $1.36. The Corporation is recording the expense on a pro-rata basis and recorded an expense of $11.4 million in fiscal 2015. The compensation cost was fully recognized as of December 31, 2022.On May 14, 2015, the CEO was also granted 5,025,000 options. Dr Averback received $157,000 compensation as a bonus during the year ended at December 31, 2023.

Patrick Doody, Vice President and General Counsel received a total 425,000 in options; James G. Robinson and Paul Averback each received 100,000 in options, and David Morse received 50,000 in options in 2023. The Corporation has not made any agreements or arrangements with any of its executive officers in connection with any termination or change of employment or change of control of the Corporation.

Compensation Discussion and Analysis

The Human Resources and Compensation Committee of the Board of Directors oversees the compensation of executive officers of the Corporation. The members of the Human Resources and Compensation Committee for the financial year ended December 31, 2023 were James G. Robinson, and Dr. David Morse.

The Corporation’s current compensation policy for its executive officers, including the Chief Executive Officer and the Named Executive Officers, emphasizes the granting of options over base salary as a means of attracting, motivating and retaining talented individuals. Such a policy is believed to better further the Corporation’s business goals by allocating more financial resources to the Corporation’s ongoing product development programs. Given the current stage of the Corporation’s development, the Corporation has not established and does not use formal benchmarks, performance goals, review processes or other qualitative or quantitative criteria or targets relating to the performance of the Corporation or the individual in order to determine compensation. The Corporation does not have a non-equity incentive plan or a policy of annually granting performance bonuses or salary increases to its executive officers. However, from time to time, the Corporation rewards one time compensation to its executive officers for their service.

The Corporation grants option-based awards to its executive officers in accordance with a stock option plan approved by the shareholders. Further details of the stock option plan are provided below. The stock option plan provides long-term incentives to the Corporation’s officers and employees to advance the Corporation’s product development programs towards commercialization and to enhance shareholder value. The Corporation endeavors to provide salaries and option grants that are internally equitable and that are consistent with both job performance and ongoing progress towards corporate goals. The amount of option grants is determined in part by the amount and terms of outstanding and expiring options, the experience and expertise of each executive officer and the needs of the Corporation, among other factors. The Human Resources and Compensation Committee of the Board of Directors reviews all proposals for awards of stock options to executive officers and decides on the appropriateness of the awards. In doing so, the Committee relies solely on discussion among the independent board members on the Committee without any formal pre-determined objectives, criteria or analytic processes but with a view to attracting and retaining executive officers who can help further the Corporation’s business plan.

By relying on option grants as a primary means of compensating its executive officers, the Corporation’s intention is to provide a direct link between corporate performance and executive compensation while maximizing shareholder value and controlling cash expenditures.

Directors

The Summary Compensation Table and Outstanding Incentive Plan Awards tables below for the directors of the Corporation summarize the total compensation paid during the Corporation’s financial year ended on December 31, 2023 to the directors of the Corporation and all incentive plan awards outstanding at December 31, 2023 for the directors. One current director, Dr. Paul Averback, the President and CEO of the Corporation, is member of the senior management of the Corporation and does not receive any compensation for acting as a director until April, 2021. His compensation as Named Executive Officer is summarized in the summary tables for compensation and incentive plans for Named Executive Officers below.

Summary Compensation Table: Named Executive Officers

								Non-equity incentive plan compensation
Name and principal position	Year	Salary US$		Share based awards		Option- based awards (#)		Annual incentive plans		Long-term incentive	Pension value		All Other		Total US$
Dr. Paul Averback CEO and President	2023		-		-				-			-		157,000		157,000

Patrick Doody General Counsel	2023		32,868				425,000

¹Dr Averback received $157,000 compensation as a bonus during the year ended at December 31, 2023.

Outstanding Incentive Plan Awards as of December 31, 2023: Named Executive Officers

	Option-based Awards
	Number of securities									Value of
	Underlying Unexercised Options						Option Exercise		Option Expiration	Unexercised In-the-money
Name	Total		Unvested		Vested		price		Date	Options
Dr. Paul Averback		5,025,000		-		5,025,000	$	1.74	05/14/2025	$	-
Dr. Paul Averback		100,000		100,000		0		1.00	12/4/2033
Patrick Doody		75,000		-		75,000	$	0.24	07/04/2033	$	-
Patrick Doody		350,000		350,000		0		1.00	12/4/2033	$	-
Total		5,325,000		-		5,100,000				$	-

Option exercise prices and the values of unexercised in-the-money options are expressed in US$. From time to time the Corporation issue reward shares to directors for their service.

Summary Compensation Table: Directors

The following is a summary of independent director compensation for the year ended December 31, 2023:

Name

Fees

Earned

Share-based awards

Option-based awards (#)

Non-equity

incentive plan

compensation

Pension value

All other compensation

Total ($)

David Morse

50,000

James Robinson

100,000

Outstanding Incentive Plan Awards as of December 31, 2023: Directors and Officers

	Option-based Awards
	Number of securities underlying unexercised options						Option exercise		Option expiration date	Value of unexercised in-the-money
Name	Total		Unvested		Vested		price		(mm/dd/yy)	options
David Morse		125,000		-		125,000	$	1.74	05/14/2025	$	-
David Morse		20,000		-		20,000	$	2.08	04/01/2029	$	-
David Morse		30,000		-		30,000		1.75	05/11/2031	$	-
David Morse		10,000		-		10,000		1.83	11/03/2031		-
David Morse		50,000		50,000		0	$	1.00	12/4/2033	$	-
James G. Robinson		100,000		-		100,000	$	1.74	05/14/2025	$	-
James G. Robinson		20,000		-		20,000	$	2.08	04/01/2029	$	-
James G. Robinson		30,000		-		30,000		1.75	05/11/2031	$	-
James G. Robinson		10,000		-		10,000		1.83	11/03/2031		-
James G. Robinson		100,000		100,000		0		1.00	12/04/2033
Dr. Russell Thomson		200,000		-		170,833	$	2.86	12/31/2029	$	-
		-		-						$	-
Total		695,000		150,000		515,833				$	-

The options may be exercised until the expiration of the option or the date that is 90 days following the termination date, whichever occurs first.

Outstanding Incentive Plan Awards as of December 31, 2023: Employees

Option-based Awards

Number of securities

underlying

unexercised options

Option

exercise

Option

expiration date

Value of

unexercised

in-the-money

Name

Total

Unvested

Vested

price

(mm/dd/yy)

options

Lin Dodd

10,000

3.43

07/15/2032

Total

The options may be exercised any time after six months vest period until the expiration date of the option.

Share Ownership

As of April 19, 2024, the number of shares beneficially owned or controlled by directors and senior officers of the Corporation were as follows:

Name	Shares Beneficially Owned and controlled		Percentage of shares Beneficially Owned and Controlled
Paul Averback, M.D. (1)		39,425,979		36.0	%
Paul Averback, M.D., Trustee (2)		607,031		0.6	%
James G. Robinson (3)		8,023,580		5.7	%
David Morse, Ph.D.(4)		195,396		-
Total		48,251,986		45.2	%

(1)	Represents 34,400,979 shares of common stock and 5,025,000 shares of common stock issuable upon the exercise of options held by Dr. Averback under the Company’s share option plan.

(2)	Represents 607,031 shares of common stock held by Paul Averback, M.D., Trustee.

(3)	Represents 6,702,065 shares of common stock, 170,000 shares of common stock issuable upon the exercise of options held by Mr. Robinson under the Company’s share option plan and 1,151,515 shares of common stock underlying the warrants. Mr. Robinson is a director of the Company.

(4)	Represents 396 shares of common stock and 195,000 shares of common stock issuable upon the exercise of options held by Mr. Morse under the Company’s share option plan.

Nymox has created a stock option plan for its employees, officers and directors, and for consultants. The board of directors of Nymox administers the stock option plan and authorizes the granting of options in accordance with the terms of the plan. Each option gives the individual granted the option the right to purchase a common share of the Corporation at a fixed price during a specified period of no more than ten years. The board may also make all or a portion of the options granted effective only as of a specific future date or dates. The option price must not be less than the market price of the common shares when the option is granted. The total number of shares under option to any one individual may not exceed fifteen percent of the total number of issued and outstanding common shares of the Corporation. The options may not be assigned, transferred, or pledged, and expire within three months of the termination of employment or active office with the Corporation and six months of the death of the individual.

No more than 15,000,000 common shares may be under option at any time and a maximum of 15,000,000 common shares are available to be issued under the stock option plan as the result of the exercise of options. Options that expire or terminate without being exercised become available to be granted again. Material changes to the stock option plan such as the number of shares available to be optioned require shareholder approval, Since the inception of the stock option plan in 1995, 383,400 options have been exercised under the plan and 100,514 shares have been issued as a result of cashless exercises.

Board Practices

Directors are elected at each annual meeting for a term of office until the next annual meeting. Executive officers are appointed by the board of directors and serve at the pleasure of the board.

Nymox does not have written contracts with any of the directors named above. We do not have any pension plans or other type of plans providing retirement or similar benefits for directors, nor any benefits upon termination of service as a director.

Nymox’s Audit Committee consists of two directors appointed by the Board who are independent of management and who are generally knowledgeable in financial and auditing matters. The Chairman of the Audit Committee is Mr. James G. Robinson, and the other member is Dr. David Morse. The primary role of the Audit Committee is to provide independent oversight of the quality and integrity of the accounting, auditing, and reporting practices of Nymox with a particular focus on financial statements and financial reporting to shareholders. The Committee is responsible for the appointment, compensation, and oversight of the public accounting firm engaged to prepare or issue an audit report on our financial statements. It oversees all relationships between Nymox and the auditor, including reviewing on an ongoing basis any non-audit services and special engagements that may impact the objectivity or independence of the auditors. The auditor reports directly to the Audit Committee. The Audit Committee reviews the scope and results of the audit with the independent auditors.

The Audit Committee meets at least four times a year to review with management and the independent auditors the Corporation’s interim and year-end financial condition and results of operations. Its review includes an assessment of the adequacy of the internal accounting, bookkeeping and control procedures of the Corporation. The Audit Committee also has the responsibility for reviewing on an ongoing basis all material transactions between Nymox and its affiliates and other related parties such as officers, directors, other key management personnel, major shareholders and their close family members, affiliated companies or associated enterprises.

The Audit Committee has the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities, including the power and authority to retain and determine funding for independent counsel, accountants, or other advisors as it determines necessary to carry out its duties.

The Human Resources and Compensation Committee consists of the independent directors of the Board. The Chairman of the Committee is James G. Robinson; the other member is Dr. David Morse. The Committee establishes and reviews overall policy and structure with respect to compensation and employment matters, including the determination of compensation arrangements for directors, executive officers and key employees of the Corporation. The Committee is also responsible for the administration and award of options to purchase shares pursuant to our share option plan.

The Corporate Governance Committee consists of directors of the Board. The Chairman of the Committee is Dr. Paul Averback; the other member is Mr. James G. Robinson. This Committee has the general mandate of providing a regular review of the management, business and affairs of Nymox, including our corporate governance. This Committee also reviews and approves director nominations to ensure each nominee meets the requisite requirements under applicable corporate and securities laws, rules and regulations and otherwise possesses the skills, judgment and independence appropriate for a director of a public corporation.

Employees

In addition to the employees, Nymox carries out its work with the assistance of an extensive group of research collaborators, out-sourced manufacturing teams, research suppliers, research institutions, service providers and research consultants. To help carrying out its marketing, Nymox has independent medical personnel detailing its products.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY INFORMATION

Major Shareholders

The following table sets out as of April 19, 2024 , the number of shares beneficially owned and controlled by Dr. Paul Averback, the President and CEO of Nymox and a member of the Nymox board of directors, and by all directors and officers as a group.

Name of Shareholder	Number of Shares Beneficially Owned and controlled		Percent of Shares Beneficially Owned and controlled
Dr. Paul Averback (1)		40,033,010		36.6	%
James G. Robinson (2)		8,023,580		5.7	%
All directors and officers as a group(3)		48,251,986		45.2	%

(1)	Represents 35,008,010 shares of common stock and 5,025,000 shares of common stock issuable upon the exercise of options held by Dr.Averback under the Company’s share option plan.

(2)	Represents 6,702,065 shares of common stock, 170,000 shares of common stock issuable upon the exercise of options held by Mr. Robinson under the Company’s share option plan and 1,151,515 shares of common stock underlying the warrants.

(3)	Represents 40,217,971 shares of common stock , 5,390,000 shares of common stock issuable upon the exercise of options and 1,151,515 shares of common stock underlying the warrants held by all directors and officers.

The above shares beneficially owned shareholders have the same voting rights as all other shareholders. The percent of shares held by Dr. Paul Averback is 36.6% as of April 19, 2024.

All shareholders of Nymox stock have the same voting rights. Other than Dr. Paul Averback, Mr. Robinson and the individuals above, Nymox does not know of any other shareholders that beneficially own or hold dispositive power over more than 5% of its shares.

Related Party Transactions

The Corporation’s related party transactions include salaries, benefits and stock-based compensation disclosed above for the years ended December 31, 2023, 2022 and 2021. The Corporation also entered into a long-term employment agreement with its President.

Dividends

The Corporation has not issued dividends since inception.

Cease Trade Orders, or Bankruptcies

To the knowledge of the Corporation, no director or officer of the Corporation or shareholder of the Corporation holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, or has been within the past 10 years, a director or officer of any other Corporation that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied such Corporation access to any exemptions under Canadian securities legislation for a period of more than 30 consecutive days, or was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

To the knowledge of the Corporation, no director, officer or control person of the Corporation has been subject to any penalties or sanctions imposed by a court relating to U.S. or Canadian securities legislation or by a U.S. or Canadian securities regulatory authority or has entered into a settlement agreement with a U.S. or Canadian securities authority, nor has any director, officer or control person of the Corporation been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

To the knowledge of the Corporation, no current director, officer or control person of the Corporation, nor any personal holding Corporation of any such person, has within the past 10 years, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Conflicts of Interest

To the knowledge of the Corporation, there are no existing or potential material conflicts of interest between the Corporation, or subsidiary of the Corporation, and any director, officer or control person of the Corporation.

Legal Proceedings

Currently the Canadian Revenue Authorities (“CRA”) is asserting that the Company owes additional taxes for the domicile move from Canada to the Bahamas. The Company disputes this allegation and is currently contesting the matter with the CRA. No resolution has been reached as of today’s date.

An application for Injunctive Relief and a Derivative Action was filed against the Company on or about October 3, 2023 in the Supreme Court of The Bahamas (Claim No. 2023/COM/com/0057). This action was terminated on March 21, 2024 in a Court Ordered “Notice of Withdrawal and Discontinuance.” As a result of the Claimants’ withdrawal, the Court also issued an “Order” ordering the Claimants to pay the Company the costs for the entire Action, and damages caused to the Company. Determination of costs and damages is pending.

On November 1, 2023, Nymox filed an action in the Superior Court of California, County of Orange (Case No. 30-2023-01358191-CU-BC-WJC) against Defendants Randall Lanham, M. Richard Cutler, Chris Riley, and Committee to Restore Nymox Share Value, seeking damages and injunctive relief arising from Defendants’ breaches of fiduciary duties, trade secret misappropriation, breach of contract, conversion, and violation of California Penal Code Section 496. The Court granted Nymox’s requests for a temporary restraining order and issued a preliminary injunction ordering Defendants to return all company documents and to cease other injurious behavior. Defendants have answered the Complaint. Defendant Cutler attempted to file a counterclaim for $28,559.00 in unpaid legal fees. However, the court rejected the counterclaim on procedural grounds. Although other Defendants, at various times, have threatened to file counterclaims, none have done so. Thus, at this time, there are no pending claims in this case against Nymox. Discovery is ongoing. The matter is set for trial in October 2025.

Nymox also filed an action in the Superior Court of California, County of Orange against Ascella Health LLC on November 8, 2023, but dismissed that action and re-filed in Delaware on February 12, 2024. The complaint was filed in the United States District Court for the District of Delaware (Case 1:24-cv-00189-UNA) alleging Misappropriation of Trade Secrets (State and Federal); breach of contract; aiding and abetting breach of fiduciary duty; and civil conspiracy. Ascella filed a Motion to Dismiss Under Rule 12(b)(6) on March 7, 2024, and the Company filed its opposition to Ascella’s Motion to Dismiss on March 28, 2024. The matter is pending before the Court.

ITEM 8. FINANCIAL INFORMATION

NYMOX PHARMACEUTICAL CORPORATION

Consolidated Financial Statements

As of December 31, 2023, 2022, and 2021 and for the years ended December 31, 2023, 2022, and 2021

Financial Statements	Page
Report of Independent Registered Public Accounting Firm (PCAOB #2738)		F-1
Report of Independent Registered Accounting Firm (PCAOB ID: 6706)		F-1
Consolidated Statements of Comprehensive Income		F-2
Consolidated Statements of Financial Position		F-3
Consolidated Statements of Cash Flows		F-4
Consolidated Statements of Changes in Equity		F-5
Index to notes forming part of the consolidated financial statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the Board of Directors and Shareholders of

Nymox Pharmaceutical Corporation

Opinion on the Financial Statements

We have audited the consolidated financial statements of Nymox Pharmaceutical Corporation (the Company), which comprise the consolidated statement of financial position as of December 31, 2023, and the consolidated statement of operations and comprehensive loss, consolidated statement of shareholders’ deficit and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Nymox Pharmaceutical Corporation at December 31, 2023, and the results of its operations and its cash flows for the year then ended December 31, 2023 in accordance with International Financial Reporting Standards (IFRS).

Going Concern

We draw attention to Note 2 in the consolidated financial statements, which indicates that the Company has yet to generate a positive net income, has sustained losses since inception and may require additional capital in the future. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on Nymox Pharmaceutical Corporation’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

As discussed in Note 2 to the financial statements, the Company had a going concern due to a working capital deficiency, recurring losses from operations, and stockholders’ deficit. Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses manage estimates on future revenues and expenses, which are not able to be substantiated. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure of going concern.

/s/ M&K CPAS, PLLC

The Woodlands, Texas

August 29, 2024

F-1

To the Board of Directors and

Stockholders of Nymox Pharmaceutical Corporation

Opinions on the Financial Statements

We have audited the accompanying consolidated financial positions of Nymox Pharmaceutical Corporation (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and 2021, and the consolidated results of its operations and its cash flows for each of the years in the three years period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as going concern. As discussed in critical audit matters below and in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has shareholders’ deficit and negative working capital that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern Assessment

As described in Note 2 to the financial statements and in the going concern paragraph above, the Company prepared its financial statements on a going concern basis, and management has concluded that the Company has not generated significant income to date. For the year ended December 31, 2022, the Company incurred net losses of USD 6.6 million and used the net cash in operating activities of USD 5.2 million. As of December 31, 2022, the accumulated deficit amounted to USD 199 million.

The principal consideration for our determination that performing procedures relating to the Company’s going concern assessment is a critical audit matter is there was significant judgment by management for the going concern assessment, which is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, testing management’s process for projecting cash flow requirements for the twelve months after the year end, testing the completeness and accuracy of underlying data and assumptions used in the projected cash flow analysis and their disclosure in the financial statements regarding their going concern.

/S/ TPS Thayer, LLC

TPS Thayer, LLC- PCAOB ID 6706

We have served as the Company’s auditor since 2020.

