Exhibit 99.1

MANAGEMENT'S DISCUSSION AND ANALYSIS
(in US dollars)

This is Management’s discussion and analysis (“MD&A”) comments on the Corporation’s operations, performance and financial condition as at and for the three and six months ended June 30, 2015, 2014 and 2013. This MD&A should be read together with the unaudited condensed interim Consolidated Financial Statements and the related notes. This MD&A is dated August 24, 2015. 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 unaudited condensed interim Consolidated Financial Statements has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The unaudited condensed interim 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.

Overview

Corporate Profile

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. Since 1989, the Corporation’s activities and resources have been directed primarily on developing certain pharmaceutical technologies. Since 2002, Nymox has been developing its novel proprietary drug candidate, NX-1207, for the treatment of benign prostatic hyperplasia (“BPH”). In December 2010, the Corporation signed a license and collaboration agreement with Recordati, a European pharmaceutical group, for the development and commercialization of NX-1207 for BPH in Europe including Russia and the CIS, the Middle East, the Maghreb area of North Africa and South Africa. After the top-line statistical failure of Nymox’s U.S. Phase 3 studies NX02-0017 and NX02-0018 at 12 months post-treatment, Recordati has terminated development and commercialization efforts for NX-1207 in the licensed territories. NX-1207 showed positive results for the treatment of BPH in Phase 1 and 2 clinical trials in the U.S. and in follow-up studies of available subjects from the completed clinical trials. In 2009, Nymox started two pivotal double blind placebo controlled Phase 3 trials for NX-1207, NX02-0017 and NX02-0018, that were conducted at investigational sites across the U.S. with a total enrollment of approximately 1,000 patients. Nymox also initiated subsequent open-label U.S. re-injection Phase 3 safety studies, NX02-0020 and NX02-0022. The NX02-0017 study completed patient enrollment and participation in December 2013 and the NX02-0018 study in May 2014. 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 is in the process of further data analysis and assessments of the two studies, and expects to continue its efforts to work on the development program. Nymox is also developing NX-1207 for the treatment of low-grade localized prostate cancer. A Phase 2 study of NX-1207 for low grade localized prostate cancer was started in 2012 with positive results reported in 2014. The Corporation is in the process of working towards definitive studies for this indication. The Corporation also has an extensive patent portfolio covering its marketed products, its investigational drug as well as other therapeutic and diagnostic indications. Nymox developed the AlzheimAlert™ test, which is certified with a CE Mark in Europe. Nymox developed and markets NicAlert™ and TobacAlert™; which are tests that use urine or saliva to detect use of and exposure to tobacco products. NicAlert™ has received clearance from the FDA and is also certified with a CE Mark in Europe. TobacAlert™ is the first test of its kind to accurately measure second and third hand smoke exposure in individuals.

The Corporation is subject to a number of risks, including the successful development and marketing of its technologies and its ability to finance its research and development programs and operations through the sale of its common shares. Since 2003, the Corporation has relied on the Common Stock Private Purchase Agreement (the ‘Agreement’) (referred to in note 9 (a) to the condensed interim Consolidated Financial Statements), private placements and other types of financings collaboration agreements, and revenues from product sales to fund its operations and research programs. In order to achieve its business plan and the realization of its assets and liabilities in the normal course of operations, the Corporation anticipates the need to raise additional debt or capital in the near term and/or achieve sales and other revenue-generating activities. Management has taken steps to reduce expenditures going forward in the short term by staff reductions, deferral of management salaries, and operational changes.

The top-line failure of the two Phase 3 studies of NX-1207 for BPH materially affects the Corporation’s current ability to fund its operations, meet its cash flow requirements, realize its assets and discharge its obligations. Under the Common Stock Private Purchase Agreement, the Corporation must adhere to general covenants in order to draw on its facility, including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the Agreement, with respect to the business and operations of the Corporation. In the past, the Corporation has been successful in obtaining the required financing pursuant to the Agreement. As of the date of the financial statements, the Corporation has not received any communication from the counterparty in the Agreement that it will not honor the Corporation`s future draw-down notices under

the Agreement or that it intends to terminate the Agreement. On April 28, 2015 and on May 26, the Corporation completed two drawdowns of $600,000 and $350,000 pursuant to this Agreement.

Management believes that current cash balances as at June 30, 2015 and anticipated funds from product sales are not sufficient to fund substantially all of its planned business operations and research and development programs over the next year. The Corporation intends to access financing through the existing Common Stock Private Purchase Agreement and/or other sources of capital in order to fund these operations and activities over the next year.

If the purchaser does not purchase the Corporation`s common shares as provided for under the Agreement, or if the Agreement is not renewed, the Corporation will have to seek other sources of financing in order to be able to pay its obligations as they become due, which could have an impact on its ability to continue as a going concern. 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. 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.

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.

On April 23, 2015, the shareholders approved the transfer of the Corporation’s head office and domicile from Quebec, Canada to the Bahamas.

Risk Factors

The business activities of the Corporation since inception have been devoted principally to research and development. Accordingly, the Corporation has had limited revenues from sales and has not been profitable to date. We refer to the Risk Factors section of our Form 20-F filed on EDGAR and on SEDAR for a discussion of the management and investment issues that affect the Corporation and our industry. The risk factors that could have an impact on the Corporation’s financial results are summarized as follows:

Our Clinical Trials for Our Therapeutic Products in Development, Such as NX-1207, May Not be Successful and We May Not Receive the Required Regulatory Approvals Necessary to Commercialize These Products
Our Clinical Trials for Certain Of Our Therapeutic Products May Be Delayed, Making it Impossible to Achieve Anticipated Development or Commercialization Timelines And Our Development of NX-1207 Has Been Delayed Due to Negative Results In Phase III Clinical Trials
A Setback in Any of Our Clinical Trials Would Likely Cause a 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
We May Not Achieve our Projected Development Goals in the Time Frames We Announce and Expect
Even If We Obtain Regulatory Approvals for Our Product Candidates, We Will be Subject to Stringent Ongoing Government Regulation
It is Uncertain When, if Ever, We Will Make a Profit
We Will Require Additional Funding to Continue as a Going Concern
Our Ability to Draw on the Common Stock Private Purchase Agreement, Which Expires in November 2015, is Dependent on Adhering to General Covenants
We Have Identified a Material Weakness in our Internal Control over Financial Reporting. Although We Expect to Make Every Effort to Address this Material Weakness, We May Find that We are Unable to Remediate this Deficiency in our Control Environment, Which Could Reduce the Reliability of Our Financial Reporting, Harm Investor Confidence in our Company and Affect the Value of our Common Stock.
We Face Challenges in Developing, Manufacturing and Improving Our Products
Our Products and Services May Not Receive Necessary Regulatory Approvals
We Face Significant and Growing Competition
We May Not Be Able to Successfully Market Our Products
Protecting Our Patents and Proprietary Information is Costly and Difficult
We Face Changing Market Conditions
Health Care Plans May Not Cover or Adequately Pay for Our Products and Services
We Are Subject to Continuing Potential Product Liability Risks, Which Could Cost Us Material Amounts of Money
We Have Become Involved in Securities Class Action Litigation That is Expected to Divert Management’s Attention and Could Harm our Business
The Issuance of New Shares May Dilute Nymox’s Stock
If We Fail to Regain Compliance With the Requirements for Continued Listing on The NASDAQ Stock Market, Our Common Shares Could be Delisted from Trading on the NASDAQ Stock Market, Which Would Adversely Affect the Liquidity of Our Common Shares and Our Ability to Raise Additional Capital
We Face Potential Losses Due to Foreign Currency Exchange Risks
We Have Never Paid a Dividend and are Unlikely to do so in the Foreseeable Future

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. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements and the matters that could impact our results of operations, financial condition and cash flows.

Revenue Recognition

The Corporation has generally derived its revenue from product sales and collaboration agreements. 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 are recorded as described below:

(i)	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.

(ii)	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.

(iii)	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.

(iv)	Royalties and license fees:

	Royalties and license fees are recognized when conditions and events under the license agreement have occurred and collectability is reasonably assured.

Revenue recognition is subject to critical judgments, particularly in the collaboration agreement described above. Management uses judgment in estimating the service period over which revenue is recognized.

Stock-based Compensation

Stock-based compensation is recorded using the fair value based method for stock options issued to employees and non-employees. Under this method, compensation cost related to employee awards is measured at fair value at the date of grant, net of forfeitures, and is expensed over the award’s vesting period. The Corporation uses the Black-Scholes options pricing model to calculate stock option values, which requires certain assumptions, including the future stock price volatility and expected time to exercise. There is estimation uncertainty with respect to selecting inputs to the Black-Scholes pricing model used to determine the fair value of the stock options. Changes to any of these assumptions, or the use of a different option pricing model, could produce different fair values for stock-based compensation, which could have a material impact on the Corporation’s earnings.

