| o                                      | Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934.                                                              |
|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Or                                     |                                                                                                                                                           |
| x                                      | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.For the fiscal year ended May 31, 2012.                              |
| Or                                     |                                                                                                                                                           |
| o                                      | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ________ to ________ .                |
| Or                                     |                                                                                                                                                           |
| o                                      | Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Date of event requiring this shell company report _______________. |
|  Commission file number 001-32001 |

| Title of Each Class |   | Name of Each Exchange On Which Registered |
|---------------------|--------|-------------------------------------------|
|                |   |                                      |

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|   | U.S. GAAP  o       International Financial Reporting Standards as issued by the International Accounting Standards Board  x         Other o |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Number              | Exhibit                                                                                                                                                                                                                                             |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1 *               | Articles of Arrangement.                                                                                                                                                                                                                            |
| 1.2 *               | By-law #2 of the Registrant.                                                                                                                                                                                                                        |
| 2.1**               | Arrangement Agreement dated May 1, 2007, as amended, between the Company, Old Lorus, 6707157 Canada Inc., NuChem Pharmaceuticals Inc., GeneSense Technologies Inc. and Pinnacle International Lands Inc., as amended May 14, 2007 and July 4, 2007. |
| 2.2***              | Warrant Repurchase Agreement dated May 1, 2007 between the Company and The Erin Mills Investment Corporation.                                                                                                                                       |
| 2.3***              | Assignment, Novation and Amendment Agreement and Consent dated May 1, 2007 among the Company, Old Lorus, GeneSense Technologies Inc. and The Erin Mills Investment Corporation as amended June 28, 2007.                                            |
| 2.4+♦♦  | Tangible Business Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                                   |
| 2.5+♦♦  | Antisense Patent Transfer Agreement dated July 10, 2007 between the Company and GeneSense Technologies Inc.                                                                                                                                         |
| 2.6+♦♦  | Virulizin® and Small Molecule Patent Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                           |
| 2.7+♦♦  | Prepaid Expenses and Receivables Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                           |
| 2.8+♦♦  | NuChem Pharmaceuticals Inc. Share Purchase Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                          |
| 2.9+♦♦  | GeneSense Technologies Inc. Share Purchase Agreement dated July 10, 2007 between Old Lorus and New Lorus.                                                                                                                                           |
| 2.10***             | Pinnacle Share Purchase Agreement dated July 10, 2007 between Old Lorus and 6707157 Canada Inc.                                                                                                                                                     |
| 2.11+               | Indemnification Agreement dated July 10, 2007 between Old Lorus and the Company.                                                                                                                                                                    |
| 2.12#♦♦ | Settlement Agreement dated June 19. 2009 between the Company and The Erin Mills Investment Corporation with respect to the purchase and settlement of $15 million secured convertible debentures.                                                   |
| 2.13#♦♦ | Asset Purchase Agreement dated June 19, 2009 between the Company and The Erin Mills Investment Corporation under which the Company sold the intellectual property associated with Virulizin®.                                                  |
| 2.14#♦♦ | Supply and Services Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.                                                                                                                                                   |
| 2.15#♦♦ | Share Purchase Agreement regarding sale of Pharma Immune Inc dated June 19, 2009 between the Company and The Erin Mills Investment Corporation.                                                                                                     |
| 2.16#               | Animal Rights License Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.                                                                                                                                                 |
| 2.17#♦♦ | Amendment, Assignment, Assumption, Novation and Consent Agreement dated June 19, 2009 between the Company, ZOR Pharmaceuticals, LLC, Erin Mills Biotech Inc. and The Erin Mills Investment Corporation.                                             |
| 2.18###             | Promissory note dated April 14, 2010 between the Company and Herbert Abramson.                                                                                                                                                                      |
| 2.19##              | List of subsidiaries.                                                                                                                                                                                                                               |
| 2.20##              | Code of Business Conduct and Ethics.                                                                                                                                                                                                                |
| 2.21♦         | Share Purchase Warrant Indenture dated August 15, 2011 between the Company and Computershare Trust Company of Canada regarding the provision for issuance of common share purchase warrants.                                                        |
| 2.22♦         | Agency Agreement dated July 20, 2011 in connection with an offering of units between the Company and Euro Pacific Canada Inc.                                                                                                                       |
| 2.23♦         | Commitment Letter for minimum $4 million equity investment dated June 20, 2011 and subsequently amended July 11, 2011 from Mr. Abramson.                                                                                                            |
| 2.24                | Share Purchase Warrant related to the June 2012 Private Placement                                                                                                                                                                                   |
| 4.1+++              | Stock Option Plans.                                                                                                                                                                                                                                 |