Sugar Land, Texas

May 1, 2023

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NYMOX PHARMACEUTICAL CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

For the Years Ended December 31, 2023, 2022 and 2021

(In Thousands of US dollars Other Than per Share Amounts and Thousands of Shares)

	Notes		2023			2022			2021
Revenues
Sales of goods		4	$			$	-		$	-
Total revenue							-			-

Cost of goods sold and operating Expenses
Cost of goods sold							-			-
Research and development		23		3,994			3,773			6,658
General and administrative				4,356			2,879			5,846
Total operating expenses				8,350			6,652			12,504

Loss from operations				(8,350	)		(6,652	)		(12,504	)
Other income (expense)
Loss on conversion of debt				(440	)
Other income				-		113				-
Finance income				7			6			6
Finance costs				(58	)		(28	)		(20	)
Operating lease interest expense				(3	)		(15	)		(19	)
Loss before income taxes				(8,844	)		(6,576	)		(12,537	)
Income tax provision (recovery)		16		-			-			-
Net loss			$	(8,844	)	$	(6,576	)	$	(12,537	)
Attributable to:
Net loss attributable to Nymox shareholders				(8,844	)		(6,576	)		(12,537	)
Basic and diluted loss per share			$	(0.10	)	$	(0.07	)	$	(0.15	)
Weighted average number of common shares outstanding		17		91,687,400			89,383			81,976

The accompanying notes are on integral part of these consolidated financial statements.

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NYMOX PHARMACEUTICAL CORPORATION

Consolidated Statements of Financial Position

For the Years Ended December 31, 2023 and 2022

(In Thousands of US Dollars and Thousands of Shares)

	Notes		2023			2022
ASSETS
Current assets
Cash			$	70		$	1,403
Other receivables				11			10
Security deposit				28			28
Prepaid assets				16			16
Bond Deposits		7		500			-
Total current assets				625			1,457
Non-current assets
Property and equipment		6		2			10
Operating lease right-of-use asset, net		11		-			158
Total assets			$	627		$	1,625

LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities		10	$	3,050		$	1,934
Advances, related Party		9		750			-
Operating lease liability due within one year		-		-			173
Total current liabilities				3,800			2,107
Total liabilities				3,800			2,107
Equity
Share capital – unlimited authorized shares at no par value 93,540 and 90,515 shares outstanding at December 31, 2023 and 2022 , respectively		12		173,816			171,671
Share capital subscription receivable		10		-			-
Share capital payable				3,209			-
Additional paid-in capital		12-15		27,784			26,985
Accumulated deficit				(207,982	)		(199,138	)
Total Stockholders’ equity (deficit)				(3,173	)		(482	)
Total liabilities and stockholders’ equity			$	627		$	1,625

The accompanying notes are on integral part of these consolidated financial statements

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NYMOX PHARMACEUTICAL CORPORATION

Consolidated Statements of Cash Flow

For the Years Ended December 31, 2023, 2022 and 2021

(In Thousands of US Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES	2023			2022			2021

Net loss	$	(8,844	)	$	(6,576	)	$	(12,537	)
Adjustments for:
Loss on debt conversion		440			-			-
Depreciation		11			12			12
Stock-based compensation		3,357			593			2,603
Inventory write off		-			34
Amortization and others		158			237			242
Changes in non-cash operating balances:
Other receivables		(1	)		3			7
Prepaid expense					116			68
Bond Deposits		(500	)
Employee deposit of overpayment		-						(50	)
Accounts payable and accrued liabilities		1,322			376			(165	)
Net cash used in operating activities		(4,057	)		(5,205	)		(9,820	)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment		(3	)		-			(6	)
Net cash flows used in investing activities		(3	)					(6	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from the issuance of share capital and warrants		1,150			6,007			7,283
Borrowings on debt		1,750
Repayment of operating lease and financing obligation		(173	)		(229	)		(238	)
Net cash provided from financing activities		2,727			5,778			7,045
Net (decrease) increase in cash		(1,333	)		573			(2,781	)
CASH
Beginning of year		1,403			830			3,611
End of year	$	70		$	1,403		$	830
SUPPLEMENTAL DISCLOSURE
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of note payable, related party, to equity	$	(1,000	)	$			$
Forgiveness of accrued and deferred salary¹	$	206		$			$

The accompanying notes are an integral part of these consolidated financial statements

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NYMOX PHARMACEUTICAL CORPORATION

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023, 2022 and 2021

(In Thousands of US Dollars and Shares)

			Common Shares							Additional			Share
	Notes		No. of Share		Amount		Subscription receivable			Paid-In Capital			Capital Payable		Accumulated Deficit			Total

December 31, 2020				77,961	$	151,722	$	(589	)	$	31,037		$	-	$	(180,025	)	$	2,145
Shares issuance for cash and subscriptions				3,670		7,670		-			(717	)		-		-			6,953
Warrant issued						-		-			330			-		-			330
Stock-based compensation and service fee		14		3,915		5,669		-			(3,066	)		-		-			2,603
Net loss				-		-		-			-					(12,537	)		(12,537	)
Balance, December 31, 2021				85,546	$	165,061	$	(589	)	$	27,584		$	-		(192,562	)	$	(506	)
Shares issuance for cash and subscriptions				3,984		4,245		589			(568	)		-		-			4,266
Warrant issued											1,741					-			1,741
Stock-based compensation and service fee		14		985		2,365		-			(1,772	)		-		-			593
Net loss				-		-		-			-					(6,576	)		(6,576	)
Balance, December 31, 2022				90,515	$	171,671	$	-		$	26,985		$	-		(199,138	)	$	(482	)
Cancellation of accrued salary								-			206								206
Shares issuance for cash and subscriptions				1,175		1,150		-			-								1,150
Note Payable Converted into Shares				1,000		960		-			40								1,000
Warrant issued						-		-			440			-					440
Stock-based compensation and service fee		14		850		35		-			113			3,209					3,357
Net loss				-		-		-			-					(8,844	)		(8,844	)
Balance, December 31, 2023				93,540	$	173,816	$	-		$	27,784		$	3,209	$	(207,982	)	$	(3,173	)

The accompanying notes are on integral part of these consolidated financial statements.

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NYMOX PHARMACEUTICAL CORPORATION

Notes to the Financial Statements

December 31, 2023, 2022 and 2021

NOTE 1 – BUSINESS ACTIVITIES AND BASIS OF PRESENTATION

Nymox Pharmaceutical Corporation is a company which re-domiciled from Canada to the Commonwealth of The Bahamas in 2015 and is incorporated under the International Business Companies Act of the Commonwealth of The Bahamas. Nymox Pharmaceutical Corporation including its whole owned subsidiary, Nymox Corporation, a Delaware Corporation, (referred to as the “Corporation”), is a biopharmaceutical corporation, which specializes in the research and development of products for the aging population. The head office of the Corporation is located at Bay & Deveaux Sts., 2^nd Floor, Nassau, The Bahamas. Since 2002, the Corporation has been developing its novel proprietary drug candidate, NX-1207, for the treatment of benign prostatic hyperplasia (BPH) and, since 2012, for the treatment of low-grade localized prostate cancer. The Corporation also has an extensive patent portfolio covering its marketed products, its investigational drug as well as other therapeutic and diagnostic indications.

Statement of Compliance

The consolidated financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and its interpretations as issued by the International Accounting Standards Board (“IASB”).

The consolidated financial statements were authorized for issue by the Audit Committee of the Corporation’s Board of Directors on April 19, 2024.

Basis of measurement

The consolidated financial statements have been prepared on a going concern and on the historical cost basis.

Functional and presentation currency

These consolidated financial statements are presented in United States dollars, which is the Corporation and its subsidiaries’ functional currency.

Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.

Information about critical judgments in applying accounting policies and assumption and estimation uncertainties that have the most significant effect on the amounts recognized in the consolidated financial statements is noted below:

Judgments in applying accounting policies

The use of the going concern basis (Note 2)

Contingent liability

Assessing the recognition of contingent liabilities requires judgment in evaluating whether it is probable that economic benefits will be required to settle matters subject to litigation.

Stock options and warrants

There is estimation uncertainty with respect to selecting inputs to the Binomial pricing model used to determine the fair value of the stock options and warrants (Note 11).

Other areas of judgment and uncertainty relate to deferred tax assets. Reported amounts and note disclosure reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ from those estimates.

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

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NOTE 2 – GOING CONCERN CONSIDERATIONS

The Corporation is subject to a number of risks, including the successful development and marketing of its technologies and the ability to raise financing to pursue the development of its operations. The Corporation depends on private placements and other types of financing as well as collaboration agreements, to fund its operations, achieve its business plan and the realization of its assets and liabilities in the normal course of operations.

The failure of the two Phase 3 studies of NX-1207 for BPH to meet their primary endpoints has materially affected the Corporation’s current ability to fund its operations, meet its cash flow requirements, realize its assets, and discharge its obligations.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations, has shareholders’ deficit and negative working capital that raise substantial doubt about its ability to continue as a going concern.

Management believes that current cash balances as of December 31, 2023 will not be sufficient to finance all of its planned business operations and research and development programs over the next year. However, the Corporation’s primary sources of financing since 2003 has been the Common Stock Private Purchase Agreement If necessary, the Corporation intends to seek additional equity or finance through the existing private placements and/or other sources of capital in order to fund these operations and activities over the next year.

Considering recent developments and the need for additional financing, there exists a material uncertainty that casts doubt about the Corporation’s ability to continue as a going concern. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption is not appropriate, then adjustments may be necessary to the carrying value and classification of assets and liabilities and reported results of operations and such adjustments could be material.

NOTE 3 – SIGNIFICANT ESTIMATES

Significant estimates applied in the preparation of these financial statements include the estimated useful lives of property and equipment, share volatility and estimated life of options and warrants in determining their fair value as well as the expected potential for the realization of deferred tax assets in determining the amount of the valuation allowance thereto.

NOTE 4 – SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

Consolidation

The consolidated financial statements of the Corporation include the accounts of its subsidiaries. Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);

exposure, or rights, to variable returns from its involvement with the investee; and

The ability to use its power over the investee to affect its returns.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition is recorded as goodwill. If the cost of acquisition is less than fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statement of profit or loss.

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The assets, liabilities, income and expenses of subsidiary companies are consolidated on a line by line basis and the carrying value of investments held by the Holding Company is eliminated against the subsidiaries’ shareholders’ equity in the consolidated financial statements.

All intra-group transactions, balances, income, expenses and unrealized gains and losses on transactions between Group companies are eliminated in full.

Subsidiaries have same reporting period as that of the Holding Company. The accounting policies of subsidiaries have been same with the holding parent company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intercompany balances and transactions have been eliminated on consolidation.

Financial instruments

The Corporation has classified its cash, trade accounts receivable and other receivables as “loans and receivables”, and its trade accounts payable, accrued liabilities, “other financial liabilities”.

The Corporation must classify the fair value measurements of financial instruments according to a three-level hierarchy, based on the type of inputs used in making these measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Financial assets

The Corporation derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Financial assets and liabilities are offset, and the net amount presented in the consolidated statements of financial position when, and only when, the Corporation has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial liabilities

The Corporation initially recognizes other financial liabilities on the trade date at which the Corporation becomes a party to the contractual provisions of the instrument. Other financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

The Corporation derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired. Interest, losses and gains relating to a financial liability are recognized in the statement of operations and comprehensive loss.

Share capital

Common shares are classified as equity. Incremental costs attributable to the issuance of common shares are recognized as an increase to deficit.

Inventory

Inventory consists primarily of finished goods held for sale and materials and are carried at the lower of first-in, first-out cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses.

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Property and equipment

Property and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property and equipment have significantly different useful lives, they are accounted for as separate items (major components) of property and equipment. Gains and losses on disposal of an item of property and equipment are recognized as the difference in the proceeds from disposal and the carrying amount of property and equipment.

The cost of replacing a part of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Corporation, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in the statement of operations and comprehensive loss.

Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value. Depreciation is recognized on a straight-line basis over the estimated useful lives of each component of an item of property and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives for the current and comparative periods are represented by the following estimated useful lives:

Asset Classification		Useful life

Laboratory equipment		5 years
Computer equipment		3 years
Office equipment and fixtures		5 years

Depreciation methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Research and development expenditures

Expenditures on research activities, net of research tax credits, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, as well as demonstrating product efficacy and regulatory compliance prior to launch, are expensed in the statement of comprehensive earnings (loss) as incurred. Development activities, net of research tax credits, involve a plan or design to produce new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically, and commercially feasible, future economic benefits are probable, and the Corporation intends to and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are recognized in research and development expenses as incurred.

Amortization

Amortization is calculated on the cost of the asset, less its residual value. Amortization methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Impairment

Indefinite lived intangibles are subject an assessment for impairment at each reporting date.

Financial assets impairment

Financial assets are assessed at each reporting date to determine whether there is objective evidence that they are impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Corporation on terms that the Corporation would not consider otherwise, and indications that a debtor or issuer will enter bankruptcy. In assessing impairment, the Corporation uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

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An impairment loss in respect of a financial asset measured at amortized cost is calculated and recognized for the amount by which the asset’s carrying amount exceeds the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed.

Non-financial assets impairment

The carrying amounts of the Corporation’s non-financial assets, including property and equipment, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit, CGU or segment”).

The Corporation’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Revenue recognition

Revenue from product sales is recognized when the product has been delivered and obligations as defined in the agreement are performed. Collaboration agreements that include multiple deliverables are considered to be multiple-element arrangements. Under this type of arrangement, the identification of separate units of accounting is required and revenue is allocated among the separate units based on their relative fair values.

Payments received under a collaboration agreement may include upfront payments, milestone payments, sale of goods, royalties and license fees. Revenue for each unit of accounting is recorded as described below:

Upfront payments

Upfront payments are deferred and recognized as revenue on a systematic basis over the estimated service period. Changes in estimates are recognized prospectively when changes to the expected term are determined.

Milestone payments

Revenue subject to the achievement of milestones is recognized only when the specified events have occurred, and collectability is reasonably assured.

Specifically, the criteria for recognizing milestone payments are that (i) the milestone is substantive in nature, (ii) the achievement was not reasonably assured at the inception of the agreement, and (iii) the Corporation has no further involvement or obligation to perform associated with the achievement of the milestone, as defined in the related collaboration arrangement.

The company does not have any upfront payments, milestone payments or license revenue for the years ended December 31, 2023, 2022 and 2021.

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IFRS 15, Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, which establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. It provides a single model in order to depict the transfer of promised goods or services to customers.

IFRS 15 supersedes the following standards: IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC 13, Customer Loyalty Programs, IFRIC 15, Agreements for the Construction of Real Estate, IFRIC 18, Transfers of Assets from Customers, and SIC-31, Revenue – Barter Transactions Involving Advertising Service.

The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

IFRS 15 also includes a cohesive set of disclosure requirements that would result in an entity providing comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The Corporation has adopted this standard in these financial statements yet determined that there is no impact on reported results of operations from its implementation.

Sale of goods

Revenue from the sale of goods is recognized when the Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.

Foreign currency

Monetary assets and liabilities of the Corporation’s Canadian and US subsidiaries denominated in currencies other than the US dollar are translated at the rates of exchange at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Income and expenses denominated in foreign currencies are translated at the average rate prevailing during the year.

Foreign exchange loss and gain are reported on a net basis, within finance costs or finance income.

Stock-based compensation

The grant date fair value of stock-based compensation awards granted to employees, consultants and directors is recognized as an expense, with a corresponding increase in equity, over the period that the employees, consultants or directors unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service at the vesting date.

The fair value of the stock options is measured using the binomial pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), weighted average expected life of the instruments (based on historical experience and general option holder behavior), expected dividends, and the risk-free interest rate (based on government bonds). Service conditions attached to the transactions are not taken into account in determining fair value.

Share based payment arrangements in which the Corporation receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.

Employee benefits

Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided.

In addition to their salaries, employees of the Corporation are covered by a benefit package which includes a health plan, dental plan, disability insurance, life insurance and worker compensation insurance coverage. Participation in this plan is paid by the Corporation in full. Any employee that elects to extend the coverage to members of their family must pay the additional premium.

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Operating leases

Effective for annual reporting periods beginning on or after January 1, 2019, IFRS 16 introduced a new approach to lessee accounting that requires a lessee to recognize assets and liabilities for the rights and obligations created by leases. IFRS 16 requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months. The IASB concluded that such an approach will result in a more faithful representation of a lessee’s assets and liabilities and, together with enhanced disclosures, greater transparency of a lessee’s financial leverage and capital employed. We adopted this standard on January 1, 2019, with an immaterial cumulative adjustment of $11,667 to accumulated deficit rather than retrospectively adjusting prior periods.

Income taxes

Income tax expense comprises current and deferred taxes. Current tax and deferred tax are recognized in the statement of operations and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss.

Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Earnings per share

Basic earnings per share are determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed in a manner consistent with basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding options were exercised, and that the proceeds from such exercises as well as the assumed proceeds from future services were used to acquire shares of common stock at the average market price during the reporting period.

Provisions

A provision is recognized if, because of a past event, the Corporation has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

Onerous contracts

A provision for onerous contracts is recognized when the expected benefits to be derived by the Corporation from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Corporation recognizes any impairment loss on the assets associated with that contract.

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NOTE 5 – NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The following standards, amendments and improvements to the approved accounting standards would be effective from the dates mentioned below against the respective standard or interpretation:

Standard or Interpretation		IASB Effective Date (Annual periods beginning on or after)
IFRS 03	Reference to Conceptual Framework (Amendments)	01 January 2022
IFRS 09	Financial Instruments – Fees in the ‘10 percent’ test for derecognition of financial liabilities	01 January 2022
IFRS 10/IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendment)	Not Yet Finalized
IAS 01	Classification of Liabilities as Current or Non-current liabilities (Amendments)	01 January 2022*
IAS 16	Proceeds before Intended Use (Amendments)	01 January 2022
IAS 37	Onerous Contracts – Costs of Fulfilling a Contract (Amendments)	01 January 2022

*The IASB has issued an exposure draft proposing to defer the effective date of the Amendments to IAS-1 to 01 January 2023.

The above standards and amendments are not expected to have any material impact on the Company’s unconsolidated financial statements in the period of initial application.

NOTE 6 – PROPERTY AND EQUIPMENT

The carrying value of property and equipment included the following changes for the years ended December 31, 2023, 2022 and 2021:

In Thousands of US Dollars
	Laboratory Equipment		Computer Equipment		Office Equipment		Total
Cost
Balance at January 1, 2021	$	418	$	56	$	113	$	587
Additions		-		3		3		6
Disposals		-		-		-		-
Balance at December 31, 2021		418	$	59	$	116	$	593
Additions		-		-		-		-
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	59	$	116	$	593
Additions		-		3		-		3
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	62	$	116	$	596

Accumulated depreciation
Balance at January1, 2021		418		41		100	$	559
Depreciation for the year		-		7		5		12
Disposals		-		-		-		-
Balance at December 31, 2021	$	418	$	48	$	105	$	571
Depreciation for the year		-		5		7		12
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	53	$	112	$	583
Depreciation for the year		-		7		4		11
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	60	$	116	$	594
Carrying amounts
At December 31, 2021	$	-	$	11	$	11	$	22
At December 31, 2022	$	-	$	6	$	4	$	10
At December 31, 2023	$	-	$	2	$	-	$	2

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The depreciation expense of property and equipment amounts to $10,744, $11,784 and $12,357 for the years ended December 31, 2023, 2022 and 2021, respectively.

NOTE 7 – BOND DEPOSITS

Bond deposits of $500,000 as a current asset represent deposits to Lexington National Insurance Company for an indemnity bond, and will be paid back to the company upon a condition Nymox anticipates being satisfied by the end of FY 2024.

NOTE 8 – INTANGIBLE ASSETS

Intangible assets include patents and acquired intellectual property rights. The patent and intellectual property rights, having a cost of $2,222,661 and an accumulated amortization of $2,222,661 on December 31, 2023, 2022, and 2021, are still the property of the Corporation. The patent and intellectual rights were fully amortized by year 2009.

NOTE 9 – ADVANCES RELATED PARTY

Notes payable from related parties consisted of advances made for operating expenses from one Board member. An initial note from April 17, 2023 for $1,000,000 that was remitted to the Company in cash was subsequently converted into stock August 28, 2023. In the same Agreement of August 28, 2023, an additional 1,000,000 was invested at $1.00 per share.

A total of 2,000,000 shares were issued pursuant to the August 28, 2023 agreement, and the initial $1,000,000 note was converted to stock and the note cancelled.