Contingent liabilities

Subsequent to the press release dated November 2, 2014 announcing 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, a plaintiff was seeking certification of a class action suit against the Corporation and an officer of the Corporation. On March 10, 2015, we were served with a class-action lawsuit. Refer to note 10 to the condensed interim Consolidated Financial Statements. Assessing the recognition of contingent liabilities requires judgement in evaluating whether it is probable that economic benefits will be required to settle the matters subject to litigation.

Compound financial instruments

Compound financial instruments issued by the Corporation comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The model used to measure the fair value of the liability component comprises estimation uncertainty in determining the interest rate applicable to a similar liability that does not have an equity conversion option. The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition.

Results of Operations


Six Months Ended June 30	2015	2014	2013
Total revenues	$2,639,744	$1,484,844	$1,678,232
Net income (loss)	$(21,699,153)	$(3,413,088)	$(2,571,295)
Income (loss) per share (basic & diluted)	$(0.59)	$(0.10)	$(0.08)
Total assets	1,286,734	$788,186	$1,360,686
Non-current financial liabilities	$1,165,839	$400,000	$400,000


Quarterly Results	Q2 – 2015	Q1 – 2015	Q4 – 2014	Q3 – 2014
Total revenues	$55,824	$2,583,920	$729,136	$735,529
Net income (loss)	$(23,275,704)	$1,576,551	$(492,799)	$(688,206)
Income (loss) per share (basic & diluted)	$(0.63)	$0.04	$(0.02)	$(0.02)
	Q2 – 2014	Q1 – 2014	Q4 – 2013	Q3 – 2013
Total revenues	$752,280	$732,564	$937,490	$743,288
Net loss	$(820,272)	$(2,592,816)	$(1,316,921)	$(1,020,387)
Loss per share (basic & diluted)	$(0.02)	$(0.07)	$(0.04)	$(0.03)

The revenues in 2015, 2014 and 2013 include the recognition of revenue related to the upfront payment of €10 million (US$13.1 million) received from Recordati in December 2010. The first quarter of 2015, includes $2,508,533 in revenue recognition (see note 7 of the Condensed Unaudited Interim Consolidated Financial Statements) compared to $nil for the quarter ended June 30, 2015 and $654,400 for the other quarters presented, which explains the increase in revenues for the six month period ended June 30, 2015 and for the first quarter of 2015. The increase of $1,199,733 in the six-month periods ended June 30, 2015 is due to the fact that the initial estimated service period of five years to recognized the upfront payment was modified, in February 2015, following the announcement, by Recordati, to interrupt the European clinical trial (see note 7 of the Condensed Unaudited Interim Consolidated Financial Statements).

The net losses during the first quarter of 2014 and second quarter of 2015 includes a stock compensation charge in the amount of $1,420,185 and $22,354,024 which explains the increase in net losses for these quarters compared to other quarters presented.

Results of Operations – the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014

Net losses were $23,275,704, or $0.63 per share, for the quarter, and $21,699,153, or $0.59 per share, for the six months ended June 30, 2015, compared to net losses $820,272, or $0.02 per share, for the quarter, and $3,413,088, or $0.10 per share, for the six months ended June 30, 2014. The net loss for the six months period ended June 30, 2015 includes the recognition of $2,508,533 of previously deferred revenues related to the remaining upfront payment for licensing revenues received from Recordati in December 2010 recognized for the six months ended June 30, 2015 compared to $1,308,800 for same period in 2014. Excluding the additional $1,199,733 deferred revenue recognized as revenue, the Corporation would have incurred a net loss of $22,898,886 for the six months ended June 30, 2015 compared to net loss of $3,413,088 for the same period in 2014. The increase in the losses incurred is principally due to stock compensation charges of $22,354,024 in 2015 compared to $1,445,348 in 2014, partially offset by a reduction of $705,987 in clinical trial expenditures related to NX-1207 studies. The basic and diluted weighted average number of common shares outstanding for the six months ended June 30, 2015 were 36,737,797 compared to basic and diluted weighted average number of common shares of 34,998,103 for the six months ended June 30, 2014.

Revenues

Revenues from sales of goods amounted to $55,824 for the quarter, and $131,211 for the six months ended June 30, 2015, compared with $97,880 for the quarter, and $176,044 for the six months ended June 30, 2014. The development of therapeutic candidates and of moving therapeutic product candidates through clinical trials is a priority for the Corporation at this time. The growth of sales will become more of a priority once these candidates have reached the marketing stage. The Corporation expects that revenues will increase if and when product candidates pass clinical trials and are launched on the market.

For the six months ended June 30, 2015, an amount of $2,508,533 was recognized as revenue relating to the upfront payment received from Recordati in December 2010 compared with $1,308,800 for the six months ended June 30, 2014 The increase of $1,199,733 for the six months ended June 30, 2015 is due to the fact that the initial estimated service period of five years to recognize the upfront payment was modified, in February 2015, following the announcement, by Recordati, to interrupt the European clinical trial (see note 7 of the condensed interim Consolidated Financial Statements). Consequently, in the first quarter of 2015, the Corporation recognized, as revenue, an amount of $2,508,533 which represented the remaining deferred revenue relating to the upfront payment received from Recordati in December 2010. As at June 30, 2015, the deferred revenue related to this transaction recorded in the statement of financial position amounted to $nil (as at December 31, 2014 -$2,508,533) as the balance of the deferred revenue was recognized in full during the first quarter of 2015.

Research and Development

Research and development expenditures were $484,107 for the quarter, and $1,043,409 for the six months ended June 30, 2015, compared with $1,062,085 for the quarter, and $3,123,123 for the six months ended June 30, 2014. Research and development expenditures include costs incurred in advancing Nymox’s BPH product candidate NX-1207 through clinical trials, as well as costs related to its R&D pipeline. Research and development expenditures also include stock compensation charges of $nil for the quarter and $1,119 in the six months ended June 30, 2015 compared with $1,119 for the quarter, and $628,979 for the six months ended June 30, 2014. On November 2, 2014, the Corporation announced that the two Phase 3 U.S. studies of NX-1207 for the treatment of BPH, NX02-0017 and NX02-0018, failed to meet their primary efficacy endpoints. For the six month period ended June 30, 2015, a decrease of $608,987 in clinical trial expenditures, combined with a decrease of $627,860 in stock compensation charges and a decrease of $627,390 in salaries and payroll related expenses explained the reduction of expenses compared to the same period in 2014. For the quarter, a decrease of $116,554 in clinical trial expenditures, combined with a decrease of $313,512 in salaries and payroll related expenses explained the reduction of expenses compared to the same period in 2014. In 2015, research tax credits was nil compared to $180,821 in 2014. The decrease in 2015 is due to the fact that the U.S. BPH 12 month trials were completed in November 2014. The Corporation expects that research and development expenditures will decrease 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 $87 for the quarter, and $9,406 for the six months ended June 30, 2015, compared with $40,447 for the quarter, and $82,992 for the six months ended June 30, 2014. The decrease is mainly due to the reduction of $ 37,241 for the quarter and $69,698 for the six months ended June 30, 2015 in salaries and payroll related expenses following staff reductions. 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 $22,756,204 for the quarter, and $23,104,983 for the six months ended June 30, 2015, compared with $462,226 for the quarter, and $1,717,789 for the six months ended June 30, 2014. General and administrative expenditures included stock compensation charges of $22,354,024 for the six months ended June 30, 2015 and $816,369 in the comparative period in 2014. During the quarter ended June 2015, the Company modified the terms of all 5,104,500 existing stock options that were issued and outstanding and issued a further 1,415,000 stock options. The increase of $21,387,194 in general and administrative expenses for the six month period is primarily attributable to an increase of $21,537,655 in stock compensation charges, a reduction of $121,032 in salaries and payroll related expenses and a decrease of $67,688 in investors relations compared to the same period in 2014. The increase in general and administrative expenses of $22,293,978 for the quarter ended June 30, 2015 is mainly attributable to the stock compensation charges of $22,354,024 partially offset by a decrease of $53,260 in salaries and payroll related expenses, a decrease of $29,044 in investors relations combined to an increase of $62,582 in professional fees compared to 2014. The Corporation expects that general and administrative expenditures (exclusive of stock compensation costs) will increase as new product development leads to expanded operations.

Finance costs

Net finance costs were $56,908 for the quarter and $109,395 for the six months ended June 30, 2015, compared with $43,997 for the quarter and $49,603 for the six months ended June 30, 2014. An amount of $43,799 for the quarter and $93,137 for the six months period ended June 30, 2015 in interests and accretion expenses were incurred in connection with the convertible notes.

The Corporation incurs expenses in the local currency of the countries in which it operates, which include the United States and Canada. Foreign exchange fluctuations had no meaningful impact on the Corporation’s results in 2015, 2014 or 2013.