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| 4.2+++             | Form of Officer and Director Indemnity Agreement.                                                                                   |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------|
| 4.3 ++             | Amalgamation Agreement dated August 23, 1991, among the Company, Mint Gold Resources Ltd., Harry J. Hodge and Wayne Beach.     |
| 4.4♦♦  | Exclusive License Agreement dated April 8, 2008 between the Company and ZOR Pharmaceuticals, LLC.                                   |
| 4.5#♦♦ | Independent Contractor Services Agreement dated April 8, 2008 between the Company and ZOR Pharmaceuticals, LLC Pharmaceuticals LLC. |
| 4.6#♦♦ | Limited Liability Company Agreement dated April 8, 2008 between the Company and ZBV I, LLC.                                         |
| 4.7♦♦  | Non-Exclusive License Agreement dated May 1, 2012 between the Company and Genentech, Inc.                                           |
| 12.1               | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                         |
| 12.2               | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                         |
| 13.1               | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                         |
| 13.2               | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                    |
| *                  | Incorporated by reference to File 0-32001, Form 6-K, dated November 19, 2007.                                                       |
| **                 | Incorporated by reference to File 1-32001, Form 6-K, dated May 30, 2007.                                                            |
| ***                | Incorporated by reference to File 1-32001, Form 6-K, dated November 20, 2007.                                                       |
| +                  | Incorporated by reference to File 1-32001, Form 6-K, dated September 4, 2007.                                                       |
| ++                 | Incorporated by reference to File 0-19763, Registration Statement on Form 20-FR, dated March 4, 1992.                     |
| +++                | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 29, 2007.                                       |
| ++++               | Incorporated by reference to File 1-32001, Form 6-K, dated April 21, 2008.                                                          |
| ♦       | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 29, 2011                                        |
| ♦♦     | Confidential treatment has been requested for portions of this document which have been omitted and filed separately with the SEC   |
| #                  | Incorporated by reference to File 1-32001, Form 6-K/A, dated September 27, 2012.                                               |
| ##                 | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 30, 2009.                                       |
| ###                | Incorporated by reference to File 1-32001, Form 20-F/A, Annual Report, dated December 1, 2010.                                      |
| ####               | Incorporated by reference to File 1-32001, Form 6-K, dated December 1, 2010.                                                        |

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|   | LORUS THERAPEUTICS INC.   |
|--------|-------------------------------------|
|   | By:                                 | /s/ Aiping H. Young |
|   |                                | Name: Aiping H. YoungTitle:   President and Chief Executive Officer Date:   January 11, 2013 |

|   | By:    | /s/ Elizabeth Williams                                                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Name: Elizabeth WilliamsTitle:   Director of Finance and Acting ChiefFinancial Officer Date:   January 11, 2013 |