A subsequent new note was made for operating expenses and was signed October 24, 2023. This new note was for $1,000,000 with maturity October 24, 2023.

An initial remittance of $500,000 was received October 11, 2023; a second remittance was received of $250,000 on October 31,2023. As of December 31, 2023 a total of $750,000 was received under the second note and the accrued interest was 15,479.

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of December 31, 2023 and 2022 consisted of the following:

(In Thousands of US Dollars)
Description	2023		2022
Accounts payable	$	3,023	$	1,697
Accrued liabilities:
Payroll related liabilities		22		232
Other accrued liabilities		5		5
Total accounts payable and accrued liabilities	$	3,050	$	1,934

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NOTE 11 – OPERATING LEASES AND COMMITMENTS

We adopted this standard on January 1, 2019, with an immaterial cumulative adjustment of $11,667 to accumulated deficit rather than retrospectively adjusting prior periods. This adoption approach resulted in a balance sheet presentation that is not comparable to the prior period.

The following table provides the changes in the Corporation’s operating lease right-of-use assets for the year ended December 31, 2023, 2022 and 2021 respectively:

Operation lease right of Use Asset	In Thousands of US Dollars
	2023			2022			2021
Balances January 1	$	158			384			422
Adjustments office lease		-			(4	)		184
Accumulated amortization		(158	)		(222	)		(222	)
Balances December 31	$	-		$	158		$	384

The following table provides the changes in the Corporation’s operating lease liability for the year ended December 31, 2023, 2022 and 2021 respectively:

	In Thousands of US Dollars
Operating Lease Liabilities	2023			2022			2021
Balances as of January 1	$	173		$	391			426
Adjustment office lease		-			(4	)		184
Repayments of lease liability		(176	)		(229	)		(238	)
Interest expense		3			15			19
Balances as of December 31	$	-		$	173		$	391
Lease liability due within one year	$	-		$	173		$	228
Lease Liability long Term		-		$	-		$	163

The total future commitment payment amounts for 2022 and 2021 were $175,910 and $409,279, respectively, compared to the outstanding lease liability of $172,942 and $391,459 as of December 31, 2022, and 2021, respectively. The difference is due to the borrowing rate discount.

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NOTE 12 – SHARE CAPITAL

Common shares authorized, issued and related contributed capital by controlling shareholders as of December 31, 2023, 2022 and 2021 were as follows

In Thousands of US Dollars and shares
Description	2023		2022		2021
Authorized:
An unlimited number of common shares, at no par value
Issued, outstanding:
Number of common shares		93,540		90,515		85,546
Dollars	$	173,816	$	171,671	$	165,061

The holders of common shares are entitled to receive dividends as declared, which is at the discretion of the Corporation and are entitled to one vote per share at the annual general meeting of the Corporation. The Corporation has never paid any dividends.

Common Stock

On August 9, 2023, the company entered into an agreement with an investor in a private placement of US $2.0 million for 2 million shares at a combined purchase price of $1.00 per share with 500,000 warrants. The investor warrants have an excise price of $2.00 per share, are immediately excisable and will expire 6 years from the effective date. The investment comes from James Robinson, a long-term shareholder of Nymox and a distinguished member of the Board of Directors of the Company. The funds will be used for general corporate purposes.

On January 1, 2023, issued 750,000 to Paul Averback as compensation earned and recorded in 2022, but issued in 2023.

On March 13, 2023, issued 100,000 shares to C. Riley for compensation valued at $35,000

On August 9, 2023 issued 1,000,000 shares to J. Robinson for the Notes payable converted, the amount of the Notes payable being $1,000,000, and another 1,000,000 for stock subscription price of $1 per share

On November 21, 2023, the company announced it has entered into a definitive agreement with an investor in a private placement of 175,000 shares of common stock at a purchase price of $1.00 per share for gross proceeds of approximately $175,000 before deducting fees and other estimated offering expenses.

The private placement was completed on December 5, 2023, and the company raised $150,000 after deducting fees and other offering expense.

NOTE 13 – STOCK OPTIONS

The Corporation has established a stock option plan (the “Plan”) for its key employees, officers and directors, and certain consultants. The Plan is administered by the Board of Directors of the Corporation. The Board may from time to time designate individuals to whom options to purchase common shares of the Corporation may be granted, the number of shares to be optioned to each, and the option price per share. The option price per share cannot involve a discount to the market price at the time the option is granted. The maximum number of shares that may be optioned under the stock option plan is 15,000,000. The maximum number of shares which may be optioned to any one individual is 15% of the total issued and outstanding common shares. Options under the Plan expire up to ten years after the grant date and vest either immediately or over periods up to six years and are equity-settled. As of December 31, 2023, 8,650,000 options could still be granted by the Corporation.

The following table provides the activity of stock option awards for the years ended December 31, 2023, 2022 and 2021 and for options outstanding and exercisable as of December 31, 2023, the weighted average exercise price, and the weighted average remaining contractual life.

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	Options outstanding
	Number			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding January 1, 2021		6,500,000		$	1.81		4.87
Expired		(200,000	)		1.81		-
Granted		128,000			1.77		9.48
Outstanding December 31, 2021		6,428,000		$	1.81		3.86

Expired		(20,000	)		3.43		-
Cancelled		(468,000	)		2.03		-
Granted		140,000			0.49		9.94
Outstanding December 31, 2022		6,080,000		$	1.76		2.92
Expired		-			-		-
Cancelled		(580,000	)		1.33		-
Granted		850,000			0.79		9.93
Outstanding December 31, 2023		6,350,000		$	1.67		2.65
Options exercisable		5,600,000		$	1.78		1.69

The fair value of the options granted during the years ended December 31, 2023, 2022 and 2021, was determined using the Binomial Option pricing model using the following weighted average assumptions:

Description	2023			2022			2021
Share price	$	1.30~0.40		$	1.30~0.40			$	1.75~1.83
Exercise price	$	0.30		$	0.38~3.43			$	1.75~1.83
Risk-free interest rate		2.93~3.57	%		2.93~3.57	%			1.60%~1.64	%
Expected volatility		116.39~119.84	%		116.39~119.84	%			107.05%~107.47	%
Expected option life in years		10.0	Yrs		10.0	Yrs			10.	Yrs
Expected dividend yield		-			-				-

The weighted average grant-date fair value of options granted during the year ended December 31, 2023, and 2022 was $ 0.37 and $0.37 per option respectively. Expected volatility was estimated considering historic average share price volatility. Expected dividends were determined to be nil, since the Corporation has never had paid any dividends.

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NOTE 14 - SHARE BASED COMPENSATION

On July 17, 2015, the Corporation approved the long-term employment agreement of Dr. Paul Averback as President and Chief Executive Officer. The employment agreement retains the services of Dr. Averback for an initial period of seven years. Dr Averback has agreed to forgo his salary until the Company receives a significant increase in its financing to expand its operations and execute its business plans. Dr. Averback received 3,000,000 restricted shares in July, 2015 and shall receive 250,000 restricted stock each month for the duration of the contract, totaling up to 21,000,000 restricted shares, in lieu of cash salary. The Corporation determined that a grant date for all the restricted shares occurred on July 17, 2015 and established the fair value of each share at $1.36. The Corporation is recording the expense on a pro-rata basis and recorded an expense of $86,749 in 2022. After the corporation raised gross proceeds of approximately $6,400,000 before deducting fees and other offering expenses in March, 2022. Dr. Averback received a total of $660,000 compensation by December 31, 2022, as reward for his service. Although the employment agreement expired, the Company continued to retain Dr. Averback for his services, and have operated under an implied contract month-to-month, and a new agreement will be established. Dr.Averback received total $157,000 compensation by December 31, 2023 as a bonus, and 3 Million restricted shares are owed to Dr. Averback in compensation for 2023 pursuant to the implied contract, at a value of $1,754,513, and Dr. Averback is owed 1.5 Million restricted shares as back pay, at a value of $1,455,000. The value of these shares totals $3,209,513, in which $2,053,869 was attributable to G&A, and $1,155,644 was attributable to R&D.

The stock and stock option-based compensation expense to the directors and employees are disaggregated in the statements of operations and comprehensive loss for the years ended December 31, 2023, 2022 and 2021, as follows:

In Thousands of US Dollars
Functional Expense Category	2023		2022		2021
General and administrative expense	$	2,126	$	417	$	2,124
Research and development expense		1,231		175		479
Total	$	3,357	$	592	$	2,603

NOTE 15 - WARRANTS

In the first quarter of 2022, the Corporation issued 3,878,789 investor warrants in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $2.00 with a five year term. In addition, the Company issued Placement Agent (or its assigns) warrants to purchase up to 193,939 shares of common stock at an exercise price of $2.06 per share, The Placement Agent Warrants are immediately exercisable and will expire on the five-year anniversary of the Effective Date. The warrants were recorded as part of additional paid in capital at a total of $1,741,475.

In the third quarter of 2023, the Corporation issued 500,000 investor warrants in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $2.00 with a five-year term. In the fourth quarter of 2023, the Corporation issued 75,000 investor warrants in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $1.50 with a five-year term.

A detail of warrant activity for the years ended December 31, 2023, 2022 and 2021 is as follows:

Description	Number		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding 1-Jan-21		2,500,000	$	8.00		3.04
Exercised		-		-		-
Granted		2,018,348		2.50		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-21		4,518,348	$	5.54		3.07
Exercised		-		-		-
Granted		4,072,728		2.00		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-22		8,591,076	$	3.86		3.67
Exercised		-		-		-
Granted		575,000		2.00		5.05
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-23		9,166,076	$	3.74		2.82

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NOTE 16 - INCOME TAXES

The Corporation was re-domiciled to the Bahamas in 2015. The substantial portion of our operations are generated out of our executive offices in the Bahamas which has no corporate income taxes. We do not have operations subject to income tax in the United States of America.

The effect of the re-domiciliation from Canada to the Bahamas resulted in the expiration of several tax attributes relative to our prior operations in Canada including Canadian research tax credit carry forwards and Canadian loss carry forwards. Canadian research tax credit carry-forwards and Canadian loss carry-forwards expired upon determination of the re-domiciliation by the Canadian federal government amount to $1,686,270 and $55,850,632, respectively.

Nymox recognized no provision (recovery) for federal income taxes for the years ended December 31, 2023, 2022 and 2021.

The following table is a reconciliation of effective tax rate:

In Thousands of US Dollars
Description	2023			2022			2021
Net loss for the year, before income taxes	$	(8,844	)	$	(6,576	)	$	(12,537	)
Net loss attributable to the Bahamas		(7,379	)		(5,914	)		(11,781	)
Net loss attributable the United States		(566	)		(662	)		(756	)
Domestic tax rate applicable to the Corporation		21	%		21	%		21	%
Income taxes at domestic tax statutory rate		(119	)		(139	)		(159	)
Change in valuation allowance		119			139			159
Deferred tax provision (recovery)	$	-		$	-		$	-

As of December 31, 2023, 2022 and 2021, deferred tax assets not recognized were as follows:

In Thousands of US Dollars
Description	2023		2022		2021
Tax loss carry forward	$	1,984	$	1,433	$	1,404
Patents capitalized and amortized for tax purposes		-		-		-
Unrecognized deferred tax assets	$	1,984	$	1,433	$	1.404

Deferred tax assets have not been recognized in respect to these items because it is not probable that future taxable profit will be available against which the Corporation can utilize the benefits therefrom. The generation of future taxable profit is dependent on the successful commercialization of the Corporation’s products and technologies.

The amount of net operating loss carry-forwards for US Federal income tax purposes is USD$7,946,531, and can be used against future profits indefinitely to a maximum of 80% of annual taxable income, if the corporation is successful in commercializing out products.

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NOTE 17 - EARNINGS PER SHARE

Weighted average number of common shares outstanding:

In Thousands of Shares
Description	2023		2022		2021
Issued common shares at January 1		90,515		85,546		77,961
Effect of shares issued		1,172		3,837		4,015
Weighted average number of common shares outstanding at December 31		91,687		89,383		81,976

Diluted loss per share was the same amount as basic loss per share, as the effect of options and warrants would have been anti-dilutive because the Corporation incurred losses in each of the years presented. All outstanding options could potentially be dilutive in the future. For the year ending Dec. 31, 2023, the net loss was $8,844 resulting in a loss $0.10 per share, and the total number of shares that would have been issued upon exercise of options and warrants, and that were in the money, was 20,000.

NOTE 18 - FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES

The Corporation has determined that the carrying value of its short-term financial assets and liabilities approximates their fair value due to the immediate or short-term maturity of these financial instruments.

NOTE 19 – FINANCE INCOME AND FINANCE COSTS

Finance income and finance costs for the years ended December 31, 2023, 2022 and 2021, are detailed below:

In Thousands of US Dollars
Description	2023			2022			2021
Interest income	$	6		$	1		$	8
Net foreign exchange gain(loss)		1			5			(2	)
Finance income		7			6			6
Financial costs (Interest and bank charges)		(58	)		(28	)		(20	)
Operating lease interest expense		(3	)		(15	)		(19	)
Total finance income and costs	$	(54	)	$	(37	)	$	(33	)

NOTE 20 - SEGMENT DISCLOSURES

The Corporation operates in one reportable segment, which is the Corporation’s strategic business unit -the research and development of products for the aging population.

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Information regarding the geographic reportable segment is as follows:

In Thousands of US Dollars
Description	Canada		United States		Europe
Revenues
2023	$	-	$	-	$	-
2022	$	-	$	-	$	-
2021	$	-	$	-	$	-
Property and equipment
December 31, 2023	$	2	$	-	$	-
December 31, 2022	$	5	$	5	$	-
December 31, 2021	$	10	$	12	$	-

Revenues are attributed to geographic locations based on location of customers. Property and equipment is attributed to geographic locations based on its physical location.

NOTE 21 - CONCENTRATIONS

Major customers

Customers that accounted for greater than 10% of revenues from sales of goods in any of the last three years were as follows:

In Thousands of US Dollars

Description

2023

2022

2021

Customer A

Customer B

Customer C

NOTE 22- RELATED PARTY TRANSACTIONS

Our transactions with related parties involve compensation arrangements for our officers and directors, including current compensation, share-based compensation, and compensation under optionsWe also paid service fees to two corporations controlled by two of our officers

1.	Shares sold to Related Parties (See Notes 9 and 12 above)	$	1,000,000
2.	Notes payable to related party converted to shares (See Notes 9 and 12 above)		1,000,000
3.	Compensation to officers (Value of 3 million shares owed to Paul Averback in 2023 was $1,754,513, and the value of 1.5 million shares owed to Paul Averback for back pay was $1,455,000, in which $2,053,869 was attributable to G&A, and $1,155,644 was attributable to R&D. The value of 100,000 shares to a former executive was $72,096, attributable to G&A, totalling $3,282,409)		3,282,409
	Total Transactions for year	$	5,282,409

Executive officers and directors participate in the Corporation’s stock option plan. Executive officers are covered under the Corporation’s health plan.

Key management personnel compensation is comprised of:

In Thousands of US Dollars
Description	2023		2022		2021
Salary and Compensation	$	157	$	660	$	750
Short-term employee benefits		2		14		14
Stock-based compensation		3,357		412		2,227
Total	$	3,516	$	1,086	$	2,991

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Total honorariums earned by the independent directors of the Corporation for participation in Board and Committee meetings were nil for the years ended December 31, 2023, 2022 and 2021, respectively.

The former Chief Financial Officer received salary compensation as an individual in the amount of $62,500 for the year ended December 31, 2023. We also made payments based on contract for services rendered to a corporation controlled by him. Amounts paid under this arrangement were $46,066 for the year ended December 31, 2023.

The former Corporate Legal Counsel received no salary compensation as an individual and received no deferred or incentive compensation. We made payments based on contract for services rendered to a corporation controlled by him. Amounts paid under this arrangement were $141,717, $496,450 and $435,289 for the years ended December 31, 2023, 2022 and 2021, respectively.

On April 17, 2023, we signed a short-term loan agreement with the company’s director, James G, Robinson. The principal amount of the loan is $1,000,000 of which $500,000 was received on April 25, 2023, $250,000 was received on June 5, 2023 and $250,000 was received on July 3, 2023. The Loan was paid off and settled in full on August 28, 2023. This Loan Agreement is re-issued as the “October 2, 2023 Loan Agreement” with the company’s director, James G, Robinson. The company received the first loan payment of $500,000 on October 11, 2023 and the second loan payment of $250,000 on October 31, 2023 per the agreement. The principal of the original loan in the amount of $1,000,000 was converted into 1,000,000 shares of stock.

The above honorariums payment to directors and professional service fee paid to officers’ related party are part of the company’s G&A expense.

NOTE 23 – RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses, excluding stock-based compensation, depreciation and lease amortization expenses, allocated to our major research and development programs are as follows:

In Thousands of US Dollars
	For the Year Ended December 31,
Research and Development Program	2023		2022		2021
Research and Development Program	$	-	$	-	$	-
Alzheimer’s Disease: Therapeutics		-		-		4
Anti-Infectives		-		-		-
BPH (Enlarged Prostate) and Prostate Cancer Therapeutics		2,763		3,370		5,944
Tobacco Exposure Tests: NicAlert™ and TobacAlert™		-		-		1
Total	$	2,763	$	3,370	$	5,949

NOTE 24 - PERSONNEL EXPENSES

A detailed analysis of employee personnel related expenses for the years ended December 31, 2023, 2022 and 2021 is provided below:

In Thousands of US Dollars
Description	2023		2022		2021
Salaries and compensation	$	585	$	1,100	$	1,419
Employer contributions		38		43		49
Short-term employee benefits		7		9		70
Stock-based compensation		3,357		412		2,227
Total	$	3,987	$	1,564	$	3,765

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NOTE 25 - CAPITAL DISCLOSURES AND FINANCIAL RISK

Approximately 97%, 97% and 97% of expenses that occurred during the years ended December 31, 2023, 2022 and 2021, respectively, were denominated in US dollars. Foreign exchange fluctuations had no meaningful impact on the Corporation’s results in 2023, 2022 or 2021.

NOTE 26 - FOREIGN EXCHANGE RISK

We have no significant items exposed to foreign exchange.

Based on the Corporation’s foreign currency exposures, varying the above foreign exchange rates to reflect a 5% strengthening of the US dollar would have decreased the net loss for the year ended December 31, 2023 by approximately $9,957, assuming that all other variables remained constant.

An assumed 5% weakening of the US dollar against the Canadian dollar would have had an equal but opposite effect on the amount shown above, on the basis that all other variables remained constant.

NOTE 27 - CREDIT RISK

Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. Financial instruments that potentially subject the Corporation to concentrations of credit risk consist primarily of cash and trade and other accounts receivable. Cash is maintained with high-credit quality financial institutions. For trade accounts receivable, the Corporation performs periodic credit evaluations and typically does not require collateral. Allowances are maintained for potential credit losses consistent with the credit risk, historical trends, general economic conditions and other information.

The Corporation has a limited number of customers. Included in the consolidated statement of financial position as of December 31, 2023, 2022 and 2021 are trade accounts receivable of $0, for the three years. No bad debt expense was recorded on trade accounts receivable for the years ended December 31, 2023, 2022 or 2021.

At December 31, 2023, the Corporation’s maximum credit exposure corresponded to the carrying amount of cash, and other receivables.

NOTE 28 - 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. Cash bears interest at a variable rate. Trade accounts receivable, other receivables, trade accounts payable and accrued liabilities bear no interest. Based on the value of variable interest-bearing cash during the year ended December 31, 2023, an assumed 0.5% increase or 0.5% decrease in interest rates during such period would have had no significant effect on the net loss.

NOTE 29 - LIQUIDITY RISK

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages liquidity risk through the management of its capital structure, as outlined in Capital Disclosures above. The Corporation does not have an operating credit facility and has historically financed its activities primarily through an equity financing with various investment companies and the issuance of convertible notes.