Inflation

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

Results of Operations – the three and six months ended June 30, 2014 compared to the three and six months ended June 30, 2013

Net losses were $820,272, or $0.02 per share, for the quarter, and $3,413,088, or $0.10 per share, for the six months ended June 30, 2014, compared to $1,477,389, or $0.04 per share, for the quarter, and $2,571,295, or $0.08 per share, for the six months ended June 30, 2013. The $841,793 increase in net losses for the six months ended June 30, 2014 compared to the same period in 2013 is due to stock compensation charges of $1,445,348 in 2014 compared to $164,282 in 2013, a decrease of $508,043 in clinical trial expenditures, a decrease of $96,776 in professional fees and an increase of $129,804 in salaries and payroll related expenses. The $657,117 decrease in net losses for the quarter ended June 30, 2014 compared to same period in 2013 is mainly due to a decrease of $541,732 in clinical trial expenditures and a decrease of $112,479 in stock compensation charges. The weighted average number of common shares outstanding for the six months ended June 30, 2014 was 34,898,103 compared to 33,857,671 for the same period in 2013.

Revenues

Revenues from sales of goods amounted to $97,880 for the quarter, and $176,044 for the six months ended June 30, 2014, compared with $185,186 for the quarter, and $369,432 for the six months ended June 30, 2013. The decrease for the quarter and the first six months of 2014 compared to the same periods in 2013 is primarily due to the non-recurrence of the sale of goods of $84,753 for the quarter ended June 30, 2013 and $157,679 for the six months period ended June 30, 2013 under our licensing agreement with Recordati. The development of therapeutic candidates and of moving therapeutic product candidates through clinical trials is a priority for the Corporation at this time. The growth of sales will become more of a priority once these candidates have reached the marketing stage. The Corporation expects that revenues will increase if and when product candidates pass clinical trials and are launched on the market.

For the quarter and six months ended June 30, 2014 and 2013, amounts of $654,400 and $1,308,800 were recognized as revenue relating to the upfront payment received from Recordati in December 2010. At June 30, 2014, the deferred revenue related to this transaction recorded in the statement of financial position amounted to $3,817,333.

Research and Development

Research and development expenditures were $1,062,085 for the quarter, and $3,123,123 for the six months ended June 30, 2014, compared with $1,694,517 for the quarter, and $3,165,670 for the six months ended June 30, 2013. Research and development expenditures include costs incurred in advancing Nymox’s BPH product candidate NX-1207 through clinical trials, as well as costs related to its R&D pipeline. Research and development expenditures also include stock compensation charges of $628,979 in the six months ended June 30, 2014 and $7,458 in the comparative period in 2013. The decrease in expenses for the quarter ended June 30, 2014 is mainly attributable to a reduction of $541,732 in clinical trial expenditures. For the six month period ended June 30, 2014, a decrease of $508,043 in clinical trial expenditures, a decrease of $74,185 in professional fees and a decrease of $139,011 in many areas of expenditures combined with an increase of $621,521 in stock compensation charges and an increase of $54,790 in salaries and payroll related expenses explained the reduction of expenses compared to the same period in 2013. In 2014, research tax credits amounted to $180,821 compared to $124,362 in 2013. The Corporation expects that research and development expenditures will decrease as product candidates finish development and clinical trials. However, because of the early stage of development of 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. 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 $40,447 for the quarter, and $82,992 for the six months ended June 30, 2014, compared with $160,923 for the quarter, and $199,350 for the six months ended June 30, 2013. The decrease in expenses for the quarter and the six month period is attributable to stock compensation charges recorded in the second quarter of 2013 which amounted to $123,700 compared to $0 for the same period in 2014. 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 $462,226 for the quarter, and $1,717,789 for the six months ended June 30, 2014, compared with $373,586 for the quarter, and $794,566 for the six months ended June 30, 2013. General and administrative expenditures also include stock compensation charges of $816,369 for the six months ended June 30, 2014 and $33,124 in the comparative period in 2013. The increase of $923,223 in expenses for the six month period is primarily attributable to an increase of $783,245 in stock compensation charges, an increase of $78,129 in salaries and payroll related expenses and an increase of $58,199 in investor relations compared to the same period in 2013. The increase of $88,639 for the quarter ended June 30, 2014 is attributable to an increase of $26,901 in salaries and payroll related expenses and an increase of $65,914 in other general expenditures compared to 2013. The Corporation expects that general and administrative expenditures will increase as new product development leads to expanded operations.

Contractual Obligations

Nymox has no contractual obligations of significance other than its accounts payable, accrued liabilities and the following:


Contractual Obligations	Total	Less than 1 year	1-3 years	4-5 years
Rent for laboratory and office space	$182,330	$146,301	$36,029	0
Insurance premium installments	$223,897	$223,897	$0	0
Operating leases	$18,792	$14,077	$4,715	0
Convertible notes	$1,070,000	$0	$1,070,000	0
Interest and fees on convertible notes	$206,867	$85,600	$121,267	0
Total Contractual Obligations other than accounts payable and accrued liabilities	$1,701,886	$469,875	$1,232,011	0

The redeemable preferred shares for the Corporation’s subsidiary Serex, Inc. in the amount of $400,000 have no specific terms of repayment.

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 operating leases and insurance premium installments.

Contingent liabilities

On November 24, 2014, a shareholder of the Corporation, filed a proposed class action suit in the United States District Court, District of New Jersey, against the Corporation and the President and CEO of the Corporation. The motion was heard on January 26, 2015, and was the first procedural step before any class action could be instituted. The plaintiff seeks certification of a class action on behalf of all persons, wherever they reside, who acquired the Corporation’s common stock between January 31, 2011 and November 2, 2014. The plaintiff alleges that certain of the Corporation’s disclosures failed to disclose material adverse facts that raised serious questions as to the ability to achieve significant results for NX-1207 in Phase 3 trials in light of difficulty of enrolling candidates, obtaining objective and measured results, and the placebo effect. On March 10, 2015, we were served with a class-action lawsuit. The Corporation believes that the allegations made against it in these actions are meritless and will vigorously defend the matter, although no assurance can be given with respect to the ultimate outcome of such proceedings. No provision has been recognized in these financial statements for this matter.

Transactions with Related Parties

The Corporation had no transactions with related parties in 2015, 2014 and 2013 other than those disclosed for key management personnel in note 13 of the unaudited condensed interim Consolidated Financial Statements.

Financial Position

Liquidity and Capital Resources

As of June 30, 2015, cash and receivables including tax credits receivable totalled $1,180,573 compared with $1,307,501 at December 31, 2014. The decrease is mainly due to a reduction of $344,096 in tax credits receivable and an increase of $240,181 in cash. The decrease in tax credits receivable is explained by the receipt, in the first quarter of 2015, of $349,827 (CA$ 387,350) related to the 2013 tax credits receivable. In November 2013, the Corporation signed a new Common Stock Private Purchase Agreement, whereby Lorros-Greyse Investments Limited (the “Purchaser”) was committed to purchase up to $15 million of the Corporation’s common shares over a twenty-four month period. The agreement became effective December 3, 2013. As at August 14, 2015, twenty-six drawings were made under the new common stock private purchase agreement, for total proceeds of $6,400,000. On December 18, 2013, 48,544 common shares were issued at a price of $6.18 per share. On January 14, 2014, 69,686 common shares were issued at a price of $5.74 per share. On February 4, 2014, 61,533 common shares were issued at a price of $5.69 per share. On February 28, 2014, 62,297 common shares were issued at a price of $5.62 per share. On March 25, 2014, 65,408 common shares were issued at a price of $5.35 per share. On April 11, 2014, 28,468 common shares were issued at a price of $5.27 per share. On April 25, 2014, 29,487 common shares were issued at a price of $5.09 per share. On May 7, 2014, 63,573 common shares were issued at a price of $4.72 per share. On May 16, 2014, 59,595 common shares were issued at a price of $5.03 per share. On May 28, 2014, 29,132 common shares were issued at a price of $5.15 per share. On June 10, 2014, 31,062 common shares were issued at a price of $4.83 per share. On June 23, 2014, 31,302 common shares were issued at a price of $4.79 per share. On July 3, 2014, 21,501 common shares were issued at a price of $4.65 per share. On July 8, 2014, 52,312 common shares were issued at a price of $4.78 per share. On July 24, 2014, 31,672 common shares were issued at a price of $4.74 per share. On August 5, 2014, 31,179 common shares were issued at a price of $4.81 per share. On August 8, 2014, 60,926 common shares were issued at a price of $4.92 per share. On August 27, 2014, 60,048 common shares were issued at a price of $5.00 per share. On September 9, 2014, 61,703 common shares were issued at a price of $4.86 per share. On September 15, 2014, 31,049 common shares were issued at a price of $4.83 per share. On September 30, 2014, 37,406 common shares were issued at a price of $4.01 per share. On October 9, 2014, 33,791 common shares were issued at a price of $4.44 per share. On October 24, 2014, 50,040 common shares were issued at a price of $5.00 per share. On November 12, 2014, 138,889 common shares were issued at a price of $0.72 per share. On April 28, 2015, 431,344 common shares were issued at a price of $1.39 per share. On May 26, 2015, 217,122 common shares were issued at a price of $1.61 per share. At August 20, 2015, the Corporation can require the Purchaser to purchase up to $8,600,000 of common shares over the remaining term of the Agreement subject to the conditions therein. As at the date of this MD&A, the Common Stock Private Purchase Agreement, set to expire in November 2015, has not been renewed. In prior years the Corporation typically has renewed the Common Stock Private Purchase Agreement approximately one year prior to its scheduled expiry date.