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| Number              | Exhibit                                                                                                                                                                                                                                             |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1 *               | Articles of Arrangement.                                                                                                                                                                                                                            |
| 1.2 *               | By-law #2 of the Registrant.                                                                                                                                                                                                                        |
| 2.1**               | Arrangement Agreement dated May 1, 2007, as amended, between the Company, Old Lorus, 6707157 Canada Inc., NuChem Pharmaceuticals Inc., GeneSense Technologies Inc. and Pinnacle International Lands Inc., as amended May 14, 2007 and July 4, 2007. |
| 2.2***              | Warrant Repurchase Agreement dated May 1, 2007 between the Company and The Erin Mills Investment Corporation.                                                                                                                                       |
| 2.3***              | Assignment, Novation and Amendment Agreement and Consent dated May 1, 2007 among the Company, Old Lorus, GeneSense Technologies Inc. and The Erin Mills Investment Corporation as amended June 28, 2007.                                            |
| 2.4+♦♦  | Tangible Business Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                                   |
| 2.5+♦♦  | Antisense Patent Transfer Agreement dated July 10, 2007 between the Company and GeneSense Technologies Inc.                                                                                                                                         |
| 2.6+♦♦  | Virulizin® and Small Molecule Patent Assets Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                           |
| 2.7+♦♦  | Prepaid Expenses and Receivables Transfer Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                           |
| 2.8+♦♦  | NuChem Pharmaceuticals Inc. Share Purchase Agreement dated July 10, 2007 between Old Lorus and GeneSense Technologies Inc.                                                                                                                          |
| 2.9+♦♦  | GeneSense Technologies Inc. Share Purchase Agreement dated July 10, 2007 between Old Lorus and New Lorus.                                                                                                                                           |
| 2.10***             | Pinnacle Share Purchase Agreement dated July 10, 2007 between Old Lorus and 6707157 Canada Inc.                                                                                                                                                     |
| 2.11+               | Indemnification Agreement dated July 10, 2007 between Old Lorus and the Company.                                                                                                                                                                    |
| 2.12#♦♦ | Settlement Agreement dated June 19. 2009 between the Company and The Erin Mills Investment Corporation with respect to the purchase and settlement of $15 million secured convertible debentures.                                                   |
| 2.13#♦♦ | Asset Purchase Agreement dated June 19, 2009 between the Company and The Erin Mills Investment Corporation under which the Company sold the intellectual property associated with Virulizin®.                                                  |
| 2.14#♦♦ | Supply and Services Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.                                                                                                                                                   |
| 2.15#♦♦ | Share Purchase Agreement regarding sale of Pharma Immune Inc dated June 19, 2009 between the Company and The Erin Mills Investment Corporation.                                                                                                     |
| 2.16#               | Animal Rights License Agreement dated June 19, 2009 between the Company and Erin Mills Biotech Inc.                                                                                                                                                 |
| 2.17#♦♦ | Amendment, Assignment, Assumption, Novation and Consent Agreement dated June 19, 2009 between the Company, ZOR Pharmaceuticals, LLC, Erin Mills Biotech Inc. and The Erin Mills Investment Corporation.                                             |
| 2.18###             | Promissory note dated April 14, 2010 between the Company and Herbert Abramson.                                                                                                                                                                      |
| 2.19##              | List of subsidiaries.                                                                                                                                                                                                                               |
| 2.20##              | Code of Business Conduct and Ethics.                                                                                                                                                                                                                |
| 2.21♦         | Share Purchase Warrant Indenture dated August 15, 2011 between the Company and Computershare Trust Company of Canada regarding the provision for issuance of common share purchase warrants.                                                        |
| 2.22♦         | Agency Agreement dated July 20, 2011 in connection with an offering of units between the Company and Euro Pacific Canada Inc.                                                                                                                       |
| 2.23♦         | Commitment Letter for minimum $4 million equity investment dated June 20, 2011 and subsequently amended July 11, 2011 from Mr. Abramson.                                                                                                            |
| 2.24                | Share Purchase Warrant related to the June 2012 Private Placement                                                                                                                                                                                   |
| 4.1+++              | Stock Option Plans.                                                                                                                                                                                                                                 |
| 4.2+++              | Form of Officer and Director Indemnity Agreement.                                                                                                                                                                                                   |
| 4.3 ++              | Amalgamation Agreement dated August 23, 1991, among the Company, Mint Gold Resources Ltd., Harry J. Hodge and Wayne Beach.                                                                                                                     |
| 4.4♦♦   | Exclusive License Agreement dated April 8, 2008 between the Company and ZOR Pharmaceuticals, LLC.                                                                                                                                                   |
| 4.5#♦♦  | Independent Contractor Services Agreement dated April 8, 2008 between the Company and ZOR Pharmaceuticals, LLC Pharmaceuticals LLC.                                                                                                                 |

----

| 4.6#♦♦ | Limited Liability Company Agreement dated April 8, 2008 between the Company and ZBV I, LLC.                                       |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------|
| 4.7♦♦  | Non-Exclusive License Agreement dated May 1, 2012 between the Company and Genentech, Inc.                                         |
| 12.1               | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                       |
| 12.2               | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                       |
| 13.1               | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                       |
| 13.2               | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                  |
| *                  | Incorporated by reference to File 0-32001, Form 6-K, dated November 19, 2007.                                                     |
| **                 | Incorporated by reference to File 1-32001, Form 6-K, dated May 30, 2007.                                                          |
| ***                | Incorporated by reference to File 1-32001, Form 6-K, dated November 20, 2007.                                                     |
| +                  | Incorporated by reference to File 1-32001, Form 6-K, dated September 4, 2007.                                                     |
| ++                 | Incorporated by reference to File 0-19763, Registration Statement on Form 20-FR, dated March 4, 1992.                   |
| +++                | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 29, 2007.                                     |
| ++++               | Incorporated by reference to File 1-32001, Form 6-K, dated April 21, 2008.                                                        |
| ♦       | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 29, 2011                                      |
| ♦♦     | Confidential treatment has been requested for portions of this document which have been omitted and filed separately with the SEC |
| #                  | Incorporated by reference to File 1-32001, Form 6-K/A, dated September 27, 2012.                                             |
| ##                 | Incorporated by reference to File 1-32001, Form 20-F, Annual Report, dated November 30, 2009.                                     |
| ###                | Incorporated by reference to File 1-32001, Form 20-F/A, Annual Report, dated December 1, 2010.                                    |
| ####               | Incorporated by reference to File 1-32001, Form 6-K, dated December 1, 2010.                                                      |

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