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The following are the contractual maturities of financial liabilities:

In Thousands of US Dollars
Description	Carrying Amount		Less than 1 year		1 year to 5 years
Accounts payable and accrued liabilities
December 31, 2023	$	3,050	$	3,050	$	-
December 31, 2022	$	2,107	$	2,107	$	-

NOTE 30 – COMMITMENTS AND CONTINGENCIES

The Company is subject to periodic legal or administrative proceedings in the ordinary course of business. The Company does not have any pending legal or administrative proceeding to which the Company is a party that will have a material effect on its business or financial condition.

NOTE 31 - SUBSEQUENT EVENTS

On March 21, 2024, the Supreme Court of the Bahamas issued an Order “Notice of Withdrawal and Discontinuance,” terminating the proceedings brought by a small group of shareholders and former corporate executives and directors. As a result of the Claimants’ withdrawal, the Court also issued an “Order” ordering the Claimants to pay the Company the costs for the entire Action, and damages caused to the Company. Determination of costs and damages is pending.

The remaining $250,000 on the promissory note for $1,000,000 the was signed on October 23, 2023, was received on January 15, 2024.

F-24

Table of Contents

ITEM 9. OFFER AND LISTING DETAILS

Nymox’s common shares traded on the NASDAQ Stock Market until July 7, 2023, and since then on the Over The Counter (OTC) Pink Sheets. Nymox’s common shares traded on the NASDAQ National Market from December 1, 1997 until September 16, 1999 when they began trading on the NASDAQ SmallCap Market, now called the NASDAQ Capital Market. Nymox’s common shares also traded on the Montreal Exchange from December 18, 1995 until November 19, 1999.

The following tables set out the high and low reported trading prices of the common shares on the NASDAQ Stock Market and the OTC Markets during the periods indicated.

Annual High and Low Market Prices – Past Five Years

YEAR	ANNUAL HIGH		ANNUAL LOW
2019	$	2.75	$	1.32
2020	$	4.79	$	1.66
2021	$	3.50	$	0.94
2022	$	2.10	$	0.18
2023	$	1.28	$	0.12

Quarterly High and Low Market Prices – Past Two Years

YEAR	QUARTERLY PERIOD	HIGH SALES PRICE		LOW SALES PRICE
2022	1^stQuarter	$	2.10	$	1.17
	2^ndQuarter	$	1.49	$	0.35
	3^rdQuarter	$	0.66	$	0.18
	4^thQuarter	$	0.74	$	0.27

2023	1^stQuarter	$	0.53	$	0.32
	2^ndQuarter	$	0.50	$	0.17
	3^rdQuarter	$	1.15	$	0.12
	4^thQuarter	$	1.28	$	0.42

Monthly High and Low Market Prices – Most Recent Six Months

DATE	MONTHLY HIGH		MONTHLY LOW
October, 2023	$	1.20	$	0.47
November, 2023	$	1.28	$	0.79
December, 2023	$	0.99	$	0.42
January, 2024	$	0.62	$	0.27
February, 2024	$	0.54	$	0.29
March, 2024	$	0.55	$	0.30
April 11, 2024	$	0.38	$	0.31

ITEM 10. ADDITIONAL INFORMATION

Memorandum and Articles of Association

Bylaws and Articles of Incorporation

The Corporation’s Certificate of Continuation filed pursuant to the International Business Companies Act of the Commonwealth of The Bahamas, which we refer to as our articles of incorporation, are on file with the Acting Registrar General of the Commonwealth of The Bahamas under Corporation Number 175894 (B). Our articles of incorporation do not include a stated purpose and do not place any restrictions on the business that the Corporation may carry on.

Directors

A director of our Corporation need not be a shareholder. In order to serve as a director, a person must be a natural person at least 18 years of age, of sound mind and not bankrupt. Neither our articles of incorporation or by-laws impose any mandatory retirement requirements for directors.

Our bylaws authorizes the directors from time to time to determine the remuneration for their services. There is no requirement for an independent quorum.

A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with our Corporation must disclose to the Corporation the nature and extent of his or her interest at the time and in the manner provided by the International Business Corporations Act. The International Business Corporations Act prohibits such a director from voting on any resolution to approve the contract or transaction unless the contract or transaction:

	•	is an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the Corporation or an affiliate;

	•	relates primarily to his or her remuneration as a director, officer, employee or agent of the Corporation or an affiliate;

	•	is for indemnity or insurance for director’s liability as permitted by the Act; or

	•	is with an affiliate.

Our board of directors may, on behalf of the Corporation and without authorization of our shareholders:

	•	borrow money upon the credit of the Corporation;

	•	issue, reissue, sell or pledge debt obligations of the Corporation;

	•	give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

	•	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

The International Business Corporations Act prohibits the giving of a guarantee to any shareholder, director, officer or employee of the Corporation or of an affiliated corporation or to an associate of any such person for any purpose or to any person for the purpose of or in connection with a purchase of a share issued or to be issued by the Corporation or its affiliates, where there are reasonable grounds for believing that the Corporation is or, after giving the guarantee, would be unable to pay its liabilities as they become due, or the realizable value of the Corporation’s assets in the form of assets pledged or encumbered to secure a guarantee, after giving the guarantee, would be less than the aggregate of the Corporation’s liabilities and stated capital of all classes.

These borrowing powers may be varied by the Corporation’s bylaws or its articles of incorporation. However, our bylaws and articles of incorporation do not contain any restrictions on or variations of these borrowing powers.

Common Shares

Our articles of incorporation authorize the issuance of an unlimited number of common shares. They do not authorize the issuance of any other class of shares.

The holders of the common shares of our Corporation are entitled to receive notice of and to attend all meetings of the shareholders of our Corporation and have one vote for each common share held at all meetings of the shareholders of our Corporation. Our directors are elected at each annual meeting of shareholders and do not stand for re-election at staggered intervals.

The holders of common shares are entitled to receive dividends and the Corporation will pay dividends, as and when declared by our board of directors, out of moneys properly applicable to the payment of dividends, in such amount and in such form as our board of directors may from time to time determine, and all dividends which our board of directors may declare on the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding.

In the event of the dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares will be entitled to receive the remaining property and assets of the Corporation.

There are no redemption provisions and no liability for further capital calls associated with the Corporation’s common stock.

Action Necessary to Change Rights Of Shareholders

In order to change the rights of our shareholders, we would need to amend our articles of incorporation to effect the change. Such an amendment would require the approval of holders of two-thirds of the shares cast at a duly called special meeting. For certain amendments such as those creating of a class of preferred shares, a shareholder is entitled to dissent in respect of such a resolution amending our articles and, if the resolution is adopted and the Corporation implements such changes, demand payment of the fair value of its shares.

Meetings of Shareholders

An annual meeting of shareholders is held each year for the purpose of considering the financial statements and reports, electing directors, appointing auditors and for the transaction of other business as may be brought before the meeting. The board of directors has the power to call a special meeting of shareholders at any time.

Notice of the time and place of each meeting of shareholders must be given not less than 21 days, nor more than 60 days, before the date of each meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of meeting of shareholders called for any other purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, must state the nature of the business in sufficient detail to permit the shareholder to form a reasoned judgment on and must state the text of any special resolution or by-law to be submitted to the meeting.

The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Corporation and the auditor of the Corporation. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct how the meeting may be held, including who may attend the meeting.

Limitations on Right to Own Securities

Neither the International Business Corporation Act nor our articles or by-laws limit the right of a non-resident to hold or vote our shares, as amended by the World Trade Organization Agreement Implementation Act.

	(a)	An acquisition of our shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities;
	(b)	an acquisition of control of the Corporation in connection with the foreclosure of a security interest granted for a loan or other assistance and not for any purpose related to the provisions the Investment Act; and
	(c)	an acquisition of control of the Corporation by reason of an amalgamation, consolidation or corporate reorganization, following which the direct or indirect control in fact of the Corporation, through ownership of voting interests, remains unchanged.

Change of Control

There are no provisions of our bylaws or articles of incorporation that would have an effect of delaying, deferring or preventing a change in control of the Corporation and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Corporation. Our bylaws do not contain a provision governing the ownership threshold above which shareholder ownership must be disclosed.

Material Contracts

The following is a summary of the material contracts to which the Corporation is a party, for the three years ended July 29, 2024.

The prospectus supplement and accompanying prospectus relates to the issuance and sale of up to $12,000,000 of our common stock, no par value per share, from time to time through our sales agent, Chardan Capital Markets, LLC, or Chardan. These sales, if any, will be made under an equity distribution agreement, dated February 5, 2016, between us and Chardan, which we refer to as the equity distribution agreement.

Issuance and sale of up to $12,000,000 of the company common stock prospectus.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, which we refer to as the Securities Act, including sales made directly on The NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker or through an electronic communications network. If expressly authorized by us, Chardan may also sell our common stock in privately negotiated transactions. Chardan will act as sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ. There is no specific date on which the offering will end, there are no minimum sale requirements and there are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account.

Chardan will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock pursuant to the equity distribution agreement. In connection with the sale of the common stock on our behalf, Chardan may, and will with respect to sales effected in an “at-the-market” offering, be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Chardan may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Chardan against certain civil liabilities, including liabilities under the Securities Act.

Exchange Controls

The Bahamas has no system of exchange controls. There are no exchange restrictions on borrowing from foreign countries or on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlement of trade debts or the repatriation of capital.

There are no limitations on the rights of non-Canadians to exercise voting rights on their shares of Nymox.

Taxation

U.S. Federal Income Tax Considerations for U.S. Persons

This section contains a summary of certain U.S. federal income tax considerations for U.S. Persons (as defined below) who hold common shares of Nymox. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, rulings of the Internal Revenue Service (the “IRS”), and judicial decisions in existence on the date hereof, all of which are subject to change. Any such change could apply retroactively and could have adverse consequences to Nymox and its shareholders. This summary is necessarily general and does not attempt to summarize all aspects of the federal tax laws (and does not attempt to summarize any state or local laws) that may affect an investor’s acquisition of an interest in Nymox. No ruling from the IRS will be requested and no assurance can be given that the IRS will agree with the tax consequences described in this summary.

For purposes of this discussion, the term “U.S. Person” means (a) an individual who is a citizen of the United States or who is resident in the United States for United States federal income tax purposes, (b) a corporation or a partnership that is organized under the laws of the United States or any state thereof, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust (i) that is subject to the supervision of a court within the United States and is subject to the control of one or more United States persons as described in the Code, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person. The term “U.S. Holder” means a shareholder of Nymox who is a U.S. Person. The term “foreign corporation” means an entity that is classified as a corporation for U.S. federal income tax purposes and that is not organized under the laws of the United States or any state thereof.

This summary does not discuss all United States federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or to certain holders that may be subject to special treatment under United States federal income tax law (for example, insurance companies, tax-exempt organizations, financial institutions, dealers in securities, persons who hold shares as part of a straddle, hedging, constructive sale, or conversion transaction, U.S. Holders whose functional currency is not the U.S. dollar, and U.S. Holders who acquired shares through exercise of employee stock options or otherwise as compensation for services). Furthermore, this summary does not address any aspects of state or local taxation.

The tax consequences of an investment in Nymox are complex and based on tax provisions that are subject to change. You are urged to consult with, and must depend upon, your own tax advisors with specific reference to your own tax situations as to the income and other tax consequences of an investment in Nymox.

Dividends and gains on sale. Except as described below with respect to the “passive foreign investment corporation” rules, dividends paid by Nymox to a U.S. Holder, without reduction for Canadian withholding taxes, will be included in the gross income of such U.S. Holder, as a dividend, to the extent paid out of current or accumulated earnings and profits, as determined under U.S. federal income tax. Such dividends will not be eligible for the dividend-received deduction generally allowed under the Code to dividend recipients that are U.S. corporations. The amount of any distribution in excess of Nymox’s current and accumulated earnings and profits will first be applied to reduce the U.S. Holder’s tax basis in its Nymox common shares, and any amount in excess of tax basis will be treated as gain from the sale or exchange of the common shares. A dividend paid by Nymox generally will be taxed at the preferential tax rates applicable to long-term capital gains (where the maximum federal rate is currently 20%) if (a) Nymox is a “qualified foreign corporation” as defined in Section 1(h)(11) of the Code, (a “QFC”), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on common shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such common shares will not be entitled to receive such dividend). Nymox currently meets the definition of a QFC because its common shares are readily tradable on the Nasdaq Stock Market, an established securities market in the United States, provided that Nymox is not a “passive foreign investment corporation” (as described below) for the taxable year during which Nymox pays a dividend or for the preceding taxable year. If Nymox were to be delisted from the Nasdaq Stock Market, it is not clear whether Nymox would meet the definition of a QFC. If Nymox is not a QFC, a dividend paid by Nymox to a U.S. Holder that is an individual, estate, or trust generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.

Except as described below with respect to the “passive foreign investment corporation” rules, any gain recognized by a U.S. Holder on a sale or exchange of Nymox common shares (or on a distribution treated as a sale or exchange) generally will be treated as capital gain. Capital gains of corporations are taxable at the same rate as ordinary income. With respect to non-corporate taxpayers, the excess of net long-term capital gain over net short term capital loss may be taxed at a substantially lower rate than is ordinary income. A capital gain or loss is long-term if the asset has been held for more than one year and short-term if held for one year or less. In addition, the distinction between capital gain or loss and ordinary income or loss is relevant for purposes of limitations on the deductibility of capital losses.

A U.S. Holder generally may claim a credit against its U.S. federal income tax liability for Canadian income tax withheld from dividends received on Nymox common shares. The amount of this credit is subject to several limitations under the Code.

Controlled foreign corporation rules. A foreign corporation generally is classified as a “controlled foreign corporation” (a “CFC”) if more than 50% of the corporation’s shares (by vote or value) are owned, directly or indirectly, by “10% U.S. Shareholders”. For this purpose, a “10% U.S. Shareholder” is a U.S. Person that owns, directly or indirectly, shares possessing 10% or more of the voting power in the foreign corporation. Nymox believes that it is not a CFC at the present time. If, Nymox were a CFC, each 10% U.S. Shareholder that owns, directly or indirectly through foreign entities, an interest in Nymox generally would be required to include in its gross income for U.S. federal income tax purposes a pro-rata share of any “Subpart F” income earned by Nymox, whether or not such income is distributed by Nymox. Subpart F income generally includes interest, dividends, royalties, gain on the sale of stock or securities and certain other categories of income.

Passive foreign investment corporation rules. In general, a foreign corporation is a “passive foreign investment corporation” (a “PFIC”) during a taxable year if 75% or more of its gross income for the taxable year constitutes “passive income” or if 50% or more of its assets (by average fair market value) held during the taxable year produce, or are held for the production of, passive income. In general, any U.S. Person that owns, directly or indirectly, an interest in a foreign corporation will be subject to an interest charge (in addition to regular U.S. federal income tax) upon the disposition by the U.S. Person of, or receipt by the U.S. Person of “excess distributions” with respect to, any shares of the foreign corporation if: (i) the foreign corporation is a PFIC during the taxable year in which such income is realized by the U.S. Person; or (ii) the foreign corporation was a PFIC during any prior taxable year that is included in whole or in part in the U.S. Person’s “holding period” (within the meaning of Section 1223 of the Code) with respect to its interest in the shares of the foreign corporation. Furthermore, the U.S. Person’s share of such gain or “excess distribution” will be taxable as ordinary income. There exist several other adverse tax consequences that may apply to any U.S. Person that owns, directly or indirectly, an interest in a PFIC.

A U.S. Person that owns, directly or indirectly, an interest in a PFIC can elect to treat such PFIC as a “qualified electing fund” (a “QEF”) with respect to the U.S. Person. In general, the effect of a QEF election with respect to a PFIC is that, beginning with the first taxable year to which the election applies and in all succeeding taxable years during which the foreign corporation is a PFIC, the U.S. Person is required to include in its income its share of the ordinary earnings and net capital gains of the PFIC. The U.S. Person is not taxable with respect to any distribution by the PFIC from earnings that have been included previously in the U.S. Person’s income under the QEF provisions. If the QEF election is made with respect to the first taxable year in which a U.S. Person owns, directly or indirectly, an interest in the particular PFIC, the adverse tax consequences described in the immediately preceding paragraph (including the interest charge and the treatment of gains as ordinary income) would not apply to the U.S. Person’s interest in that PFIC. In order to make a QEF election, a U.S. Person is required to provide to the IRS certain information furnished by the PFIC.

Nymox believes that it has not been a PFIC during any taxable year ending on or before December 31, 2014. There can be no assurance that Nymox will not be a PFIC during its current taxable year. Because PFIC classification cannot be determined until the close of a taxable year, is determined annually, and depends on the application of complex rules which are subject to differing interpretations, there can be no assurance that Nymox has never been and will not become a PFIC for any taxable year during which U.S. Holders hold Nymox common stock. Nymox intends to notify its U.S. Holders within 45 days after the end of any taxable year for which Nymox believes it might be a PFIC. Nymox has further undertaken (i) to provide its U.S. Holders with timely and accurate information as to its status as a PFIC and the manner in which the QEF election can be made and (ii) to comply with all record-keeping, reporting and other requirements so that the U.S. Holders, at their option, may make a QEF election.

Each U.S. Person who owns, directly or indirectly, common shares of Nymox is urged to consult its own tax advisor with respect to the advantages and disadvantages of making a QEF election with respect to Nymox.

Information Reporting and Backup withholding. Information reporting to the IRS may be required with respect to payments of dividends on the Nymox common shares to U.S. Holders, and with respect to proceeds received by U.S. Holders on the sale of Nymox common shares. A U.S. Holder may be subject to backup withholding with respect to dividends received with respect to Nymox common shares, or proceeds received on the sale of Nymox common shares through a broker, unless the U.S. Holder (i) demonstrates that it qualifies for an applicable exemption (such as the exemption for holders that are corporations), or (ii) provides a taxpayer identification number and complies with certain other requirements. Any amount withheld from payment to a U.S. Holder under the backup withholding rules generally will be allowed as credit against the U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

In addition, certain categories of U.S. Holders that hold certain “foreign financial assets” (which may include Nymox common shares), over a certain threshold, must file IRS Form 8938 to report information relating to such assets, subject to certain exceptions. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the application of these information reporting and backup withholding rules to it.

Medicare Contribution Tax. Certain U.S. Holders who are individuals, estates or trusts are required to pay up to an additional 3.8% tax on, among other things, dividends and capital gains. Each U.S. Holder should consult its own financial advisor, legal counsel or accountant regarding the possible application of this additional tax to income earned with respect to Nymox common shares.

Canadian Federal Income Taxation

The following summary describes the principal Canadian federal tax considerations generally applicable to a shareholder who holds as beneficial owner common shares of Nymox and who, at all relevant times, for purposes of the Income Tax Act (Canada) and the Income Tax Regulations (collectively, the “Tax Act”), (1) holds the common shares of Nymox as capital property, (2) deals at arm’s length with Nymox , (3) is not affiliated with Nymox, and (4) has not entered into, with respect to their common shares of Nymox, a “derivative forward agreement” as that term is defined in the Tax Act (a “Holder”). Generally, the common shares of Nymox will be capital property to a Holder provided the Holder does not acquire or hold their common shares of Nymox in the course of carrying on a business or provided the Holder has not acquired their common shares of Nymox as part of an adventure in the nature of trade.

This summary is based on the current provisions of the Tax Act, and an understanding of the current administrative and assessing practices and policies of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein. This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all possible Canadian federal income tax considerations. Accordingly, Holders should consult their own tax advisors having regard to their own particular circumstances.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of common shares of Nymox must be converted into Canadian dollars based on exchange rates as determined in accordance with the Tax Act. The amount of dividends required to be included in the income of, and capital gains or capital losses realized by, a Holder may be affected by fluctuations in the Canadian / U.S. dollar exchange rate.