The Corporation believes its current cash balance as at June 30, 2015 and anticipated funds from product sales are not sufficient to fund substantially all of its planned business operations and research and development programs over the next year. The Corporation intends to access financing through the existing Common Stock Private Purchase Agreement and/or other sources of capital in order to fund these operations and activities over the next year. The Corporation cannot assure you that it will be able to secure additional financing on favourable terms or at all.

The top-line failure of the two Phase 3 studies of NX-1207 for BPH, announced by the Corporation on November 2, 2014, materially affects the Corporation’s current ability to fund its operations, meet its cash flow requirements, realize its assets and discharge its obligations. The Corporation’s ability to raise capital through the Common Stock Private Purchase Agreement is subject to the Corporation complying with general covenants in the Agreement in order to draw on its facility including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the Agreement, with respect to the business and operations of the Corporation. On November 2, 2014, the Corporation announced that the Corporation’s Phase 3 trials of its investigational drug product, NX-1207, for the treatment of benign prostatic hyperplasia (BPH), NX02-0017 and NX02-0018, had failed to meet their primary endpoints. On November 3, 2014, the Corporation’s stock price fell from its previous close of $5.14 to a closing price of $0.93 equalling, an 82% decline. As of August 20, 2015, the Corporation has not received any communications from the Purchaser that it will not honour the Corporation’s future drawdown notices under the agreement or that it intends to terminate the agreement. On April 28, 2015 and on May 26, 2015, the Corporation completed two drawdowns of $600,000 and $350,000 pursuant to the Agreement.

If the Purchaser does not purchase the Corporation`s common shares as provided for under the agreement, or if the agreement is not renewed, the Corporation will have to seek other sources of financing in order to be able to pay its obligations as they become due, which could have an impact on its ability to continue as a going concern.

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 favourable 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 favourable to the Corporation.

On December 16, 2014, the Corporation issued secured convertible notes through a private placement for aggregate gross proceeds of $1,070,000 which bear interest at 6% per annum, payable quarterly with a maximum term of 3 years. The Corporation will also pay an administrative fee of 2% per annum on the outstanding principal amount, calculated quarterly and paid at the same time that the interest are paid on these notes. The notes are convertible by the holder at any time into common shares of the Corporation at a conversion price of $0.533 per share.

On January 23, 2015 and on March 12, 2015, the Corporation completed two $200,000 private placement financing for a total of $400,000 (see note 9(b) of the Condensed Unaudited Interim Consolidated Financial Statements). A total of 883,058 units were issued at a weighted average price of $0.39 per unit. Each Unit is comprised of one common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one common share of the Corporation at a price per share equal to U.S. $2.00 for a period 24 months following the subscription date.

On June 19, 2015, the Corporation completed one private placement for an amount of $500,000 and 400,000 shares were issued.

Other than the financing discussed above, the Corporation does not have arranged sources of financing.

We have incurred substantial operating losses since our inception due in large part to expenditures for our research and development activities and expense charges related the issuance of stock options to our key employees. As at June 30, 2015, we had an accumulated deficit of $121,786,232 and we have negative cash flows from operations. The Corporation’s working capital deficiency was $781,348 at June 30, 2015. Our current level of annual expenditures exceeds the anticipated revenues from sales of goods and may not be covered by additional sources of funds.

In response to the top-line twelve month failure of the two Phase 3 trials of NX-1207 for BPH, Management has taken steps to reduce expenditures going forward in the short term by staff reductions for the U.S. BPH development program for NX-1207, deferral of management salaries, and other operational changes. Management is exploring other options, including the securing of additional sources of financing. While management believes the use of the going concern assumption is appropriate, there is no assurance the above actions will be successful. The Condensed Unaudited Interim Consolidated Financial Statements for the six months ended June 30, 2015, do not include any adjustments or disclosures that may be necessary should the Corporation not be able to continue as a going concern. If the going concern assumption is not appropriate for the Condensed Unaudited Interim Consolidated Financial Statements for the six months ended June 30, 2015, 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.

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 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 9(a) - Common Stock Private Purchase Agreement of the condensed interim Consolidated Financial Statements). The Corporation intends to access financing under this agreement when appropriate to fund its research and development activities. Since 2003 through to December 2014, Lorros-Greyse has always complied with the drawdowns made pursuant to the agreement. The Corporation must comply with general covenants in order to draw on its facility including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the agreement, with respect to the business and operations of the Corporation. As at the date of the MD&A, the Common Stock Private Purchase Agreement, set to expire in November 2015, has not been renewed.

On December 16, 2014, the Corporation issued secured convertible notes through a private placement for aggregate gross proceeds of $1,070,000 which bear interest at 6% per annum, payable quarterly with a maximum term of 3 years (see note 6 of the condensed interim Consolidated Financial Statements). On January 23, 2015 and on March 12, 2015, the Corporation completed two $200,000 private placement financing for a total of $400,000. On June 19, 2015, the Corporation completed one private placement for an amount of $500,000 (see note 9(b) of the Condensed Interim Consolidated Financial Statements).

As part of its business plan, the Corporation anticipates the need to raise financing to pursue its planned business operations and research and development programs over the next year. The Corporation intends to access financing through the existing Common Stock Private Purchase Agreement and/or other sources of capital in order to fund these operations and activities over the next year.

If the Purchaser does not purchase the Corporation`s common shares as provided for under the existing Common Stock Private Purchase Agreement, or if the agreement is not renewed, the Corporation will have to seek other sources of financing in order to be able to pay its obligations as they become due, which could have an impact on its ability to continue as a going concern.

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.

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. On December 16, 2014, the Corporation was notified, by the Nasdaq Listing Qualifications department, that the Corporation’s Nasdaq Capital Market requirements were currently deficient for the preceding 30 consecutive business days.

However, the Listing Rules provide the Corporation a compliance period of 180 calendar days in which to regain compliance. In order to regain compliance, the Corporation must maintain a minimum market value of $35 million for a minimum of ten consecutive business days and the closing bid price of the Corporation’s common share must be at least $1 for a minimum of ten consecutive business days. 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. On May 4, 2015, the Corporation received notification from the Nasdaq Listing Qualifications department that it had regained compliance with the listing rules.

Outstanding Share Data

As at August 14, 2015, there were 37,186,847 common shares of Nymox issued and outstanding, as well as, 6,619,500 share options are outstanding, of which 6,619,500 are currently vested. There are 548,529 warrants outstanding. In addition, the convertible notes are convertible into 2,007,504 common shares.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. The Corporation’s Chief Executive Officer and its Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures. They are assisted in this responsibility by the Corporation’s audit committee. Based on an evaluation of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 and National Instrument 52-109), the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were not effective as of December 31, 2014 because of the material weakness in our internal control over financial reporting that is described in our 2014 annual filings and reproduced below in “Management’s Annual Report on Internal Control Over Financial Reporting.”

However, giving full consideration to the material weakness, the Corporation’s management has concluded that the Condensed Unaudited Interim Consolidated Financial Statements as of and for the six months ended June 30, 2015 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.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2014, based on the framework set forth in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Corporation’s annual financial statements will not be prevented or detected on a timely basis. Based on its evaluation under this framework, the

Chief Executive Officer and the Chief Financial Officer concluded that our internal control over financial reporting (as defined in Rules 13a-15(f) of the Securities Exchange Act and National Instrument 52-109) was not effective as of December 31, 2014 due to the material weakness described below.

Following the announcement made on November 2, 2014 concerning the results of the two U.S. Phase 3 clinical trials, Management took steps to reduce expenditures going forward, including operational staff reductions. As a result, the Corporation did not employ a sufficient complement of finance and accounting personnel at December 31, 2014 to ensure that there was proper segregation of incompatible duties related to certain processes, primarily impacting the expenditures/disbursements processes and information technology general controls (“ITGC”), and sufficient compensating controls did not exist in these areas. Specifically, because of the limited number of qualified personnel, review controls of expenditures and disbursements were not effective to ensure that expenditures and disbursements were properly authorized and recorded in the financial information system, and certain ITGCs that potentially impact two applications used for expenditures and disbursements were not effective to monitor activities of individuals with access to modify data.

While the control deficiency identified did not result in any misstatements, a reasonable possibility exists that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis.

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Remediation Plan for Material Weakness in Internal Control over Financial Reporting

Management believes that a lack of segregation of duties is typical of companies with limited personnel and resources. Nonetheless, in response to the material weakness identified above, the Corporation, in the immediate future, intends to develop a plan with oversight from the Audit Committee of the Board of Directors to remediate the material weakness. The Corporation does not currently intend to hire additional finance personnel or engage external experts until the size and operations warrant such additional resources.

The remediation efforts expected to be implemented include the following:

	i)	Evaluate staffing levels and responsibilities to enhance appropriate segregation of duties where possible amongst our personnel.
	ii)	Establishing a more comprehensive review and approval process for authorizing user access to financial information systems and monitoring user access to ensure that all information technology controls designed to restrict access to applications and data are operating in a manner that provides the Corporation with assurance that such access is properly restricted to the appropriate personnel.

Changes in Internal Controls Over Financial Reporting

There have been no changes since December 31, 2014 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in accounting policies:

New accounting standards and interpretations:

Issued but not yet adopted:

A number of new standards, interpretations and amendments to existing standards were issued by the IASB or International Financial Reporting Standards Interpretations Committee (“IFRS IC”). They are mandatory but not yet effective for the period ended December 31, 2014, and have not been applied in preparing these consolidated financial statements. Many of these are not applicable or are inconsequential to the Corporation and have been excluded from the discussion below.

The following standards and interpretations have been issued by the IASB and the IFRS IC and the Corporation is currently assessing their impact on the financial statements:

(a) IFRS 9, Financial Instruments:

IFRS 9 - Financial Instruments (“IFRS 9”) ultimately replaces IAS 39 – Financial Instruments: Recognition and Measurement (“IAS 39”). The replacement of IAS 39 is a three-phase project with the objective of improving and simplifying the reporting for financial instruments.

IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2009), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows.

IFRS 9 (2010) introduces additional changes relating to financial liabilities.

IFRS 9 (2013) includes a new general hedge accounting standard which will align hedge accounting more closely with risk management. Special transitional requirements have been set for the application of the new general hedging model. The Corporation currently does not hedge and therefore does not anticipate this phase will have an impact on the Corporation.

This standard is effective for annual periods beginning on or after January 1, 2018 with earlier adoption permitted. The Corporation has not yet assessed the impact of the adoption of this standard on its consolidated financial statements.

(b) 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 Programmes, 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.

This standard is effective for annual periods beginning on or after January 1, 2017 with earlier adoption permitted. The Corporation has not yet assessed the impact of the adoption of this standard on its consolidated financial statements.

Forward Looking Statements

Certain statements included in this MD&A may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations, and are subject to important risks, uncertainties and assumptions. This forward-looking information includes amongst others, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. We refer you to the Corporation’s filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, as well as the “Risk Factors” section of this MD&A, and of our Form 20-F, for a discussion of the various factors that may affect the Corporation’s future results. The results or events predicted in such forward-looking information may differ materially from actual results or events.

Factors that could cause actual results or plans to differ materially from those projected in forward-looking statements made by, or on behalf of, the Corporation, many of which are beyond our control, include the Corporation’s ability to:

identify and capitalize on possible collaboration, strategic partnering or divestiture opportunities;
obtain suitable financing to support its operations and clinical trials;
access financing under the Common Stock Private Purchase Agreement;
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;
realize the results it anticipates from the clinical trials of its products;
overcome recent negative results from its clinical trials;
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.

Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Corporation’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset write downs or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

NYMOX PHARMACEUTICAL CORPORATION
Condensed Interim Consolidated Statements of Financial Position
(Unaudited)

June 30, 2015 and December 31, 2014
(in US dollars)


			June 30,			December 31,
	Note		2015			2014

Assets

Current assets:
Cash		$	872,453		$	632,272
Accounts receivable			12,653			12,959
Other receivables			24,909			47,616
Research tax credits receivable			270,558			614,654
Prepaid expenses			20,000			–
Inventories			62,546			88,269
Total current assets			1, 263,119			1,395,770

Non-current assets:
Security deposit			17,396			17,396
Property and equipment			6,219			9,400
Total non-current assets			23,615			26,796

Total assets		$	1, 286,734			$ 1,422,566

Liabilities and Equity

Current liabilities:
Accounts payable and accrued liabilities	4	$	2,044,467		$	1,976,145
Deferred revenue	7		–			2,508,533
Total current liabilities			2,044,467			4,484,678

Non-current liabilities :
Convertible notes	6		765,839			718,831
Preferred shares of a subsidiary	8		400,000			400,000
Total non-current liabilities			1,165,839			1,118,831

Equity:
Share capital	9		83,018,578			81,227,058
Share capital subscription			–			200,000
Warrants			88,012			29,532
Equity component of convertible notes	6		188,937			188,937
Additional paid-in capital			36,167,133			13,813,109
Deficit			(121,786,232	)		(100,039,579	)
Total equity attributable to the equity holders of the Corporation			(2,323,572	)		(4,580,943	)

Non-controlling interest	8		400,000			400,000
Total equity (deficiency)			(1,923,572	)		(4,180,943	)

Business activities and future operations	1
Contingencies	10
Subsequent event	14
Total liabilities and equity		$	1,286,734		$	1,422,566

See accompanying notes to the condensed unaudited interim consolidated financial statements.

NYMOX PHARMACEUTICAL CORPORATION
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013
(in US dollars)


			Three months ended June 30,									Six months ended June 30,
	Note		2015			2014			2013			2015			2014			2013

Revenues:
Sales of goods		$	55,824		$	97,880		$	185,186		$	131,211		$	176,044		$	369,432
Licensing revenues:
Upfront payment	7		–			654,400			654,400			2,508,533			1,308,800			1,308,800
			55,824			752,280			839,586			2,639,744			1,484,844			1,678,232
Expenses:
Research and development	9 (c)		484,107			1,062,085			1,694,517			1,043,409			3,123,123			3,165,670
Less research tax credits			–			(84,409	)		(59,985	)		–			(180,821	)		(124,362	)
Net research and development			484,107			977,676			1,634,532			1,043,409			2,942,302			3,041,308

General and administrative	9 (c)		22,756,204			462,226			373,586			23,104,983			1,717,789			794,566
Marketing	9 (c)		87			40,447			160,923			9,406			82,992			199,350
Cost of sales			34,222			48,206			144,409			71,704			105,246			211,397
Total expenses			23,274,620			1,528,555			2,313,450			24,229,502			4,848,329			4,246,621

Net income (loss) from operating activities			(23,218,796	)		(776,275	)		(1,473,864	)		(21,589,758	)		(3,363,485	)		(2,568,389	)

Net finance costs			(56,908	)		(43,997	)		(3,525	)		(109,395	)		(49,603	)		(2,906	)
Net income (loss) and comprehensive
Income (loss) attributable to the equity holders of the Corporation		$	(23,275,704	)	$	(820,272	)	$	(1,477,389	)	$	(21,699,153	)	$	(3,413,088	)	$	(2,571,295	)

Net income (loss) per share
Basic & Diluted	12	$	(0.63	)	$	(0.02	)	$	(0.04	)	$	(0.59	)	$	(0.10	)	$	(0.08	)


Weighted average number of common shares outstanding
Basic & Diluted	12		37,202,419			35,068,999			34,033,898			36,737,797			34,898,103			33,857,671

See accompanying notes to the condensed unaudited interim consolidated financial statements.

NYMOX PHARMACEUTICAL CORPORATION
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited)

Six-month periods ended June 30, 2015, 2014 and 2013
(in US dollars)


						Attributable to equity holders of the Corporation
														Equity
														component
											Additional			of
		Share capital				Share capital					paid-in			convertible								Non-controlling		Total
	Note	Number		Dollars		subscription			Warrants		capital			notes		Deficit			Total			interest		equity
Balance, December 31, 2014		35,872,445	$	81,227,058	$	200,000		$	29,532	$	13,813,109		$	188,937	$	(100,039,579	)	$	(4,580,943	)	$	400,000	$	(4,180,943	)

Transactions with owners, recorded directly in equity:
Issuance of units	9 (a)	1,931,524		1,791,520		(200,000	)		58,480		–			–		(47,500	)		1,602,500			–		1,602,500
Stock-based compensation	9 (d)	–		–		–			–		22,354,024			–		–			22,354,024			–		22,354,024
Total contributions by owners		1,931,524		1,791,520		(200,000	)		58,480		22,354,024			–		(47,500	)		23,956,524			–		23,956,524

Net loss and comprehensive loss		–		–		–			–		–			–		(21,699,153	)		(21,699,153	)		–		(21,699,153	)
Balance, June 30, 2015		37,803,969	$	83,018,578	$	–		$	88,012	$	36,167,133		$	188,937	$	(121,786,232	)	$	(2,323,572	)	$	400,000	$	(1,923,572	)

Balance, December 31, 2013		34,672,157	$	76,046,549	$	–		$	–	$	12,631,067		$	–	$	(95,135,986	)	$	(6,458,370	)	$	400,000	$	(6,058,370	)

Transactions with owners, recorded directly in equity:
Issuance of share capital	9 (a)	531,543		2,800,000		–			–		–			–		–			2,800,000			–		2,800,000
Share issue costs		–		–		–			–		–			–		(140,000	)		(140,000	)		–		(140,000	)
Options settled	5	–		–		–			–		(397,872	)		–		–			(397,872	)		–		(397,872	)
Stock-based compensation	9 (d)	–		–		–			–		1,445,348			–		–			1,445,348			–		1,445,348
Total contributions by owners		531,543		2,800,000		–			–		1,047,476			–		(140,000	)		3,707,476			–		3,707,476

Net loss and comprehensive loss		–		–		–			–		–			–		(3,413,088	)		(3,413,088	)		–		(3,413,088	)
Balance, June 30, 2014		35,203,700	$	78,846,549	$	–		$	–	$	13,678,543		$	–	$	(98,689,074	)	$	(6,163,982	)	$	400,000	$	(5,763,982	)

See accompanying notes to the condensed unaudited interim consolidated financial statements.