Canadian Resident Holders

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act, is, or is deemed to be resident in Canada (a “Resident Holder”). Certain Resident Holders may be entitled to make or may have already made the irrevocable election permitted by subsection 39(4) of the Tax Act the effect of which may be to deem to be capital property any common shares of Nymox (and all other “Canadian securities”, as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made and in all subsequent taxation years. Resident Holders whose common shares of Nymox might not otherwise be considered to be capital property should consult their own tax advisors concerning this election. This portion of the summary is not applicable to (i) a Holder that is a “specified financial institution” , (ii) a Holder an interest in which is a “tax shelter investment”, (iii) a Holder that is, for purposes of certain rules (referred to as the mark-to-market rules) applicable to securities held by financial institutions, a “financial institution” , or (iv) a Holder that reports its “Canadian tax results” in a currency other than Canadian currency, or (v) a Holder that is a corporation and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of common shares of Nymox, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in proposed section 212.3 of the Tax Act , each as defined in the Tax Act. Such Holders should consult their own tax advisors.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any dividends received (or deemed to be received) on the common shares of Nymox. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit applicable to any dividends designated by Nymox as an eligible dividend in accordance with the provisions of the Tax Act. A dividend received (or deemed to be received) by a Resident Holder that is a corporation will generally be deductible in computing the corporation’s taxable income.

A Resident Holder that is “private corporation”, as defined in the Tax Act, or any other corporation controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), will generally be liable to pay a refundable tax of 33 1/3 % under Part IV of the Tax Act on dividends received (or deemed to be received) on the common shares of Nymox to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Dispositions

Generally, on a disposition or deemed disposition of a common share of Nymox, the Resident Holder will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the common share of Nymox immediately before the disposition or deemed disposition.

The adjusted cost base to the Resident Holder of a common share of Nymox will be determined by averaging the cost of such common share of Nymox with the adjusted cost base of all other common shares of Nymox owned by the Resident Holder as capital property at that time, if any.

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Holder in the year and allowable capital losses in excess of taxable capital gains for the year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a common share of Nymox may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Holder on a common share of Nymox to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a common share of Nymox is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Resident Holders should consult their own tax advisors.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act, is not, and is not deemed to be,, resident in Canada and does not use or hold, and is not deemed to use or hold, common shares of Nymox in a business carried on in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a holder that is not resident in Canada that is an insurance business in Canada and elsewhere.

Dividends

Dividends paid or credited on the common shares of Nymox or deemed to be paid or credited on the common shares of Nymox will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention. . For example, under the Canada-United States Tax Convention (1980), as amended (the “Canada-U.S. Tax Treaty”), where dividends on the common shares of Nymox are considered to be paid to or derived by a Non-Resident Holder that is the beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositions

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition or deemed disposition of common shares of Nymox, unless the common shares of Nymox are “taxable Canadian property” to the Non-resident Holder for purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. Generally, the common shares of Nymox will not constitute taxable Canadian property to a Non-Resident Holder at a particular time provided that the common shares of Nymox are listed at that time on a designated stock exchange (which includes the NASDAQ and the OTC Markets), unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal with at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of the capital stock of Nymox, and (ii) more than 50% of the fair market value of the common shares of Nymox was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, common shares of Nymox could be deemed to be taxable Canadian property NonResident Holders whose common shares of Nymox may constitute taxable Canadian property should consult their own tax advisors.

Documents on Display

Nymox is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, the Corporation files reports and other information with the Securities and Exchange Commission. These materials, including this Annual Report on Form 20-F and the exhibits hereto, may be inspected and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the materials may be obtained from the Commission’s Public Reference Room at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including Nymox, that file electronically with the Commission.

We are required to file reports and other information with the securities commissions in all provinces of Canada. You also are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) (http://www.sedar.com), the Canadian equivalent of the SEC’s electronic document gathering and retrieval system. This material includes our Management Information Circular for the most recent annual meeting, which provides information including directors’ and officers’, remuneration and indebtedness, principal holders of securities and securities authorized for issuance under equity compensation plans. Additional financial information is provided in our annual financial statements and our Management’s Discussion and Analysis relating to these statements. These documents are also accessible on SEDAR (www.sedar.com).

We will provide without charge to each person, including any beneficial owner, on the written or oral request of such person, a copy of any or all documents referred to above which have been or may be incorporated by reference in this Annual Report on Form 20-F (not including exhibits to such incorporated information that are not specifically incorporated by reference into such information). Requests for such copies should be directed to us at the following address: Nymox Pharmaceutical Corporation, Bay & Deveaux St., Nassau, The Bahamas, Attention: Investor Relations. Telephone (800) 936-9669. Facsimile (514) 332-2227 EMAIL: info@nymox.com

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Capital disclosures

The Corporation defines capital as total equity. To fund its activities, the Corporation has followed an approach that relies almost exclusively on the issuance of common shares and, during 2010, entered into a collaboration agreement. Since inception, the Corporation has financed its liquidity needs primarily through private placements and, since 2003, through a financing agreement with an investment company that has been replaced annually by a new agreement with the same purchaser (see note 10 - Common Stock Private Purchase Agreement of the Consolidated Financial Statements).

The private placement was completed on August 29, 2023, and the company raised $2,000,000

The Corporation’s ability to raise capital through the Agreement and other sources of financing will be impacted by the market price and trading volumes of its common shares. The results of the NX02-0017 and NX02-0018 clinical trials may adversely affect the Corporation’s ability to raise capital on a timely basis, requiring the Corporation to reduce its cash requirements by eliminating or deferring spending on research, development and corporate activities. In addition, other sources of financing may not be available or may be available only at a price or on terms that are not favorable to the Corporation. The capital management objectives remain the same as for the previous fiscal year. When possible, the Corporation tries to optimize its liquidity needs by non-dilutive sources, including sales, collaboration agreements, research tax credits and interest income. The Corporation’s general policy on dividends is to retain cash to keep funds available to finance its research and development and operating expenses.

Other than the financing discussed above, the Corporation does not have arranged sources of financing. See Note 10 to the consolidated financial statements.

The Corporation is not subject to any capital requirements imposed by external parties other than the Nasdaq Capital Market requirements related to the Listing Rules. Failure to meet the listing requirements may lead to delisting from the Nasdaq Capital Market in which case the Corporation will consider an alternate trading platform for its common shares.

Financial risk management

This section provides disclosures relating to the nature and extent of the Corporation’s exposure to risks arising from financial instruments, including foreign currency risk, credit risk, interest rate risk and liquidity risk, and to how the Corporation manages those risks.

Foreign currency risk

The Corporation uses the US dollar as its measurement currency because a substantial portion of revenues, expenses, assets and liabilities of its US and Canadian operations are denominated in US dollars. The Corporation’s equity financing facility is also in US dollars. Foreign currency risk is limited to the portion of the Corporation’s business transactions denominated in currencies other than the US dollar. The Canadian operation has transactions denominated in Canadian dollars, principally relating to salaries and rent. Additional variability arises from the translation of monetary assets and liabilities denominated in currencies other than the US dollar at each statement of financial position date. Fluctuations in the currency used for the payment of the Corporation’s expenses denominated in currencies other than the US dollar (primarily Canadian dollars) could cause unanticipated fluctuations in the Corporation’s operating results, but would not impair or enhance its ability to pay its Canadian dollar denominated obligations. The Corporation’s objective in managing its foreign currency risk is to minimize its net exposures to foreign currency cash flows by transacting with parties in US dollars to the maximum extent possible. The Corporation does not engage in the use of derivative financial instruments to manage its currency exposures.

Approximately 97% of expenses that occurred during the year ended December 31, 2023 (2022 - 97%; 2021 - 97%) were denominated in US dollars. Foreign exchange fluctuations had no meaningful impact on the Corporation’s results in 2023, 2022 or 2021.

The following table provides significant items exposed to foreign exchange:

	December 31,			December 31,			December 31,
CA$	2023			2022			2021
Cash	$	29,868		$	158,336		$	84,856
Trade accounts receivable and other receivables		14,112			14,202			17,361
Trade accounts payable and accrued liabilities		(294,419	)		(284,109	)		(173,244	)
Total	$	(250,439	)	$	(111,571	)	$	(71,027	)

The following exchange rates were applied for the years ended December 31, 2023, 2022 and 2021:

Description	Average rate (twelve months)		Reporting date rate
US$ - CA$ - December 31, 2023		1.3497		1.3226
US$ - CA$ - December 31, 2022		1.3013		1.3544
US$ - CA$ - December 31, 2021		1.2535		1.2678

Based on the Corporation’s foreign currency exposures noted above, varying the above foreign exchange rates to reflect a 5% strengthening of the US dollar against the Canadian dollar would have decreased the net loss for the year ended December 31, 2023 by approximately $9,957, assuming that all other variables remained constant.

An assumed 5% weakening of the US dollar against the Canadian dollar would have had an equal but opposite effect on the amount shown above, on the basis that all other variables remained constant.

Credit risk

Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. Financial instruments that potentially subject the Corporation to concentrations of credit risk consist primarily of cash and trade accounts receivable. Cash is maintained with high-credit quality financial institutions. For trade accounts receivable, the Corporation performs periodic credit evaluations and typically does not require collateral. Allowances are maintained for potential credit losses consistent with the credit risk, historical trends, general economic conditions and other information.

The Corporation has a limited number of customers. Included in the consolidated statement of financial position are trade accounts receivable of $0 (December 31, 2022 - $0), all of which were aged under 45 days. No bad debt expense on trade accounts receivable was recorded for the year ended December 31, 2023, nor for the year ended December 31, 2022.

At December 31, 2023, the Corporation’s maximum credit exposure corresponded to the carrying amount of cash, trade accounts receivable and other receivables.

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. Cash bears interest at a variable rate. Trade accounts receivable, other receivables, trade accounts payable and accrued liabilities bear no interest. The Corporation has no other interest-bearing financial instruments.

Based on the value of variable interest-bearing cash during the year ended December 31, 2023, an assumed 0.5% increase or 0.5% decrease in interest rates during such period would have had no significant effect on the net loss.

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages liquidity risk through the management of its capital structure, as outlined in note 23 - Capital disclosures. The Corporation does not have an operating credit facility and has historically financed its activities primarily through an equity financing agreement with an investment company, as described in note 10 - Common Stock Private Purchase Agreement.

The Corporation’s ability to raise capital through other sources of financing will be impacted by the market price and trading volumes of its common shares. The results of the NX02-0017 and NX02-0018 clinical trials may adversely affect the Corporation’s ability to raise capital on a timely basis, requiring the Corporation to reduce its cash requirements by eliminating or deferring spending on research, development, and corporate activities. In addition, other sources of financing may not be available or may be available only at a price or on terms that are not favorable to the Corporation.

In addition to financing operations through the issuance of equity, the Corporation may also secure additional funding through the issuance of debt, licensing or partnering products in development, increasing revenue from our products, or realizing on intellectual property and other assets. There can be no assurances that the Corporation will be successful in realizing on any such potential opportunities for additional funding at a price or on terms that are favorable to the Corporation.

The following are the contractual maturities of financial liabilities:

Trade accounts payable and accrued liabilities:	Carrying Amount		Less than 1 year		1 year to 5 years
December 31, 2023	$	3,799,812	$	3,799,812	$	-
December 31, 2022	$	2,106,901	$	2,106,901	$	-
December 31, 2021	$	1,948,812	$	1,557,353	$	391,459

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

None.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

The Corporation’s audit committee and management has concluded that the Consolidated Financial Statements as of and for the year ended December 31, 2023 present fairly, in all material respects, the Corporation’s financial position, results of operations and cash flows for the periods disclosed in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

(b) Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. The Corporation’s internal control over financial reporting is designed to provide reasonable assurance to management and our board of directors regarding the preparation and fair presentation of published financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 312023, using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. In our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, we determined that control deficiencies existed that constituted material weaknesses, as described below:

	·	Lack of documented policies and procedures.

	·	Given our officers' high degree of involvement in our day-to-day operations, there is a risk of management override.

	·	There is no effective separation of duties, which includes monitoring controls, between the members of management.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have not been able to take steps to improve our internal controls over financial reporting during the year ended December 31, 2023. However, to the extent possible, we will implement procedures to ensure that the initiation of transactions, the custody of assets, and the recording of transactions will be performed by separate individuals. Management is currently evaluating what steps can be taken to address these material weaknesses.

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that our internal controls would not prevent or detect a material misstatement of the annual or interim financial statements on a timely basis.

As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, based on criteria established in the Internal Control-Integrated Framework issued by COSO.

In light of these significant deficiencies, we performed additional analyses and procedures to conclude that our consolidated financial statements for the year ended December 31, 2023, included in this Annual Report on Form 20-F, were fairly stated in accordance with IFRS. Accordingly, management believes that despite our significant deficiency, our consolidated financial statements for the year ended December 31, 2023, are fairly stated, in all material respects, in accordance with IFRS.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit a smaller reporting company to provide only management’s report in its annual report.

During the period covered by this Annual Report ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to affect the Company’s internal control over financial reporting materially.

Item 16. RESERVED

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that James G. Robinson, the Chairman of our Audit Committee, is an audit committee financial expert and independent director.

Item 16B. CODE OF ETHICS

We have adopted a code of ethics that is applicable to our officers, directors, and employees in general and our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions in particular. The code of ethics can be found on our website, www.nymox.com.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal independent auditor is M&K CPAS, PLLC.

Fees and Services

For the years ended December 31, 2023, 2022 and 2021 audited by TPS Thayer, for professional services, the following fees:

Description	US 2023		US 2022		US 2021

Audit fees	$	79,500	$	140,069	$	172,000
Audit related fees		-		-		5,000
Tax fees		8,000		8,000		8,000
All other fees		-		-		-
Total	$	87,500	$	148,069	$	185,000

Audit Fees consisted of professional services rendered for the annual audit of the Corporation’s consolidated financial statements, the quarterly reviews of the Corporation’s interim financial statements, consultation concerning financial reporting and accounting standards, and services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consisted of comfort letter services rendered in connection with the Corporation’s financial documents.

Tax Fees consisted of services rendered in connection with the preparation of tax returns of the Corporation and its subsidiaries and general tax advice.

All Other Fees – there were no other professional services rendered during the years ended December 31, 2023, 2022 and 2021.

Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors

Our Audit Committee is responsible for the oversight of our independent auditor’s work. Our Audit Committee’s policy is to pre-approve all audit and non-audit services provided by M&K CPAS, PLLC. These services may include audit services only. The Audit Committee appoints the auditors and oversees and fixes the compensation for all such services. M&K CPAS, PLLC, and our management report to the Audit Committee regarding the extent of services actually provided by the applicable pre-approval and regarding the fees for the services performed. The Audit Committee approved 100% of the fees listed in the table above.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On October 13, 2020, Nymox Pharmaceutical Corporation (the “Company”) dismissed Thayer O’Neal Company, LLC as its independent registered public accounting firm. The reports of Thayer O’Neal Company, LLC regarding the Company’s financial statements for the fiscal years ended December 31, 2019, 2018, and 2017 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except each report did contain an explanatory paragraph related to the Company’s ability to continue as a going concern.

Effective October 13, 2020, the Company engaged TPS Thayer, LLC Certified Public Accountants (“TPS”) as the Company’s new independent registered public accounting firm. Effective February 21, 2024, the Company dismissed TPS Thayer, LLC Certified Public Accountants, and engaged M&K CPAS, PLLC as the Company’s new independent registered public accounting firm. Since that date, the Company has not consulted with M&K CPAS, PLLC regarding any of the following:

The application of accounting principles to a specific transaction, either completed or proposed; The type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that TPS concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

ITEM 16G. CORPORATE GOVERNANCE

The Corporation is listed on the over-the-Counter Markets and complies with all the over-the-Counter Markets corporate governance requirements.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM16L. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We have adopted Insider Trading Policies governing the purchase, sale, and other dispositions of our securities by our directors, corporate auditors, executive officers, employees, and our agents that are designed to promote compliance with applicable insider trading laws, rules and regulations in the United States and the Bahamas, A copy of our Insider Trading Policies is found in our Code of Conduct, attached as Exhibit 11 to this Annual Report.

ITEM 16K. CYBERSECURITY

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. We have processes in place to assess, identify, manage, and address material cybersecurity threats and incidents, and management regularly assesses risks from cybersecurity and technology threats and monitors our information systems for potential vulnerabilities and have integrated cybersecurity risk management into our broader risk management framework.

We did not identify any cybersecurity incidents during the year ended December 31, 2023 that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

We acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. For additional information, see “Item 3. Key Information—Risk Factors—Risks Related to Our Industry—Cybersecurity breaches and other disruptions could compromise our information, result in the unauthorized disclosure of confidential employee, Company and/or business partners’ information, damage our reputation, and expose us to liability, which could negatively impact our business.”

Our board of directors has overall responsibility for the oversight of risk management, which includes cybersecurity risks. Members of the board of directors receive updates on a regular basis regarding matters of risk management, including cybersecurity, as applicable.

ITEM 17. FINANCIAL STATEMENTS

Not applicable

ITEM 18. FINANCIAL STATEMENTS

The financial statements for the three years ended December 31, 2023, 2022 and 2021 are included in Item 8 of this report and are incorporated by reference in this item.

ITEM 19. EXHIBITS

The following exhibits are included with or incorporated by reference into this report:

Exhibit
No.		Description
1(a)		Articles of Incorporation, as amended. (incorporated by reference to Exhibit 3.1 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
1(b)		Bylaws of the Corporation (incorporated by reference to Exhibit 3.2 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(a)		Memorandum of Agreement between Paul Averback and the Corporation (incorporated by reference to Exhibit 10.1 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(b)		Share Option Plan of the Corporation (incorporated by reference to Exhibit 10.2 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(c)		Research and License Agreement between the Massachusetts General Hospital Corporation and the Corporation (incorporated by reference to Exhibit 10.3 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(d)		Research and License Amendment between the Massachusetts General Hospital Corporation and the Corporation (incorporated by reference to Exhibit 10.5 to the Corporation’s Form 20-F filed with the Commission February 21, 1997)
4(e)		Common Stock Purchase Agreement between Nymox Pharmaceutical Corporation and Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.0 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(f)		Registration Rights Agreement between Nymox Pharmaceutical Corporation and Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.1 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(g)		Escrow Agreement among Nymox Pharmaceutical Corporation, Jaspas Investments Limited and Epstein, Becker & Green, P.C. dated November 1, 1999 (incorporated by reference to Exhibit 2.2 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(h)		Stock Purchase Warrant to purchase common shares issued to Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.3 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(i)		Research and License Agreement between the Rhode Island Hospital Corporation and the Corporation dated May 14, 1999 (incorporated by reference to Exhibit 10.10 to the Corporation’s Form 20-F filed with the Commission May 15, 2000).
4(j)		Research and License Amendment between the Rhode Island Hospital Corporation and the Corporation dated November 19, 2001 (incorporated by reference to Exhibit 10.10 to the Corporation’s Form 20-F filed with the Commission June 28, 2002).
4(s)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2010. (incorporated by reference to Exhibit 4(s) to the Corporation’s Amendment No.1 to 20-F Report filed with the Commission on June 3, 2011).
4(t)*		License and Collaboration Agreement between Nymox Pharmaceutical Corporation and Recordati Ireland Ltd. dated December 16, 2010. (incorporated by reference to Exhibit 4(t) to the Corporation’s Amendment No.1 to 20-F Report filed with the Commission on June 3, 2011)
4(u)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2011. (incorporated by reference to Exhibit 4(u) to the Corporation’s 6-K Report filed with the Commission on March 15, 2012).
4(v)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2012. (incorporated by reference to Exhibit 4(v) to the Corporation’s 6-K Report filed with the Commission on March 15, 2013).
4(w)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2013.
4(x)		6% Secured Convertible Note between Nymox Pharmaceutical Corporation and Cantone Asset Management, LLC dated December 16, 2014. (filed herewith).
4(y)		Response Letter from KPMG in the Corporation’s 6-K dated July 16, 2015 (Incorporated by reference herewith)
8		List of Subsidiaries of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit 8 to the Corporation’s Form 20-F filed with the Commission June 30, 2004)
11		Code of Business Conduct for the Officers, Directors and Employees of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit 11 to the Corporation’s Form 20-F filed with the Commission June 30, 2004)
12(a)		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
12(b)		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
13(a)		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13(b)		Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