NYMOX PHARMACEUTICAL CORPORATION
Condensed Interim Consolidated Statements of Changes in Equity, Continued

Six-month periods ended June 30, 2015, 2014 and 2013
(in US dollars)


		Attributable to equity holders of the Corporation
													Equity
													component
										Additional			of
		Share capital				Share capital				paid-in			convertible								Non-controlling		Total
	Note	Number		Dollars		subscription		Warrants		capital			debt		Deficit			Total			interest		equity

Balance, December 31, 2012		33,572,442	$	69,705,389	$	–	$	–	$	12,362,281		$	–	$	(89,912,383	)	$	(7,844,713	)	$	400,000	$	(7,444,713	)

Transactions with owners, recorded directly in equity:
Issuance of share capital	9 (a)	582,536		3,150,000		–		–		–			–		–			3,150,000			–		3,150,000
Share issue costs		–		–		–		–		–			–		(157,500	)		(157,500	)		–		(157,500	)
Exercise of stock options
Cash	9 (c)	5,440		–		–		–		–			–		–			–			–		–
Ascribed value		–		11,020		–		–		(11,020	)		–		–			–			–		–
Stock-based compensation	9 (d)	–		–		–		–		164,282			–		–			164,282			–		164,282
Total contributions by owners		587,976		3,161,020		–		–		153,262			–		(157,500	)		3,156,782			–		3,156,782

Net loss and comprehensive loss		–		–		–		–		–			–		(2,571,295	)		(2,571,295	)		–		(2,571,295	)
Balance, June 30, 2013		34,160,418	$	72,866,409	$	–	$	–	$	12,515,543		$	–	$	(92,641,178	)	$	(7,259,226	)	$	400,000	$	(6,859,226	)

See accompanying notes to the condensed unaudited interim consolidated financial statements.

NYMOX PHARMACEUTICAL CORPORATION
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)

Six-month periods ended June 30, 2015, 2014 and 2013
(in US dollars)


	Note		2015			2014			2013

Cash flows from (used in) operating activities:
Net income (loss)		$	(21,699,153	)	$	(3,413,088	)	$	(2,571,295	)
Adjustments for:
Depreciation of property and equipment			3,181			3,080			4,007
Stock-based compensation	8(c)		22,354,024			1,445,348			164,282
Accretion expense	5		47,008			29,953			-
Changes in non-cash operating balances:
Accounts receivable and other receivables			23,013			165,761			(44,124	)
Research tax credits receivable			344,096			(180,821	)		118,069
Prepaid expenses			(20,000	)		(8,084	)		14,182
Inventories			25,723			(13,997	)		14,244
Accounts payable and accrued liabilities			111,422			484,363			329,820
Deferred revenue			(2,508,533	)		(1,308,800	)		(1,308,800	)
			(1,319,219	)		(2,796,285	)		(3,279,615	)
Cash flows from (used in) financing activities:
Proceeds from issuance of share capital			1,450,000			2,800,000			3,150,000
Proceeds from issuance of units			200,000			-			-
Share issue costs			(47,500	)		(140,000	)		(157,500	)
Payments under option settlement agreements	5		(43,100	)		(75,975	)		-
			1,559,400			2,584,025			2,992,500
Cash flows used in investing activities:
Additions to property and equipment			-			(2,058	)		(1,440	)
Net (decrease) increase in cash			240,181			(214,318	)		(288,555	)

Cash, beginning of the period			632,272			295,523			1,030,075

Cash, end of the period		$	872,453		$	81,205		$	741,520

See accompanying notes to the condensed unaudited interim consolidated financial statements.


1.	Business activities and future operations:

Nymox Pharmaceutical Corporation is a company domiciled in Canada and is incorporated under the Canada Business Corporations Act. On April 23, 2015, the shareholders of the Corporation, approved the transfer of the Corporation’s head office and domicile from Quebec, Canada to the Bahamas (see note 14). Nymox Pharmaceutical Corporation including its subsidiaries, Nymox Corporation, a Delaware Corporation, and Serex Inc. of New Jersey (together referred to as the “Corporation”), is a biopharmaceutical corporation, which specializes in the research and development of products for the aging population. The Corporation currently markets NicAlert^TMand TobacAlert^TM, tests that use urine or saliva to detect use of tobacco products. Since 1989, the Corporation’s activities and resources have been primarily focused on developing certain pharmaceutical technologies. 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.

The Corporation is subject to a number of risks, including the successful development and marketing of its technologies and maintaining access to existing financing arrangements under the Common Stock Private Purchase Agreement (the “Agreement”) referred to in note 9 (a). The Corporation depends on this financing, private placements and other types of financing as well as collaboration agreements, to fund its operations. In order to achieve its business plan and the 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 is listed on the Nasdaq Stock Market. On December 16, 2014, the Corporation was notified by the Nasdaq Listing Qualifications department that the Corporation’s Nasdaq Capital Market requirements were currently deficient for the preceding 30 consecutive business days. However, the Listing Rules provide the Corporation a compliance period of 180 calendar days in which to regain compliance. In order to do so, the Corporation must maintain a minimum market value of $35 million for a minimum of ten consecutive business days and the closing bid price of the Corporation’s common share must be at least $1 for a minimum of ten consecutive business days. 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. On May 4, 2015, the Corporation received notification from the Nasdaq Listing Qualifications department that it had regained compliance with the listing rules.


1.	Business activities and future operations (continued):

and operational changes. After the top-line statistical failure of Corporation's U.S. Phase 3 studies NX02-0017 and NX02-0018 at 12 months post-treatment, Recordati, in view of these results, announced, on February 12, 2015, its decision to prematurely interrupt the European clinical trial (see note 7). The NX-1207 program for low grade localized prostate cancer continues. The Corporation announced positive top line results for its Phase 2 study of NX-1207 for localized prostate cancer in April 2014. The Corporation is in the process of working towards definitive studies for this indication.

The failure of the two Phase 3 studies of NX-1207 for BPH materially affects the Corporation’s current ability to fund its operations, meet its cash flow requirements, realize its assets and discharge its obligations. Under the Common Stock Private Purchase Agreement, the Corporation must adhere to general covenants in order to draw on its facility, including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the Agreement, with respect to the business and operations of the Corporation. In the past, the Corporation has been successful in obtaining the needed financing pursuant to the agreement. As of the date of the financial statements, the Corporation has not received any communication from the purchaser that it will not honor the Corporation`s future draw-down notices under the Agreement or that it intends to terminate the Agreement. As of the date of the financial statements, the Common Stock Private Purchase Agreement, set to expire in November 2015, has not been renewed. Subsequent to June 30, 2015, the Corporation completed a drawdown of $600,000 pursuant to this Agreement (see note 9(a)).

On June 2, 2015 the Corporation confirmed the appointment of James G. Robinson to the Board of Directors. Mr. Robinson is a prominent and well-known businessperson with experience in U.S. and international business management, operations, and marketing. James G. Robinson is Chairman and CEO of Morgan Creek Productions, which for over 25 years has continued to be one of the leading independent production entities in the film business. Mr. Robinson was granted 100,000 share options in accordance with the Corporation’s Option Plan at a strike price of $1.54.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


2.	Basis of preparation:


	(a)	Statement of compliance:

The condensed unaudited interim 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”) and in accordance with IAS 34, Interim Financial Reporting. The condensed unaudted interim consolidated financial statements do not include all of the information required for full annual financial statements and accordingly should be read in connection with the previously issued annual financial statements of the Corporation as at and for the year ended December 31, 2014.

The condensed unaudited interim consolidated financial statements were authorized for issuance by the Board of Directors on August 24, 2015.


	(b)	Basis of measurement:

The condensed unaudited interim consolidated financial statements have been prepared on a going concern and on the historical cost basis. The functional and presentation currency of the Corporation is the US dollar.


3.	Significant accounting policies:

The accounting policies described in the Corporation’s 2014 annual consolidated financial statements have been applied consistently to all periods presented in these condensed unaudited interim consolidated financial statements.

Accounting estimates and judgments:

The preparation of the condensed unaudited interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expense. Actual results may differ from those estimates.

In preparing these condensed unaudited interim consolidated financial statements, the significant judgments made by management in applying the Corporation’s significant accounting policies and key sources of information were the same as those applied to the consolidated financial statements for the year ended December 31, 2014.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


4.	Accounts payable and accrued liabilities


		June 30, 2015		December 31, 2014

Accounts payable	$	1,528,115	$	1,484,335
Accrued liabilities:
Payroll related liabilities		197,733		69,447
Other accrued liabilities		318,619		379,263
Other liabilities (note 5)		-		43,100

Total accounts payable and accrued liabilities	$	2,044,467	$	1,976,145


5.	Other liabilities

On January 22, 2014, in connection with the departure of the former Chief Financial Officer, the Corporation entered into an agreement with him, whereby he was entitled to receive CA$500,000 payable in equal bi-monthly instalments until July 26, 2016, in exchange for cancelling all of his outstanding 240,000 stock options. This exchange of options for future cash payments was accounted for as an equity transaction and therefore an accrued liability and a reduction to additional paid in capital of $397,872 (CA$441,589), the discounted value of the total consideration, was recorded during the first quarter of 2014. All future payments reduced the accrued liability balance, net of the related accretion expense.

On December 15, 2014, the Corporation and the former Chief Financial Officer entered into an agreement to amend the term and the amounts payable under the initial agreement. Under the amended agreement, the Corporation paid a total of $85,187 (CA$100,000), $42,996 (CA$50,000) of which was paid in December 2014, and the remaining $42,191 (CA$50,000) was paid in January 2015. There will be no further payments or obligations of any amounts from the Corporation.

At the time of the amended agreement, the accrued liability was $280,136 (CA$ 320,475). As a result, the difference between the carrying amount of the accrued current and non-current liability and the amended settlement amount was recognized as a gain in the amount of $189,575 (CA$220,475) on the consolidated statements of operations and comprehensive loss as at December 2014.

As at June 30, 2015, no further amounts (December 31, 2014, $43,100 (CA$50,000)), remain to be paid under this agreement.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


6.	Convertible notes:

The carrying value of the convertible notes consist of the following:


		June 30, 2015

Balance, beginning of the period	$	718,831
Accretion expense		47,008
Balance, end of the period	$	765,839

On December 16, 2014, the Corporation issued secured convertible notes through a private placement for aggregate gross proceeds of $1,070,000, which bear interest at 6% per annum, payable quarterly with a maximum term of 3 years. The Corporation will also pay an administrative fee of 2% per annum on the outstanding principal amount, calculated quarterly and paid at the same time that interest is paid on these notes. The Corporation has agreed to grant a first lien on its assets to secure its obligations under the note. The notes are convertible at the holder’s option at any time into common shares of the Corporation at a conversion price of $0.533 per share.

The convertible note has been classified as a liability at its estimated fair value with the residual allocated to the conversion feature. As a result, the recorded liability for the convertible note is lower than its face value which is characterized as a debt discount. The conversion feature is classified as equity. The Corporation fair valued the debt component using a discounted cash flow model.

As of December 16, 2014, the closing date of the convertible note, the value of the debt component and the conversion option were as follows:


Balance at December 31, 2013	$	-
Convertible notes issued for cash		1,070,000
Issuance costs paid in cash		(125,700	)
Issuance costs paid in shares		(7,000	)
Issuance costs paid through issuance of warrants		(29,532	)
Total amount to be attributed at date of issuance	$	907,768

Debt component	$	718,831
Equity component		188,937
	$	907,768

In connection with the issuance of the convertible notes, the Corporation issued 107,000 warrants to the placement agent as part of the placement fee. The warrants are classified as equity as they meet the criteria for such classification. See note 9(e).

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


6.	Convertible notes (continued):

Using the effective interest rate method and the 23.57% rate implicit in the calculation, the difference of $351,169 between the amount attributed to the debt component and the face value of the convertible note, characterized as the debt discount, will be accreted to the fair value as a finance cost over the term of the convertible notes.

Any time after December 16, 2014, the Corporation may, with 30 days written notice, prepay the amounts due without premium or penalty including all outstanding interest accumulated to the date of prepayment, when the following conditions are met: if the per share closing sale price is at least 200% of the conversion price for twenty (20) consecutive trading days prior to the date of the prepayment notice, and the average daily volume of the Corporation’s common stock for the fifty (50) trading days prior to the date of the prepayment notice is a minimum of 100,000 shares per day. In addition, the Corporation may only prepay the amounts due if the Corporation has filed a registration statement with the Securities and Exchange Commission and such registration statement is then effective for the registration of all shares into which the notes may be converted.


7.	Preferred shares of a subsidiary and non-controlling interest:

The preferred shares of a subsidiary and the non-controlling interest relate to redeemable and/or convertible preferred shares of Serex Inc. in the amount of $800,000. These preferred shares are convertible into common shares of Serex Inc. at a price of $3.946 per share. Up to 50% of the preferred shares are redeemable at any time at the option of the preferred shareholders for their issue price, subject to holders with at least 51% of the face value of the preferred shares asking for redemption, and sufficient funds being available in Serex Inc. These redeemable preferred shares in the amount of $400,000 have been presented as a liability in the statements of financial position and are measured at their issue price which is also the redemption value. The non-redeemable portion is presented within equity, separately from equity of the owners of the Corporation, as non-controlling interest.


8.	Share capital:


		June 30, 2015		December 31, 2014

Authorized:
An unlimited number of common shares, at no par value

Issued, outstanding and fully paid:
Number of common shares		37,803,969		35,872,445
Dollars	$	83,018,578	$	81,227,058

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.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


8.	Share capital (continued):


	(a)	Common Stock Private Purchase Agreement:

In November 2013, the Corporation entered into a Common Stock Private Purchase Agreement with an investment company (the “Purchaser”) that established the terms and conditions for the purchase of common shares by the Purchaser. In general, the Corporation can, at its discretion, require the Purchaser to purchase up to $15 million of common shares over a 24-month period based on notices given by the Corporation. The Corporation must comply with general covenants in order to draw on its facility, including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the agreement, with respect to the business and operations of the Corporation. See note 1.

The number of shares to be issued in connection with each notice shall be equal to the amount specified in the notice, divided by 97% of the average price of the Corporation’s common shares for the five days preceding the giving of the notice. The maximum amount of each notice is $1,000,000 and the minimum amount is $100,000. The Corporation may terminate the agreement before the 24-month term, if it has issued at least $8,000,000 of common shares under the agreement.

In the six-month period ended June 30, 2015, the Corporation issued 648,466 common shares (2014 – 531,543; 2013 – 582,536) common shares to the Purchaser under the agreements for proceeds of $950,000 (2014 - $2,800,000; 2013 - $3,150,000). At June 30, 2015, the Corporation can require the Purchaser to purchase up to $8,600,000 of common shares over the remaining 4 months of the agreement, provided the Corporation adheres to its covenants.

Subsequent to June 30, 2015, the Corporation issued 431,344 common shares to the Purchaser for additional proceeds of $600,000.

The Corporation records the equity transaction at the amount received.


	(b)	Private placements:

In the first quarter of 2015, the Corporation completed two private placements for a total of $400,000, of which $200,000 was received in December 2014 and classified as share capital subscription pending the closing of the transaction. A total of 883,058 Units were issued at an average price of $0.45 per unit. Each Unit is comprised of one common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one common share of the Corporation at a price per share equal to $2.00 for a period 24 months following the subscription date. A total of 883,058 shares and 441,529 warrants were issued, of which $341,520 of the total proceeds were attributed to the common shares based on the share price of the common shares of the date of the agreement and the remainder was attributed to the warrants.

In the second quarter of 2015, the Corporation completed one private placement for an amount of $500,000 and 400,000 shares were issued.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


8.	Share capital (continued):


	(c)	Stock options:

The Corporation has established a stock option plan (the “Plan”) for its key employees, its 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 which may be optioned under the stock option plan is 7,500,000. 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 ten years after the grant date and vest either immediately or over periods up to six years, and are equity-settled. In the first quarter of 2015, 725,000 stock options expired ninety days following termination of optionees’ employment with the Corporation and optionee’s ceasing to be a director of the Corporation. As at June 30, 2015, 2,395,500 options (2014 – 1,710,500; 2013 – 1,569,500) could still be granted by the Corporation.

The following table provides the activity of stock option awards during the six-month period ended June 30, 2015 and for options outstanding and exercisable at the end of the six-month period ended June 30, 2015, the weighted average exercise price and the weighted average years to expiration.