________

* Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted portions have been filed separately with the SEC.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		NYMOX PHARMACEUTICAL CORPORATION
		(Registrant)

Date: August 29, 2024		/s/ Paul Averback
		Paul Averback,
		Title: President and Chief Executive Officer

EXHIBIT INDEX - NYMOX PHARMACEUTICAL CORPORATION Form 20-F Annual Report

Exhibit
No.		Description
1(a)		Articles of Incorporation, as amended. (incorporated by reference to Exhibit 3.1 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
1(b)		Bylaws of the Corporation (incorporated by reference to Exhibit 3.2 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(a)		Memorandum of Agreement between Paul Averback and the Corporation (incorporated by reference to Exhibit 10.1 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(b)		Share Option Plan of the Corporation (incorporated by reference to Exhibit 10.2 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(c)		Research and License Agreement between the Massachusetts General Hospital Corporation and the Corporation (incorporated by reference to Exhibit 10.3 to the Corporation’s Form 20-F filed with the Commission December 9, 1996)
4(d)		Research and License Amendment between the Massachusetts General Hospital Corporation and the Corporation (incorporated by reference to Exhibit 10.5 to the Corporation’s Form 20-F filed with the Commission February 21, 1997)
4(e)		Common Stock Purchase Agreement between Nymox Pharmaceutical Corporation and Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.0 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(f)		Registration Rights Agreement between Nymox Pharmaceutical Corporation and Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.1 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(g)		Escrow Agreement among Nymox Pharmaceutical Corporation, Jaspas Investments Limited and Epstein, Becker & Green, P.C. dated November 1, 1999 (incorporated by reference to Exhibit 2.2 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(h)		Stock Purchase Warrant to purchase common shares issued to Jaspas Investments Limited dated November 1, 1999 (incorporated by reference to Exhibit 2.3 to the Corporation’s Form F-1 Registration Statement filed with the Commission February 29, 2000)
4(i)		Research and License Agreement between the Rhode Island Hospital Corporation and the Corporation dated May 14, 1999 (incorporated by reference to Exhibit 10.10 to the Corporation’s Form 20-F filed with the Commission May 15, 2000).
4(j)		Research and License Amendment between the Rhode Island Hospital Corporation and the Corporation dated November 19, 2001 (incorporated by reference to Exhibit 10.10 to the Corporation’s Form 20-F filed with the Commission June 28, 2002).
4(s)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2010. (incorporated by reference to Exhibit 4(s) to the Corporation’s Amendment No.1 to 20-F Report filed with the Commission on June 3, 2011).
4(t)*		License and Collaboration Agreement between Nymox Pharmaceutical Corporation and Recordati Ireland Ltd. dated December 16, 2010. (incorporated by reference to Exhibit 4(t) to the Corporation’s Amendment No.1 to 20-F Report filed with the Commission on June 3, 2011)
4(u)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2011. (incorporated by reference to Exhibit 4(u) to the Corporation’s 6-K Report filed with the Commission on March 15, 2012).
4(v)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2012. (incorporated by reference to Exhibit 4(v) to the Corporation’s 6-K Report filed with the Commission on March 15, 2013).
4(w)		Common Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation and Lorros-Greyse Investments, Ltd. dated November 1, 2013.
4(x)		6% Secured Convertible Note between Nymox Pharmaceutical Corporation and Cantone Asset Management, LLC dated December 16, 2014. (filed herewith).
4(y)		Response Letter from KPMG in the Corporation’s 6-K dated July 16, 2015 (Incorporated by reference herewith)
8		List of Subsidiaries of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit 8 to the Corporation’s Form 20-F filed with the Commission June 30, 2004)
11		Code of Business Conduct for the Officers, Directors and Employees of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit 11 to the Corporation’s Form 20-F filed with the Commission June 30, 2004)
12(a)		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
12(b)		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
13(a)		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13(b)		Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

__________

* Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted portions have been filed separately with the SEC.

nullnullnullnull

Cover	12 Months Ended
Cover	Dec. 31, 2023 shares
Document Information Line Items
Entity Registrant Name	NYMOX PHARMACEUTICAL CORPORATION
Entity Central Index Key	0001018735
Document Type	20-F
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding	93,540,140
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-12033
Entity Incorporation State Country Code	C5
Entity Address City Or Town	Nassau
Entity Address Country	BS
Icfr Auditor Attestation Flag	false
Auditor Name	TPS Thayer, LLC
Auditor Location	Sugar Land, Texas
Auditor Firm Id	6706
Security 12b Title	Common Stock
No Trading Symbol Flag	true
Entity Interactive Data Current	Yes
Document Shell Company Report	false
Document Registration Statement	false
Contact Personnel Name	Paul Averback
Document Accounting Standard	International Financial Reporting Standards
Entity Address Address Line 1	Bay & Deveaux Streets
Business Contact [Member]
Document Information Line Items
City Area Code	800
Local Phone Number	936-9669
Phone Fax Number Description	514-332-2227
Contact Personnel Email Address	info@nymox.com

Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Sales of goods		$ 0	$ 0
Total revenue		0	0
Cost of goods sold and operating Expenses
Cost of goods sold		0	0
Research and development	$ 3,994	3,773	6,658
General and administrative	4,356	2,879	5,846
Total operating expenses	8,350	6,652	12,504
Loss from operations	(8,350)	(6,652)	(12,504)
Other income (expense)
Loss on conversion of debt	(440)
Other income	0	113	0
Finance income	7	6	6
Finance costs	(58)	(28)	(20)
Operating lease interest expense	(3)	(15)	(19)
Loss before income taxes	(8,844)	(6,576)	(12,537)
Income tax provision (recovery)	0	0	0
Net loss	(8,844)	(6,576)	(12,537)
Attributable to: Net loss attributable to Nymox shareholders	$ (8,844)	$ (6,576)	$ (12,537)
Basic and diluted loss per share	$ (0.10)	$ (0.07)	$ (0.15)
Weighted average number of common shares outstanding	91,687,400	89,383	81,976

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 70	$ 1,403
Other receivables	11	10
Security deposit	28	28
Prepaid assets	16	16
Bond Deposits	500	0
Total current assets	625	1,457
Property and equipment	2	10
Operating lease right-of-use asset, net	0	158
Total assets	627	1,625
Current liabilities
Accounts payable and accrued liabilities	3,050	1,934
Advances, related Party	750	0
Operating lease liability due within one year	0	173
Total current liabilities	3,800	2,107
Total liabilities	3,800	2,107
Equity
Share capital - unlimited authorized shares at no par value 93,540 and 90,515 shares outstanding at December 31, 2023 and 2022 , respectively	173,816	171,671
Share capital subscription receivable	0	0
Share capital payable	3,209	0
Additional paid-in capital	27,784	26,985
Accumulated deficit	(207,982)	(199,138)
Total Stockholders' equity (deficit)	(3,173)	(482)
Total liabilities and stockholders' equity	$ 627	$ 1,625

Consolidated Statements of Financial Position (Parenthetical) - shares shares in Thousands	Dec. 31, 2023	Dec. 31, 2022
Consolidated Statements of Financial Position
Share capital, shares outstanding	93,540	90,515

Consolidated Statements of Cash Flow - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,844)	$ (6,576)	$ (12,537)
Adjustments for:
Loss on debt conversion	440	0	0
Depreciation	11	12	12
Stock-based compensation	3,357	593	2,603
Inventory write off	0	34
Amortization and others	158	237	242
Changes in non-cash operating balances:
Other receivables	(1)	3	7
Prepaid expense		116	68
Bond Deposits	(500)
Employee deposit of overpayment	0		(50)
Accounts payable and accrued liabilities	1,322	376	(165)
Net cash used in operating activities	(4,057)	(5,205)	(9,820)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment	(3)	0	(6)
Net cash flows used in investing activities	(3)		(6)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from the issuance of share capital and warrants	1,150	6,007	7,283
Borrowings on debt	1,750
Repayment of operating lease and financing obligation	(173)	(229)	(238)
Net cash provided from financing activities	2,727	5,778	7,045
Net (decrease) increase in cash	(1,333)	573	(2,781)
CASH
Beginning of year	1,403	830	3,611
End of year	70	1,403	830
SUPPLEMENTAL DISCLOSURE
Income taxes paid	0	0	0
Interest paid	$ 0	$ 0	$ 0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of note payable, related party, to equity	$ (1,000)
Forgiveness of accrued and deferred salary1	$ 206

Consolidated Statements of Changes in Deficit - USD ($) shares in Thousands, $ in Thousands	Total	Share capital payble	Number of Common Shares	Retained Earnings (Accumulated Deficit)	Additional Paid-In Capital	Subscriptions receivale
Balance, shares at Dec. 31, 2020			77,961
Balance, amount at Dec. 31, 2020	$ 2,145	$ 0	$ 151,722	$ (180,025)	$ 31,037	$ (589)
Statement [Line Items]
Shares issuance for cash and subscriptions, shares			3,670
Shares issuance for cash and subscriptions, amount	6,953	0	$ 7,670	0	(717)	0
Warrant issued	330	0	$ 0	0	330	0
Stock-based compensation and service fee, shares			3,915
Stock-based compensation and service fee, amount	2,603	0	$ 5,669	0	(3,066)	0
Net loss	(12,537)		0	(12,537)	0	0
Balance, amount at Dec. 31, 2021	(506)	0	$ 165,061	(192,562)	27,584	(589)
Balance, shares at Dec. 31, 2021			85,546
Statement [Line Items]
Shares issuance for cash and subscriptions, shares			3,984
Shares issuance for cash and subscriptions, amount	4,266	0	$ 4,245	0	(568)	589
Warrant issued	1,741			0	1,741
Stock-based compensation and service fee, amount	593	0	2,365	0	(1,772)	0
Net loss	(6,576)		$ 0	(6,576)	0	0
Stock-based compensation and service fee, shares			985
Balance, amount at Dec. 31, 2022	(482)	0	$ 171,671	(199,138)	26,985	0
Balance, shares at Dec. 31, 2022			90,515
Statement [Line Items]
Shares issuance for cash and subscriptions, shares			1,175
Shares issuance for cash and subscriptions, amount	1,150		$ 1,150		0	0
Warrant issued	440	0	0		440	0
Stock-based compensation and service fee, amount	3,357	3,209	35		113	0
Net loss	(8,844)		$ 0	(8,844)	0	0
Stock-based compensation and service fee, shares			850
Cancellation of accrued salary	206				206	0
Note Payable Converted into Shares, shares			1,000
Note Payable Converted into Shares, amount	1,000		$ 960		40	0
Balance, amount at Dec. 31, 2023	$ (3,173)	$ 3,209	$ 173,816	$ (207,982)	$ 27,784	$ 0
Balance, shares at Dec. 31, 2023			93,540

BUSINESS ACTIVITIES AND BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2023

BUSINESS ACTIVITIES AND BASIS OF PRESENTATION

NOTE 1 – BUSINESS ACTIVITIES AND BASIS OF PRESENTATION

Statement of Compliance

The consolidated financial statements were authorized for issue by the Audit Committee of the Corporation’s Board of Directors on April 19, 2024.

Basis of measurement

The consolidated financial statements have been prepared on a going concern and on the historical cost basis.

Functional and presentation currency

These consolidated financial statements are presented in United States dollars, which is the Corporation and its subsidiaries’ functional currency.

Use of estimates and judgments

Judgments in applying accounting policies

The use of the going concern basis (Note 2)

Contingent liability

Assessing the recognition of contingent liabilities requires judgment in evaluating whether it is probable that economic benefits will be required to settle matters subject to litigation.

Stock options and warrants

There is estimation uncertainty with respect to selecting inputs to the Binomial pricing model used to determine the fair value of the stock options and warrants (Note 11).

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

GOING CONCERN CONSIDERATIONS

12 Months Ended

Dec. 31, 2023

GOING CONCERN CONSIDERATIONS

GOING CONCERN CONSIDERATIONS

NOTE 2 – GOING CONCERN CONSIDERATIONS

SIGNIFICANT ESTIMATES

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ESTIMATES

SIGNIFICANT ESTIMATES

NOTE 3 – SIGNIFICANT ESTIMATES

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 – SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

Consolidation

power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);

exposure, or rights, to variable returns from its involvement with the investee; and

The ability to use its power over the investee to affect its returns.

All intra-group transactions, balances, income, expenses and unrealized gains and losses on transactions between Group companies are eliminated in full.

Financial instruments

Financial assets

Financial liabilities

Share capital

Common shares are classified as equity. Incremental costs attributable to the issuance of common shares are recognized as an increase to deficit.

Inventory

Property and equipment

The estimated useful lives for the current and comparative periods are represented by the following estimated useful lives:

Asset Classification		Useful life

Laboratory equipment		5 years
Computer equipment		3 years
Office equipment and fixtures		5 years

Depreciation methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Research and development expenditures

Amortization

Amortization is calculated on the cost of the asset, less its residual value. Amortization methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Impairment

Indefinite lived intangibles are subject an assessment for impairment at each reporting date.

Financial assets impairment

Non-financial assets impairment

Revenue recognition

Upfront payments

Milestone payments

Revenue subject to the achievement of milestones is recognized only when the specified events have occurred, and collectability is reasonably assured.

The company does not have any upfront payments, milestone payments or license revenue for the years ended December 31, 2023, 2022 and 2021.

IFRS 15, Revenue from Contracts with Customers

The Corporation has adopted this standard in these financial statements yet determined that there is no impact on reported results of operations from its implementation.

Sale of goods

Foreign currency

Foreign exchange loss and gain are reported on a net basis, within finance costs or finance income.

Stock-based compensation

Employee benefits

Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided.

Operating leases

Income taxes

Earnings per share

Provisions

Onerous contracts

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

12 Months Ended

Dec. 31, 2023

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

NOTE 5 – NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The following standards, amendments and improvements to the approved accounting standards would be effective from the dates mentioned below against the respective standard or interpretation:

Standard or Interpretation		IASB Effective Date (Annual periods beginning on or after)
IFRS 03	Reference to Conceptual Framework (Amendments)	01 January 2022
IFRS 09	Financial Instruments – Fees in the ‘10 percent’ test for derecognition of financial liabilities	01 January 2022
IFRS 10/IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendment)	Not Yet Finalized
IAS 01	Classification of Liabilities as Current or Non-current liabilities (Amendments)	01 January 2022*
IAS 16	Proceeds before Intended Use (Amendments)	01 January 2022
IAS 37	Onerous Contracts – Costs of Fulfilling a Contract (Amendments)	01 January 2022

*The IASB has issued an exposure draft proposing to defer the effective date of the Amendments to IAS-1 to 01 January 2023.

The above standards and amendments are not expected to have any material impact on the Company’s unconsolidated financial statements in the period of initial application.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 6 – PROPERTY AND EQUIPMENT

The carrying value of property and equipment included the following changes for the years ended December 31, 2023, 2022 and 2021:

In Thousands of US Dollars
	Laboratory Equipment		Computer Equipment		Office Equipment		Total
Cost
Balance at January 1, 2021	$	418	$	56	$	113	$	587
Additions		-		3		3		6
Disposals		-		-		-		-
Balance at December 31, 2021		418	$	59	$	116	$	593
Additions		-		-		-		-
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	59	$	116	$	593
Additions		-		3		-		3
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	62	$	116	$	596

Accumulated depreciation
Balance at January1, 2021		418		41		100	$	559
Depreciation for the year		-		7		5		12
Disposals		-		-		-		-
Balance at December 31, 2021	$	418	$	48	$	105	$	571
Depreciation for the year		-		5		7		12
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	53	$	112	$	583
Depreciation for the year		-		7		4		11
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	60	$	116	$	594
Carrying amounts
At December 31, 2021	$	-	$	11	$	11	$	22
At December 31, 2022	$	-	$	6	$	4	$	10
At December 31, 2023	$	-	$	2	$	-	$	2

The depreciation expense of property and equipment amounts to $10,744, $11,784 and $12,357 for the years ended December 31, 2023, 2022 and 2021, respectively.

BOND DEPOSITS

12 Months Ended

Dec. 31, 2023

BOND DEPOSITS

BOND DEPOSITS

NOTE 7 – BOND DEPOSITS

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 8 – INTANGIBLE ASSETS

ADVANCES RELATED PARTY

12 Months Ended

Dec. 31, 2023

ADVANCES RELATED PARTY

NOTE 9 – ADVANCES RELATED PARTY

A total of 2,000,000 shares were issued pursuant to the August 28, 2023 agreement, and the initial $1,000,000 note was converted to stock and the note cancelled.

A subsequent new note was made for operating expenses and was signed October 24, 2023. This new note was for $1,000,000 with maturity October 24, 2023.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2023

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of December 31, 2023 and 2022 consisted of the following:

(In Thousands of US Dollars)
Description	2023		2022
Accounts payable	$	3,023	$	1,697
Accrued liabilities:
Payroll related liabilities		22		232
Other accrued liabilities		5		5
Total accounts payable and accrued liabilities	$	3,050	$	1,934

OPERATING LEASES AND COMMITMENTS

12 Months Ended

Dec. 31, 2023

OPERATING LEASES AND COMMITMENTS

OPERATING LEASES AND COMMITMENTS

NOTE 11 – OPERATING LEASES AND COMMITMENTS

The following table provides the changes in the Corporation’s operating lease right-of-use assets for the year ended December 31, 2023, 2022 and 2021 respectively:

Operation lease right of Use Asset	In Thousands of US Dollars
	2023			2022			2021
Balances January 1	$	158			384			422
Adjustments office lease		-			(4	)		184
Accumulated amortization		(158	)		(222	)		(222	)
Balances December 31	$	-		$	158		$	384

The following table provides the changes in the Corporation’s operating lease liability for the year ended December 31, 2023, 2022 and 2021 respectively:

	In Thousands of US Dollars
Operating Lease Liabilities	2023			2022			2021
Balances as of January 1	$	173		$	391			426
Adjustment office lease		-			(4	)		184
Repayments of lease liability		(176	)		(229	)		(238	)
Interest expense		3			15			19
Balances as of December 31	$	-		$	173		$	391
Lease liability due within one year	$	-		$	173		$	228
Lease Liability long Term		-		$	-		$	163

SHARE CAPITAL

12 Months Ended

Dec. 31, 2023

SHARE CAPITAL

SHARE CAPITAL

NOTE 12 – SHARE CAPITAL

Common shares authorized, issued and related contributed capital by controlling shareholders as of December 31, 2023, 2022 and 2021 were as follows

In Thousands of US Dollars and shares
Description	2023		2022		2021
Authorized:
An unlimited number of common shares, at no par value
Issued, outstanding:
Number of common shares		93,540		90,515		85,546
Dollars	$	173,816	$	171,671	$	165,061

Common Stock

On January 1, 2023, issued 750,000 to Paul Averback as compensation earned and recorded in 2022, but issued in 2023.

On March 13, 2023, issued 100,000 shares to C. Riley for compensation valued at $35,000

The private placement was completed on December 5, 2023, and the company raised $150,000 after deducting fees and other offering expense.