	Options outstanding
	Number			Weighted average exercise price		Weighted average remaining contractual life (in years)

Outstanding, December 31, 2014	5,829,500	*	$	4.39	*	3.92	*

Expired / Cancelled	(725,000	)		4.95
Granted	1,515,000			1.15		10

Outstanding, June 30, 2015	6,619,500		$	1.15		10

Options vested	6,619,500		$	1.15		10
* The terms of these options were modified effective May 14, 2015 such that the new term of these options was 10 years, and they are exercisable at $1.15, once the Company’s share price has exceeded $5 for five trading days.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


8.	Share capital (continued):


	(c)	Stock-based compensation:


	Three months ended June 30,						Six months ended June 30,
Employee expenses		2015		2014		2013		2015		2014		2013

Stock options granted in 2011		–		1,119		2,610		1,119		3,729		7,458
Stock options granted in 2012		1,308		6,101		11,332		7,410		17,433		33,124
Stock options granted in 2013		–		–		123,700		–		–		123,700
Stock options granted in 2014		4,665		17,943		–		13,995		1,424,186		–
Stock options granted in 2015		22,331,501		–		–		22,331,501		–		–

Total stock-based compensation expense recognized	$	22,337,474	$	25,163	$	137,642	$	22,354,025	$	1,445,348	$	164,282

The stock-based compensation expense is disaggregated in the statements of operations and comprehensive loss as follows:


	Three months ended June 30,						Six months ended June 30,
		2015		2014		2013		2015		2014		2013
Stock-based compensation pertaining to general and administrative	$	22,337,474	$	24,044	$	11,332	$	22,354,025	$	816,369	$	33,124

Stock-based compensation pertaining to marketing		–		–		123,700		–		–		123,700

Stock-based compensation pertaining to research and development		–		1,119		2,610		–		628,979		7,458

	$	22,337,474	$	25,163	$	137,642	$	22,354,025	$	1,445,348	$	164,282

Effective May 14, 2015, the terms of the 5,104,500 share options outstanding were modified to provide an exercise price of $1.15 per share for a period of ten years. They are vested immediately and become exercisable when the trading price of the Company’s common stock reaches $5.00 for 5 days.

There were 1,515,000 share options granted and 5,104,500 share options modified during the six-month period ended June 30, 2015 having a weighted average fair value of $3.37 per share option (2014 – 600,000 options having a weighted average fair value of $2.54 per option; 2013 – 50,000 options having a weighted average fair value of $2.47 per option).

The fair value of the options modified or granted during the six-month period ended June 30, 2015, 2014 and 2013 was determined using the Black-Scholes pricing model using the following weighted average assumptions:

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


8.	Share capital (continued):


	(c)	Stock-based compensation:


		2015		2014		2013

Share price	$	5.00-	$	5.98	$	4.76
Exercise price	$	1.15-	$	5.98	$	4.76
Risk-free interest rate		2.14%-		1.19%		1.17%
Expected volatility		91.55%		54.10%		61.08%
Expected option life in years		10-		4		5
Expected dividends		-		-		-

Expected volatility was estimated considering a five-ten year historic average share price volatility.

Expected dividends were determined to be nil, since it is the present policy of the Corporation to retain all earnings to finance operations.

The likelihood of the Company’s stock price exceeding $5 per share has been estimated at 80% by management.


	(d)	Warrants:


	Warrants outstanding
	Number	Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding,
December 31, 2014	107,000	$	0.54	2.46

Exercised	-		-	-
Granted	441,529		2.00	1.65
Expired	-		-	-
Cancelled	-		-	-

Outstanding,
June 30, 2015	548,529	$	1.72	1.81

On December 16, 2014, in connection with the convertible notes private placement financing referred to in note 6, the Corporation issued 107,000 warrants to the placement agent as partial consideration for the placement fees. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $0.54 prior to December 16, 2017.

In the first quarter of 2015, the Corporation issued 441,529 warrants in connection with two private placements referred to in note 9 (b). Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $2.00 prior to January 23, 2017 for 191,529 warrants and prior to March 12, 2017 for 250,000 warrants.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


9.	Contingencies:

On November 24, 2014, a shareholder of the Corporation, filed a proposed class action suit in the United States District Court, District of New Jersey, against the Corporation and the President and the CEO of the Corporation. The motion was heard on January 26, 2015, and was the first procedural step before any class action could be instituted. The plaintiff seeks certification of a class action on behalf of all persons, wherever they reside, who acquired the Corporation’s common stock between January 31, 2011 and November 2, 2014. The plaintiff alleges that certain of the Corporation’s disclosures failed to disclose material adverse facts that raised serious questions as to the ability to achieve significant results for NX-1207 in Phase 3 trials in light of difficulty of enrolling candidates, obtaining objective and measured results, and the placebo effect. On March 10, 2015, the Corporation was served with a class-action lawsuit. The Corporation believes that the allegations made against it in these actions are meritless and will vigorously defend the matter, although no assurance can be given with respect to the ultimate outcome of such proceedings. No provision has been recognized in these financial statements for this matter.


10.	Income taxes:

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss. The Corporation recognized no income taxes in the statements of operations and comprehensive loss, as it has been incurring losses since inception. Furthermore, no deferred tax asset was recognized since the accumulated tax losses available to be carried forward and used to offset future taxable income is not considered probable of being realized.


11.	Earnings per share:

Weighted average number of common shares outstanding:


	Three months ended June 30,			Six months ended June 30,
	2015	2014	2013	2015	2014	2013

Issued common shares at beginning of period	36,755,503	34,931,081	33,945,917	35,872,445	34,672,157	33,572,442

Effect of shares issued	446,916	137,918	87,981	865,352	225,946	285,229

Weighted average number of common shares outstanding – basic	37,202,419	35,068,999	34,033,898	36,737,797	34,898,103	33,857,671

Weighted average number of shares outstanding – diluted	37,202,419	35,068,999	34,033,898	36,737,797	34,898,103	33,857,671

For the six months ended June 30, 2015, the Corporation excluded 6,619,500 stock options and 548,529 warrants from the diluted weighted average per share calculation as they were anti-dilutive (2014 – 5,789,500 stock options: 2013 – 5,930,500 stock options). All outstanding stock options and warrants could potentially be dilutive in the future.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Condensed Interim Consolidated Financial Statements, Continued

(Unaudited)

Three and Six-month periods ended June 30, 2015, 2014 and 2013

(in US dollars)


12.	Related parties:

Executive officers and directors participate in the Corporation’s stock option plan (see note 9 (c)). Executive officers are covered under the Corporation’s health plan.

Key management personnel compensation is comprised of:


	Three months ended June 30,						Six months ended June 30,
		2015		2014		2013		2015		2014		2013

Salaries	$	104,165	$	199,486	$	196,115	$	207,463	$	387,738	$	366,558
Short-term employee benefits		943		1,901		2,565		1,877		4,369		5,129
Stock-based compensation		22,336,166		17,943		123,700		22,345,496		1,424,186		123,700

	$	22,441,274	$	219,330	$	322,380	$	.22,554,836	$	1,816,293	$	495,387

Total honorariums to the independent directors of the Corporation for participating in Board and Committee meetings are $28,500 for the period ended June 30, 2015 (2014 - $37,500; 2013 -$35,500).


13.	Subsequent events:

On July 1, 2015 the Board of Directors of Nymox Pharmaceutical Corporation confirmed the appointment of Randall J. Lanham, Esq. as the company’s Secretary and General Counsel. Mr. Lanham has been a board member for eight years and is now reappointed as a board member and an officer.

On July 1, 2015 the Board of Directors of Nymox Pharmaceutical Corporation confirmed the appointment of Erik Danielsen as the company’s Chief Financial Officer. Mr. Danielsen replaces the former CFO, Andre Monette.

On July 14, 2015 the Company filed an F-3 registration with the Securities and Exchange Commission. An amendment was file on July 24, 2015 and the F-3 registration was declared “effective” by the Securities and Exchange Commission on August 4, 2015.

On July 17, 2015, the Company finalized and 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 100% of his salary until the Company receives a significant increase in its financing to expand its operations and execute its business plans at which time Dr. Averback will have the option to receive a cash salary or to continue the equity compensation. Dr. Averback shall receive restricted stock in lieu of cash salary.

At the Special Shareholders Meeting of Nymox on April 23, 2015 there was a 94% majority shareholder vote in favor of the Company's change of domicile to the Bahamas. Subsequent to the majority vote in favor, on July 31, 2015 the Company was informed that it has received formal approval from Corporations Canada. The Company's Management are located in Bahamas, the U.S. and Europe. The Company currently maintains offices in the Bahamas, the U.S. and Canada.


Condensed Interim Consolidated Statements of Financial Position	16
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) .	17
Condensed Interim Consolidated Statements of Changes in Equity	18
Condensed Interim Consolidated Statements of Cash Flows	20


1.	Business activities	21
2.	Basis of preparation	23
3.	Significant accounting policies	23
4.	Accounts payable and accrued liabilities	24
5.	Other liabilities	24
6.	Convertible notes	25
7.	Preferred shares of a subsidiary and non-controlling interest	26
8.	Share capital	26
9.	Contingencies	31
10.	Income taxes	31
11.	Earnings per share	31
12.	Related parties	32
13.	Subsequent event	32