STOCK OPTIONS

12 Months Ended

Dec. 31, 2023

STOCK OPTIONS

STOCK OPTIONS

NOTE 13 – STOCK OPTIONS

	Options outstanding
	Number			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding January 1, 2021		6,500,000		$	1.81		4.87
Expired		(200,000	)		1.81		-
Granted		128,000			1.77		9.48
Outstanding December 31, 2021		6,428,000		$	1.81		3.86

Expired		(20,000	)		3.43		-
Cancelled		(468,000	)		2.03		-
Granted		140,000			0.49		9.94
Outstanding December 31, 2022		6,080,000		$	1.76		2.92
Expired		-			-		-
Cancelled		(580,000	)		1.33		-
Granted		850,000			0.79		9.93
Outstanding December 31, 2023		6,350,000		$	1.67		2.65
Options exercisable		5,600,000		$	1.78		1.69

The fair value of the options granted during the years ended December 31, 2023, 2022 and 2021, was determined using the Binomial Option pricing model using the following weighted average assumptions:

Description	2023			2022			2021
Share price	$	1.30~0.40		$	1.30~0.40			$	1.75~1.83
Exercise price	$	0.30		$	0.38~3.43			$	1.75~1.83
Risk-free interest rate		2.93~3.57	%		2.93~3.57	%			1.60%~1.64	%
Expected volatility		116.39~119.84	%		116.39~119.84	%			107.05%~107.47	%
Expected option life in years		10.0	Yrs		10.0	Yrs			10.	Yrs
Expected dividend yield		-			-				-

SHARE BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

SHARE BASED COMPENSATION

SHARE BASED COMPENSATION

NOTE 14 - SHARE BASED COMPENSATION

In Thousands of US Dollars
Functional Expense Category	2023		2022		2021
General and administrative expense	$	2,126	$	417	$	2,124
Research and development expense		1,231		175		479
Total	$	3,357	$	592	$	2,603

WARRANTS

12 Months Ended

Dec. 31, 2023

WARRANTS

WARRANTS

NOTE 15 - WARRANTS

A detail of warrant activity for the years ended December 31, 2023, 2022 and 2021 is as follows:

Description	Number		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding 1-Jan-21		2,500,000	$	8.00		3.04
Exercised		-		-		-
Granted		2,018,348		2.50		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-21		4,518,348	$	5.54		3.07
Exercised		-		-		-
Granted		4,072,728		2.00		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-22		8,591,076	$	3.86		3.67
Exercised		-		-		-
Granted		575,000		2.00		5.05
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-23		9,166,076	$	3.74		2.82

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 16 - INCOME TAXES

Nymox recognized no provision (recovery) for federal income taxes for the years ended December 31, 2023, 2022 and 2021.

The following table is a reconciliation of effective tax rate:

In Thousands of US Dollars
Description	2023			2022			2021
Net loss for the year, before income taxes	$	(8,844	)	$	(6,576	)	$	(12,537	)
Net loss attributable to the Bahamas		(7,379	)		(5,914	)		(11,781	)
Net loss attributable the United States		(566	)		(662	)		(756	)
Domestic tax rate applicable to the Corporation		21	%		21	%		21	%
Income taxes at domestic tax statutory rate		(119	)		(139	)		(159	)
Change in valuation allowance		119			139			159
Deferred tax provision (recovery)	$	-		$	-		$	-

As of December 31, 2023, 2022 and 2021, deferred tax assets not recognized were as follows:

In Thousands of US Dollars
Description	2023		2022		2021
Tax loss carry forward	$	1,984	$	1,433	$	1,404
Patents capitalized and amortized for tax purposes		-		-		-
Unrecognized deferred tax assets	$	1,984	$	1,433	$	1.404

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2023

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 17 - EARNINGS PER SHARE

Weighted average number of common shares outstanding:

In Thousands of Shares
Description	2023		2022		2021
Issued common shares at January 1		90,515		85,546		77,961
Effect of shares issued		1,172		3,837		4,015
Weighted average number of common shares outstanding at December 31		91,687		89,383		81,976

FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES

12 Months Ended

Dec. 31, 2023

FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES

FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES

NOTE 18 - FINANCIAL INSTRUMENTS FAIR VALUE DISCLOSURES

FINANCE INCOME AND FINANCE COSTS

12 Months Ended

Dec. 31, 2023

FINANCE INCOME AND FINANCE COSTS

FINANCE INCOME AND FINANCE COSTS

NOTE 19 – FINANCE INCOME AND FINANCE COSTS

Finance income and finance costs for the years ended December 31, 2023, 2022 and 2021, are detailed below:

In Thousands of US Dollars
Description	2023			2022			2021
Interest income	$	6		$	1		$	8
Net foreign exchange gain(loss)		1			5			(2	)
Finance income		7			6			6
Financial costs (Interest and bank charges)		(58	)		(28	)		(20	)
Operating lease interest expense		(3	)		(15	)		(19	)
Total finance income and costs	$	(54	)	$	(37	)	$	(33	)

SEGMENT DISCLOSURES

12 Months Ended

Dec. 31, 2023

SEGMENT DISCLOSURES

SEGMENT DISCLOSURES

NOTE 20 - SEGMENT DISCLOSURES

The Corporation operates in one reportable segment, which is the Corporation’s strategic business unit -the research and development of products for the aging population.

Information regarding the geographic reportable segment is as follows:

In Thousands of US Dollars
Description	Canada		United States		Europe
Revenues
2023	$	-	$	-	$	-
2022	$	-	$	-	$	-
2021	$	-	$	-	$	-
Property and equipment
December 31, 2023	$	2	$	-	$	-
December 31, 2022	$	5	$	5	$	-
December 31, 2021	$	10	$	12	$	-

Revenues are attributed to geographic locations based on location of customers. Property and equipment is attributed to geographic locations based on its physical location.

CONCENTRATIONS

12 Months Ended

Dec. 31, 2023

CONCENTRATIONS

CONCENTRATIONS

NOTE 21 - CONCENTRATIONS

Major customers

Customers that accounted for greater than 10% of revenues from sales of goods in any of the last three years were as follows:

In Thousands of US Dollars

Description

2023

2022

2021

Customer A

Customer B

Customer C

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 22- RELATED PARTY TRANSACTIONS

1.	Shares sold to Related Parties (See Notes 9 and 12 above)	$	1,000,000
2.	Notes payable to related party converted to shares (See Notes 9 and 12 above)		1,000,000
3.	Compensation to officers (Value of 3 million shares owed to Paul Averback in 2023 was $1,754,513, and the value of 1.5 million shares owed to Paul Averback for back pay was $1,455,000, in which $2,053,869 was attributable to G&A, and $1,155,644 was attributable to R&D. The value of 100,000 shares to a former executive was $72,096, attributable to G&A, totalling $3,282,409)		3,282,409
	Total Transactions for year	$	5,282,409

Executive officers and directors participate in the Corporation’s stock option plan. Executive officers are covered under the Corporation’s health plan.

Key management personnel compensation is comprised of:

In Thousands of US Dollars
Description	2023		2022		2021
Salary and Compensation	$	157	$	660	$	750
Short-term employee benefits		2		14		14
Stock-based compensation		3,357		412		2,227
Total	$	3,516	$	1,086	$	2,991

Total honorariums earned by the independent directors of the Corporation for participation in Board and Committee meetings were nil for the years ended December 31, 2023, 2022 and 2021, respectively.

The above honorariums payment to directors and professional service fee paid to officers’ related party are part of the company’s G&A expense.

RESEARCH AND DEVELOPMENT EXPENSES

12 Months Ended

Dec. 31, 2023

RESEARCH AND DEVELOPMENT EXPENSES

RESEARCH AND DEVELOPMENT EXPENSES

NOTE 23 – RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses, excluding stock-based compensation, depreciation and lease amortization expenses, allocated to our major research and development programs are as follows:

In Thousands of US Dollars
	For the Year Ended December 31,
Research and Development Program	2023		2022		2021
Research and Development Program	$	-	$	-	$	-
Alzheimer’s Disease: Therapeutics		-		-		4
Anti-Infectives		-		-		-
BPH (Enlarged Prostate) and Prostate Cancer Therapeutics		2,763		3,370		5,944
Tobacco Exposure Tests: NicAlert™ and TobacAlert™		-		-		1
Total	$	2,763	$	3,370	$	5,949

PERSONNEL EXPENSES

12 Months Ended

Dec. 31, 2023

PERSONNEL EXPENSES

PERSONNEL EXPENSES

NOTE 24 - PERSONNEL EXPENSES

A detailed analysis of employee personnel related expenses for the years ended December 31, 2023, 2022 and 2021 is provided below:

In Thousands of US Dollars
Description	2023		2022		2021
Salaries and compensation	$	585	$	1,100	$	1,419
Employer contributions		38		43		49
Short-term employee benefits		7		9		70
Stock-based compensation		3,357		412		2,227
Total	$	3,987	$	1,564	$	3,765

CAPITAL DISCLOSURES AND FINANCIAL RISK

12 Months Ended

Dec. 31, 2023

CAPITAL DISCLOSURES AND FINANCIAL RISK

CAPITAL DISCLOSURES AND FINANCIAL RISK

NOTE 25 - CAPITAL DISCLOSURES AND FINANCIAL RISK

FOREIGN EXCHANGE RISK

12 Months Ended

Dec. 31, 2023

FOREIGN EXCHANGE RISK

FOREIGN EXCHANGE RISK

NOTE 26 - FOREIGN EXCHANGE RISK

We have no significant items exposed to foreign exchange.

An assumed 5% weakening of the US dollar against the Canadian dollar would have had an equal but opposite effect on the amount shown above, on the basis that all other variables remained constant.

CREDIT RISK

12 Months Ended

Dec. 31, 2023

CREDIT RISK

CREDIT RISK

NOTE 27 - CREDIT RISK

At December 31, 2023, the Corporation’s maximum credit exposure corresponded to the carrying amount of cash, and other receivables.

INTEREST RATE RISK

12 Months Ended

Dec. 31, 2023

INTEREST RATE RISK

INTEREST RATE RISK

NOTE 28 - INTEREST RATE RISK

LIQUIDITY RISK

12 Months Ended

Dec. 31, 2023

LIQUIDITY RISK

LIQUIDITY RISK

NOTE 29 - LIQUIDITY RISK

The following are the contractual maturities of financial liabilities:

In Thousands of US Dollars
Description	Carrying Amount		Less than 1 year		1 year to 5 years
Accounts payable and accrued liabilities
December 31, 2023	$	3,050	$	3,050	$	-
December 31, 2022	$	2,107	$	2,107	$	-

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 30 – COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 31 - SUBSEQUENT EVENTS

The remaining $250,000 on the promissory note for $1,000,000 the was signed on October 23, 2023, was received on January 15, 2024.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

Consolidation

power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);

exposure, or rights, to variable returns from its involvement with the investee; and

The ability to use its power over the investee to affect its returns.

All intra-group transactions, balances, income, expenses and unrealized gains and losses on transactions between Group companies are eliminated in full.

Financial instruments

Financial assets

Financial liabilities

Share capital

Common shares are classified as equity. Incremental costs attributable to the issuance of common shares are recognized as an increase to deficit.

Inventory

Property and equipment

The estimated useful lives for the current and comparative periods are represented by the following estimated useful lives:

Asset Classification		Useful life

Laboratory equipment		5 years
Computer equipment		3 years
Office equipment and fixtures		5 years

Depreciation methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Research and development expenditures

Amortization

Amortization is calculated on the cost of the asset, less its residual value. Amortization methods, useful lives and residual values are reviewed on an ongoing basis and adjusted if appropriate.

Impairment

Indefinite lived intangibles are subject an assessment for impairment at each reporting date.

Financial assets impairment

Non-financial assets impairment

Revenue recognitions

Upfront payments

Milestone payments

Revenue subject to the achievement of milestones is recognized only when the specified events have occurred, and collectability is reasonably assured.

The company does not have any upfront payments, milestone payments or license revenue for the years ended December 31, 2023, 2022 and 2021.

IFRS 15, Revenue from Contracts with Customers

The Corporation has adopted this standard in these financial statements yet determined that there is no impact on reported results of operations from its implementation.

Sale of goods

Foreign currency

Foreign exchange loss and gain are reported on a net basis, within finance costs or finance income.

Stock-based compensation

Employee benefits

Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

Summary of Property and equipment estimated useful lives

Asset Classification		Useful life

Laboratory equipment		5 years
Computer equipment		3 years
Office equipment and fixtures		5 years

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (Tables)

12 Months Ended

Dec. 31, 2023

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

Schedule of accounting standards

Standard or Interpretation		IASB Effective Date (Annual periods beginning on or after)
IFRS 03	Reference to Conceptual Framework (Amendments)	01 January 2022
IFRS 09	Financial Instruments – Fees in the ‘10 percent’ test for derecognition of financial liabilities	01 January 2022
IFRS 10/IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendment)	Not Yet Finalized
IAS 01	Classification of Liabilities as Current or Non-current liabilities (Amendments)	01 January 2022*
IAS 16	Proceeds before Intended Use (Amendments)	01 January 2022
IAS 37	Onerous Contracts – Costs of Fulfilling a Contract (Amendments)	01 January 2022

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT

Schedule of property and equipment

In Thousands of US Dollars
	Laboratory Equipment		Computer Equipment		Office Equipment		Total
Cost
Balance at January 1, 2021	$	418	$	56	$	113	$	587
Additions		-		3		3		6
Disposals		-		-		-		-
Balance at December 31, 2021		418	$	59	$	116	$	593
Additions		-		-		-		-
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	59	$	116	$	593
Additions		-		3		-		3
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	62	$	116	$	596

Accumulated depreciation
Balance at January1, 2021		418		41		100	$	559
Depreciation for the year		-		7		5		12
Disposals		-		-		-		-
Balance at December 31, 2021	$	418	$	48	$	105	$	571
Depreciation for the year		-		5		7		12
Disposals		-		-		-		-
Balance at December 31, 2022		418	$	53	$	112	$	583
Depreciation for the year		-		7		4		11
Disposals		-		-		-		-
Balance at December 31, 2023	$	418	$	60	$	116	$	594
Carrying amounts
At December 31, 2021	$	-	$	11	$	11	$	22
At December 31, 2022	$	-	$	6	$	4	$	10
At December 31, 2023	$	-	$	2	$	-	$	2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of Accounts Payable and Accrued Liabilities

(In Thousands of US Dollars)
Description	2023		2022
Accounts payable	$	3,023	$	1,697
Accrued liabilities:
Payroll related liabilities		22		232
Other accrued liabilities		5		5
Total accounts payable and accrued liabilities	$	3,050	$	1,934

OPERATING LEASES AND COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2023

OPERATING LEASES AND COMMITMENTS

Summary of Operating lease right-of-use assets

Operation lease right of Use Asset	In Thousands of US Dollars
	2023			2022			2021
Balances January 1	$	158			384			422
Adjustments office lease		-			(4	)		184
Accumulated amortization		(158	)		(222	)		(222	)
Balances December 31	$	-		$	158		$	384

Summary of operating lease liability

	In Thousands of US Dollars
Operating Lease Liabilities	2023			2022			2021
Balances as of January 1	$	173		$	391			426
Adjustment office lease		-			(4	)		184
Repayments of lease liability		(176	)		(229	)		(238	)
Interest expense		3			15			19
Balances as of December 31	$	-		$	173		$	391
Lease liability due within one year	$	-		$	173		$	228
Lease Liability long Term		-		$	-		$	163

SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2023

SHARE CAPITAL

Summary of Common shares authorized, issued and related contributed capital by controlling shareholders

In Thousands of US Dollars and shares
Description	2023		2022		2021
Authorized:
An unlimited number of common shares, at no par value
Issued, outstanding:
Number of common shares		93,540		90,515		85,546
Dollars	$	173,816	$	171,671	$	165,061

STOCK OPTIONS (Tables)

12 Months Ended

Dec. 31, 2023

STOCK OPTIONS

Summary of Stock option award

	Options outstanding
	Number			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding January 1, 2021		6,500,000		$	1.81		4.87
Expired		(200,000	)		1.81		-
Granted		128,000			1.77		9.48
Outstanding December 31, 2021		6,428,000		$	1.81		3.86

Expired		(20,000	)		3.43		-
Cancelled		(468,000	)		2.03		-
Granted		140,000			0.49		9.94
Outstanding December 31, 2022		6,080,000		$	1.76		2.92
Expired		-			-		-
Cancelled		(580,000	)		1.33		-
Granted		850,000			0.79		9.93
Outstanding December 31, 2023		6,350,000		$	1.67		2.65
Options exercisable		5,600,000		$	1.78		1.69

Summary of Fair value of options granted

Description	2023			2022			2021
Share price	$	1.30~0.40		$	1.30~0.40			$	1.75~1.83
Exercise price	$	0.30		$	0.38~3.43			$	1.75~1.83
Risk-free interest rate		2.93~3.57	%		2.93~3.57	%			1.60%~1.64	%
Expected volatility		116.39~119.84	%		116.39~119.84	%			107.05%~107.47	%
Expected option life in years		10.0	Yrs		10.0	Yrs			10.	Yrs
Expected dividend yield		-			-				-

SHARE BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

SHARE BASED COMPENSATION

Summary of stock option-based compensation expense

In Thousands of US Dollars
Functional Expense Category	2023		2022		2021
General and administrative expense	$	2,126	$	417	$	2,124
Research and development expense		1,231		175		479
Total	$	3,357	$	592	$	2,603

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

WARRANTS

Summary of Warrants outstanding

Description	Number		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding 1-Jan-21		2,500,000	$	8.00		3.04
Exercised		-		-		-
Granted		2,018,348		2.50		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-21		4,518,348	$	5.54		3.07
Exercised		-		-		-
Granted		4,072,728		2.00		-
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-22		8,591,076	$	3.86		3.67
Exercised		-		-		-
Granted		575,000		2.00		5.05
Expired		-		-		-
Cancelled		-		-		-
Outstanding 31-Dec-23		9,166,076	$	3.74		2.82

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAXES

Summary of Effective tax rate

In Thousands of US Dollars
Description	2023			2022			2021
Net loss for the year, before income taxes	$	(8,844	)	$	(6,576	)	$	(12,537	)
Net loss attributable to the Bahamas		(7,379	)		(5,914	)		(11,781	)
Net loss attributable the United States		(566	)		(662	)		(756	)
Domestic tax rate applicable to the Corporation		21	%		21	%		21	%
Income taxes at domestic tax statutory rate		(119	)		(139	)		(159	)
Change in valuation allowance		119			139			159
Deferred tax provision (recovery)	$	-		$	-		$	-

Summary of Unrecognized deferred tax assets

In Thousands of US Dollars
Description	2023		2022		2021
Tax loss carry forward	$	1,984	$	1,433	$	1,404
Patents capitalized and amortized for tax purposes		-		-		-
Unrecognized deferred tax assets	$	1,984	$	1,433	$	1.404

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

EARNINGS PER SHARE

Schedule of weighted average number of share

In Thousands of Shares
Description	2023		2022		2021
Issued common shares at January 1		90,515		85,546		77,961
Effect of shares issued		1,172		3,837		4,015
Weighted average number of common shares outstanding at December 31		91,687		89,383		81,976

FINANCE INCOME AND FINANCE COSTS (Tables)

12 Months Ended

Dec. 31, 2023

FINANCE INCOME AND FINANCE COSTS

Summary of Finance income and finance cots

In Thousands of US Dollars
Description	2023			2022			2021
Interest income	$	6		$	1		$	8
Net foreign exchange gain(loss)		1			5			(2	)
Finance income		7			6			6
Financial costs (Interest and bank charges)		(58	)		(28	)		(20	)
Operating lease interest expense		(3	)		(15	)		(19	)
Total finance income and costs	$	(54	)	$	(37	)	$	(33	)

SEGMENT DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2023

SEGMENT DISCLOSURES

Summary of Geographic reportable segment

In Thousands of US Dollars
Description	Canada		United States		Europe
Revenues
2023	$	-	$	-	$	-
2022	$	-	$	-	$	-
2021	$	-	$	-	$	-
Property and equipment
December 31, 2023	$	2	$	-	$	-
December 31, 2022	$	5	$	5	$	-
December 31, 2021	$	10	$	12	$	-

CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2023

CONCENTRATIONS

Summary of revenues from sales

In Thousands of US Dollars

Description

2023

2022

2021

Customer A

Customer B

Customer C

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Summary of related party transactions

1.	Shares sold to Related Parties (See Notes 9 and 12 above)	$	1,000,000
2.	Notes payable to related party converted to shares (See Notes 9 and 12 above)		1,000,000
3.	Compensation to officers (Value of 3 million shares owed to Paul Averback in 2023 was $1,754,513, and the value of 1.5 million shares owed to Paul Averback for back pay was $1,455,000, in which $2,053,869 was attributable to G&A, and $1,155,644 was attributable to R&D. The value of 100,000 shares to a former executive was $72,096, attributable to G&A, totalling $3,282,409)		3,282,409
	Total Transactions for year	$	5,282,409

Summary of Key management personnel compensation

In Thousands of US Dollars
Description	2023		2022		2021
Salary and Compensation	$	157	$	660	$	750
Short-term employee benefits		2		14		14
Stock-based compensation		3,357		412		2,227
Total	$	3,516	$	1,086	$	2,991

RESEARCH AND DEVELOPMENT EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

RESEARCH AND DEVELOPMENT EXPENSES

Summary of Research and development expenses

In Thousands of US Dollars
	For the Year Ended December 31,
Research and Development Program	2023		2022		2021
Research and Development Program	$	-	$	-	$	-
Alzheimer’s Disease: Therapeutics		-		-		4
Anti-Infectives		-		-		-
BPH (Enlarged Prostate) and Prostate Cancer Therapeutics		2,763		3,370		5,944
Tobacco Exposure Tests: NicAlert™ and TobacAlert™		-		-		1
Total	$	2,763	$	3,370	$	5,949

PERSONNEL EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

PERSONNEL EXPENSES

Summary of personnel related expenses

In Thousands of US Dollars
Description	2023		2022		2021
Salaries and compensation	$	585	$	1,100	$	1,419
Employer contributions		38		43		49
Short-term employee benefits		7		9		70
Stock-based compensation		3,357		412		2,227
Total	$	3,987	$	1,564	$	3,765

LIQUIDITY RISK (Tables)

12 Months Ended

Dec. 31, 2023

LIQUIDITY RISK

Summary of Contractual maturities of financial liabilities

In Thousands of US Dollars
Description	Carrying Amount		Less than 1 year		1 year to 5 years
Accounts payable and accrued liabilities
December 31, 2023	$	3,050	$	3,050	$	-
December 31, 2022	$	2,107	$	2,107	$	-

SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2023
Office Equipment And Fixtures [Member]
Statement [Line Items]
Property and equipment estimated useful lives	5
Laboratory Equipment [Member]
Statement [Line Items]
Property and equipment estimated useful lives	5
Computer Equipment [member]
Statement [Line Items]
Property and equipment estimated useful lives	3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Dec. 31, 2023 USD ($)
January 1, 2019 [Member]
Statement [Line Items]
Immaterial cumulative adjustment	$ 11,667

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Beginning balance	$ 593	$ 593	$ 587
Additions	3	0	6
Disposals	0	0	0
Ending balance	596	593	593
Accumulated depreciation, beginning balance	583	571	559
Accumulated depreciation, depreciation for the year	11	12	12
Accumulated depreciation, Disposals for the year	0	0	0
Accumulated depreciation, ending balance	594	583	571
Carrying value of property and equipment	2	10	22
Office equipment [member]
Statement [Line Items]
Beginning balance	116	116	113
Additions	0	0	3
Disposals	0	0	0
Ending balance	116	116	116
Accumulated depreciation, beginning balance	112	105	100
Accumulated depreciation, depreciation for the year	4	7	5
Accumulated depreciation, Disposals for the year	0	0	0
Accumulated depreciation, ending balance	116	112	105
Carrying value of property and equipment	0	4	11
Laboratory Equipment [Member]
Statement [Line Items]
Beginning balance	418	418	418
Additions	0	0	0
Disposals	0	0	0
Ending balance	418	418	418
Accumulated depreciation, beginning balance	418	418	418
Accumulated depreciation, depreciation for the year	0	0	0
Accumulated depreciation, ending balance	418	418	418
Carrying value of property and equipment	0	0	0
Accumulated depreciation, Disposals for the year	0	0	0
Computer equipment [member]
Statement [Line Items]
Beginning balance	59	59	56
Additions	3	0	3
Disposals	0	0	0
Ending balance	62	59	59
Accumulated depreciation, beginning balance	53	48	41
Accumulated depreciation, depreciation for the year	7	5	7
Accumulated depreciation, Disposals for the year	0	0	0
Accumulated depreciation, ending balance	60	53	48
Carrying value of property and equipment	$ 2	$ 6	$ 11

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT
Depreciation expense of property and equipment	$ 10,744	$ 11,784	$ 12,357

BOND DEPOSITS (Details Narrative)	Dec. 31, 2023 USD ($)
BOND DEPOSITS
Bond deposits	$ 500,000

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Accumulated amortization	$ 158,000	$ 237,000	$ 242,000
Intellectual Property Rights [Member]
Statement [Line Items]
Intangible assets	2,222,661	2,222,661	2,222,661
Accumulated amortization	$ 2,222,661	$ 2,222,661	$ 2,222,661

ADVANCES RELATED PARTY (Details Narrative) - USD ($)		1 Months Ended				12 Months Ended
ADVANCES RELATED PARTY (Details Narrative) - USD ($)	Oct. 11, 2023	Oct. 31, 2023	Oct. 24, 2023	Aug. 28, 2023	Apr. 17, 2023	Dec. 31, 2023	Mar. 31, 2022
Statement [Line Items]
Share price per share							$ 2.06
Notes payable related parties [Member]
Statement [Line Items]
Remittances and accrued interest for new note						As of December 31, 2023 a total of $750,000 was received under the second note and the accrued interest was 15,479
Issue of initial note			$ 1,000,000		$ 1,000,000
Additional investment				1,000,000
Share price per share				$ 1.00
Number of share issue				2,000,000
Conversion of note				$ 1,000,000
Initial remittance receive	$ 500,000
Remittance receive		$ 250,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 3,023	$ 1,697
Payroll related liabilities	22	232
Other accrued liabilities	5	5
Total accounts payable and accrued liabilities	$ 3,050	$ 1,934

OPERATING LEASES AND COMMITMENT (Details) - USD ($)	12 Months Ended
OPERATING LEASES AND COMMITMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Begininng balance	$ 158,000	$ 384,000	$ 422,000
Adjustments office lease	0	(4,000)	184,000
Accumulated amortization	(158,000)	(222,000)	(222,000)
Ending balance	$ 0	$ 158,000	$ 384,000

OPERATING LEASES AND COMMITMENT (Details 1) - USD ($)	12 Months Ended
OPERATING LEASES AND COMMITMENT (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Beginning balance	$ 173,000	$ 391,000	$ 426,000
Adjustments office lease	0	(4,000)	184,000
Repayments of lease liability	(176,000)	(229,000)	(238,000)
Interest expense	3,000	15,000	19,000
Ending balance	0	173,000	391,000
Lease liability due within one year	0	173,000	228,000
Lease liability long term	$ 0	$ 0	$ 163,000

OPERATING LEASES AND COMMITMENT (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Operating lease liability		$ 172,942	$ 391,459
Future payment amount		$ 175,910	$ 409,279
January 1, 2019 [Member]
Statement [Line Items]
Immaterial cumulative adjustment	$ 11,667

SHARE CAPITAL (Details) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SHARE CAPITAL
Share capital, shares outstanding	93,540	90,515	85,546
Number of common shares, value	$ 173,816	$ 171,671	$ 165,061

SHARE CAPITAL (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
SHARE CAPITAL (Details Narrative) - USD ($)	Aug. 09, 2023	Nov. 21, 2023	Aug. 29, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 13, 2023	Jan. 01, 2023
Statement [Line Items]
Gross proceeds from share issued				$ 1,150,000	$ 6,007,000	$ 7,283,000
Paul [Member]
Statement [Line Items]
Common share issued								750,000
C. Riley [Member]
Statement [Line Items]
Common share issued							100,000
Common share issued value							$ 35,000
J. Robinson [Member]
Statement [Line Items]
Common share issued	1,000,000
Common share issued value	$ 1,000,000
Stock subscription price	$ 1
Private Placements [Member]
Statement [Line Items]
Private placement agreement description	company entered into an agreement with an investor in a private placement of US $2.0 million for 2 million shares at a combined purchase price of $1.00 per share with 500,000 warrants
Warrant exercise price			$ 2.00
Warrant expiry description			excisable and will expire 6 years from the effective date
Common share issued during period		175,000
Common stock purchase price		$ 1.00
Gross proceeds from share issued		$ 175,000
Company raise fund for general corporate purposes		$ 150,000

STOCK OPTIONS (Details) - Stock Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Number of outstanding balance, Beginning balance	6,080,000	6,428,000	6,500,000
Expired		(20,000)	(200,000)
Cancelled	(580,000)	(468,000)
Granted	850,000	140,000	128,000
Number of outstanding balance, Ending balance	6,350,000	6,080,000	6,428,000
Options exercisable	5,600,000
Weighted average exercise price, Beginning balance	$ 1.76	$ 1.81	$ 1.81
Weighted average exercise price, Expired	0	3.43	1.81
Weighted average exercise price, Cancelled	1.33	2.03
Weighted average exercise price, Granted	0.79	0.49	1.77
Weighted average exercise price, Ending balance	1.67	$ 1.76	$ 1.81
Weighted average exercise price, Options exercisable	$ 1.78
Weighted average remaining contractual life (in years) Outstanding, Begging balance	2 years 11 months 1 day	3 years 10 months 9 days	4 years 10 months 13 days
Weighted average remaining contractual life (in years), Granted	9 years 11 months 4 days	9 years 11 months 8 days	9 years 5 months 23 days
Weighted average remaining contractual life (in years) Outstanding, Ending balance	2 years 7 months 24 days	2 years 10 months 24 days	3 years 10 months 10 days
Weighted average remaining contractual life options exercisable (in years)	1 year 8 months 8 days

STOCK OPTIONS (Details 1) - $ / shares	12 Months Ended
STOCK OPTIONS (Details 1) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Exercise price	$ 0.30
Expected option life in years	10 years	10 years	10 years
Minimum [Member]
Statement [Line Items]
Share price	$ 0.40	$ 0.40	$ 1.75
Exercise price		$ 0.38	$ 1.75
Risk-free interest rate	2.93%	2.93%	1.60%
Expected volatility	116.39%	116.39%	107.05%
Maximum [Member]
Statement [Line Items]
Share price	$ 1.30	$ 1.30	$ 1.83
Exercise price		$ 3.43	$ 1.83
Risk-free interest rate	3.57%	3.57%	1.64%
Expected volatility	119.84%	119.84%	107.47%

STOCK OPTIONS (Details Narrative) - $ / shares	12 Months Ended
STOCK OPTIONS (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
STOCK OPTIONS
Maximum number of share available for stock option	15,000,000
Issued and outstanding common shares perctange	15.00%
Stock option granted	8,650,000
Weighted average grant-date fair value	$ 0.37	$ 0.37

SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands	12 Months Ended
SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Research and development expense	$ 3,994	$ 3,773	$ 6,658
Total	3,357	593	2,603
Stock Option [Member]
Statement [Line Items]
General and administrative expense	2,126	417	2,124
Research and development expense	1,231	175	479
Total	$ 3,357	$ 592	$ 2,603

SHARE BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
SHARE BASED COMPENSATION (Details Narrative) - USD ($)	Jul. 31, 2015	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Jul. 17, 2015
Statement [Line Items]
Fair value per share				$ 2.06
Dr. Averback [Member]
Statement [Line Items]
Back pay and share valuation for Dr. Averback description		Dr. Averback is owed 1.5 Million restricted shares as back pay, at a value of $1,455,000. The value of these shares totals $3,209,513, in which $2,053,869 was attributable to G&A, and $1,155,644 was attributable to R&D
Receive of bonus		$ 157,000
Restricted shares contract value		1,754,513
Restricted shares granted	3,000,000
Equity compensation reward		$ 157,000
Restricted shares granted monthly	250,000
Total rerestricted shares granted					21,000,000
Proceeds from issuance of shares	$ 6,400,000
Fair value per share					$ 1.36
Compensation expense			$ 86,749

WARRANTS (Details) - Warrants [Member] - $ / shares	12 Months Ended
WARRANTS (Details) - Warrants [Member] - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Number of outstanding balance, Beginning	8,591,076	4,518,348	2,500,000
Granted	575,000	4,072,728	2,018,348
Number of outstanding balance, Ending	9,166,076	8,591,076	4,518,348
Weighted average exercise price, Beginning	$ 3.86	$ 5.54	$ 8.00
Weighted average exercise price, Granted	2.00	2.00	2.50
Weighted average exercise price, Ending	$ 3.74	$ 3.86	$ 5.54
Weighted average remaining contractual life (in years), Ending	2 years 9 months 25 days	3 years 8 months 1 day	3 years 25 days
Weighted average remaining contractual life (in years), granted	5 years 18 days
Weighted average remaining contractual life (in years), Beginning	3 years 8 months 1 day	3 years 26 days	3 years 14 days

WARRANTS (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
WARRANTS (Details Narrative) - USD ($)	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2023
Statement [Line Items]
Warrants issued	193,939
Warrant exercise price per share	$ 2.06
Additional paid in capital	$ 1,741,475
Private Placements [Member]
Statement [Line Items]
Warrant exercise expiring term	five year	five-year	five-year
Warrants issued	3,878,789	500,000	75,000
Warrant exercise price per share	$ 2.00	$ 2.00	$ 1.50

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Net loss for the year, before income taxes	$ (8,844)	$ (6,576)	$ (12,537)
Domestic tax rate applicable to the Corporation	21.00%	21.00%	21.00%
Income taxes at domestic tax statutory rate	$ (119)	$ (139)	$ (159)
Change in valuation allowance	119	139	159
Deferred tax provision (recovery)	0	0	0
Bahamas [Member]
Statement [Line Items]
Net loss for the year, before income taxes	(7,379)	(5,914)	(11,781)
United States [Member]
Statement [Line Items]
Net loss for the year, before income taxes	$ (566)	$ (662)	$ (756)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Tax loss carry forward	$ 1,984,000	$ 1,433,000	$ 1,404,000
Patents capitalized and amortized for tax purposes	0	0	0
Unrecognized deferred tax assets	$ 1,984,000	$ 1,433,000	$ 1,404

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2015
INCOME TAXES
Canadian research tax credit carryforwards		$ 1,686,270
Net operating loss carry-forwards	$ 7,946,531
Canadian loss carryforwards		$ 55,850,632
Maximum future annual taxable income percentage	80.00%

EARNINGS PER SHARE (Details) - shares shares in Thousands	12 Months Ended
EARNINGS PER SHARE (Details) - shares shares in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
EARNINGS PER SHARE
Issued common shares at January 1	90,515	85,546	77,961
Effect of shares issued	1,172	3,837	4,015
Weighted average number of common shares outstanding at December 31	91,687	89,383	81,976

EARNINGS PER SHARE (Details Narrative) - USD ($)	12 Months Ended
EARNINGS PER SHARE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
EARNINGS PER SHARE
Exercise of options and warrants	$ 20,000
Net loss	$ (8,844,000)	$ (6,576,000)	$ (12,537,000)
Basic and diluted loss per share	$ (0.10)	$ (0.07)	$ (0.15)

FINANCE INCOME AND FINANCE COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
FINANCE INCOME AND FINANCE COSTS
Interest income	$ 6	$ 1	$ 8
Net foreign exchange gain(loss)	1	5	(2)
Finance income	7	6	6
Interest and bank charges	(58)	(28)	(20)
Operation lease interest expense	(3)	(15)	(19)
Total finance income and costs	$ (54)	$ (37)	$ (33)

SEGMENT DISCLOSURES (Details) - USD ($) $ in Thousands	12 Months Ended
SEGMENT DISCLOSURES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Revenue		$ 0	$ 0
Property and equipment	$ 2	10
United States [Member]
Statement [Line Items]
Revenue	0	0	0
Property and equipment	0	5	12
Europe [Member]
Statement [Line Items]
Revenue	0	0	0
Property and equipment	0	0	0
Canada [Member]
Statement [Line Items]
Revenue	0	0	0
Property and equipment	$ 2	$ 5	$ 10

CONCENTRATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
CONCENTRATIONS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Revenue From Sale Of Goods		$ 0	$ 0
Customer B [Member]
Statement [Line Items]
Revenue From Sale Of Goods	$ 0	0	0
Customer C [Member]
Statement [Line Items]
Revenue From Sale Of Goods	0	0	0
Customer A [Member]
Statement [Line Items]
Revenue From Sale Of Goods	$ 0	$ 0	$ 0

RELATED PARTY TRANSACTIONS (Details) - Directors [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement [Line Items]
Shares sold to Related Parties	$ 1,000,000,000
Notes payable to related party converted to shares	1,000,000,000
Compensation to officers	3,282,409,000
Related party transactions	$ 5,282,409,000

RELATED PARTY TRANSACTIONS (Details 1) - Directors [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Salary and Compensation	$ 157	$ 660	$ 750
Short-term employee benefits	2	14	14
Stock-based compensation	3,357	412	2,227
Total	$ 3,516	$ 1,086	$ 2,991

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2023	Oct. 11, 2023
Chief Financial Officers [Member]
Statement [Line Items]
Salary compensation	$ 62,500
Amounts paid contract for services	46,066
Corporate Legal Counsel [Member]
Statement [Line Items]
Amounts paid contract for services	$ 141,717	$ 496,450	$ 435,289
James G. Robinson [Member]
Statement [Line Items]
Short-term loan agreement, Description	The principal amount of the loan is $1,000,000 of which $500,000 was received on April 25, 2023, $250,000 was received on June 5, 2023 and $250,000 was received on July 3, 2023
First loan payment received					$ 500,000
Second loan payment received				$ 250,000
Original loan amount	$ 1,000,000
Debt conversion of common stock	1,000,000

RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Research and development expenses	$ 2,763	$ 3,370	$ 5,949
Alzheimer's Disease Therapeutics [Member]
Statement [Line Items]
Research and development expenses	0	0	4
Anti-Infectives [Member]
Statement [Line Items]
Research and development expenses	0	0	0
BPH (Enlarged Prostate) and Prostate Cancer Therapeutics [Member]
Statement [Line Items]
Research and development expenses	2,763	3,370	5,944
Tobacco Exposure Tests [Member]
Statement [Line Items]
Research and development expenses	0	0	1
Research and Development Program [Member]
Statement [Line Items]
Research and development expenses	$ 0	$ 0	$ 0

PERSONNEL EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
PERSONNEL EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PERSONNEL EXPENSES
Salaries	$ 585	$ 1,100	$ 1,419
Employer contributions	38	43	49
Short-term employee benefits	7	9	70
Stock-based compensation	3,357	412	2,227
Total	$ 3,987	$ 1,564	$ 3,765

CAPITAL DISCLOSURES AND FINANCIAL RISK (Details Narrative)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CAPITAL DISCLOSURES AND FINANCIAL RISK
Denominated percentages of expenses	97.00%	97.00%	97.00%

FOREIGN EXCHANGE RISK (Details Narrative)	12 Months Ended
FOREIGN EXCHANGE RISK (Details Narrative)	Dec. 31, 2023
FOREIGN EXCHANGE RISK
Description of functional currency exposures	foreign exchange rates to reflect a 5% strengthening of the US dollar would have decreased the net loss for the year ended December 31, 2023 by approximately $9,957, assuming that all other variables remained constant

CREDIT RISK (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CREDIT RISK
Trade accounts receivable	$ 0	$ 0	$ 0

INTEREST RATE RISK (Details Narrative)	12 Months Ended
INTEREST RATE RISK (Details Narrative)	Dec. 31, 2023
INTEREST RATE RISK
Increase decrease interest rates percentage description	Based on the value of variable interest-bearing cash during the year ended December 31, 2023, an assumed 0.5% increase or 0.5% decrease in interest rates during such period would have had no significant effect on the net loss

LIQUIDITY RISK (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement [Line Items]
Trade accounts payable and accrued liabilities	$ 3,050	$ 1,934
Less than 1 year [Member]
Statement [Line Items]
Trade accounts payable and accrued liabilities	3,050	2,107
1 year to 5 years [Member]
Statement [Line Items]
Trade accounts payable and accrued liabilities	0	0
Carrying amount [member]
Statement [Line Items]
Trade accounts payable and accrued liabilities	$ 3,050	$ 2,107