Welcome back, and happy 2010! If you’ve been away for a couple of weeks, check out the winners and losers from our 2009 Trends, and the year’s top posts.
If you’re just here for the deals, don’t fret, we have those too: a busy bunch of closings ended 2009, with almost $12 million flowing into the coffers of Canadian biotech companies from December investors over the past two weeks. But don’t expect a quiet January in the Biotech Deal Review — Med BioGene has filed for its U.S. IPO, Agrium continues its push for CF Industries and Prism has engaged a Special Committee. Details of those and all the other goodies you missed while you were voting in IVB’s year-end round up
Always Be Closing (in December)
Med BioGene Inc. (TSXV: MBI), which filed for a U.S. IPO last week, also closed a non-brokered private placement for gross proceeds of approximately $700,000, issuing 5,832,000 units. Each unit was $0.12, consisting of one common share and one half of a ($0.18 2-year) warrant (subject to a $0.30 20-day acceleration trigger). Proceeds will be used to develop the lung cancer diagnostic tool LungExpress Dx(TM) in addition to general corporate purposes. Med BioGene paid a 7% seller’s cash commission in addition to compensation options equal to 7% of the units sold, except in respect of 500,000 units.
Resverlogix Corp. (TSX: RVX) announced a $5 million PIPE deal, placing 2,000,000 units at $2.50 (the 5-day VWAP with no discount) each unit comprising one common share plus one-quarter of a (2-year $2.50) warrant. A further 5,000,000 units have been reserved for possible additional subscriptions through the end of January 2010. [Not for U.S. purchasers.] Note that this follows the $25 million standby commitment by a Yorkville Advisors fund announced a couple of weeks ago.
Ondine Biopharma Corporation (TSX:OBP) took in $920,000 from the closing of two transactions: first, a private placement to a number of directors and officers for proceeds of $400,000 resulting in the issuance of 8,000,000 units (one common share and one $0.05 1-year warrant); and second, the sale of Ondine’s remaining investment in Grafton Resource Investments Ltd. for cash proceeds of $520,000.
GeneNews Limited (TSX: GEN) placed approximately 5.1 million shares in an oversubscribed private placement at $0.45 per share, taking in gross proceeds of $2,310,499.80 (above the announced $2.0 million). GeneNews says it’s using the proceeds for general corporate purposes as well as for expanding access to the ColonSentry(TM) test throughout the world. The issuance of the securities provided holders of GeneNews convertible debentures with an opportunity to convert their debentures to common holdings, but no debenture-holders elected to do so.
Titan Medical Inc. (TSXV: TMD) closed its private placement with gross proceeds of $2,328,800 (less than the targeted $3-5 million). They issued 5,822,000 units, each unit consisting of one common share and one half of a ($0.48 18-month) warrant. Titan paid Union Securities Ltd. a cash commission of 7% of gross proceeds as well as non-assignable ($0.40 2-year) compensation options totalling 7% of all units sold in the offering. Titan also arranged for a purchase option granted to Union Securities permitting Union to purchase up to 20% of the number of units sold at a price of $0.40 per unit, exercisable within ten business days of the closing of the private placement.
Sernova Corp. (TSXV: SVA) announced the second and final closing of a non-brokered private placement for gross proceeds of $500,000. The units were issued in two closings, with 3,650,000 units issued October 30, 2009 and 1,350,000 issued December 23, 2009. The units, at $0.10 each, consisted of one common share and one ($0.20 2-year) warrant. Sernova paid $20k in finders fees. Proceeds will be used to fund the development of Sernova’s proprietary Cell Pouch System(TM), which may be useful to insulin-dependent diabetes patients.
Agrium Inc. (TSX: AGU) agreed to sell two U.S. fertilizer terminals and surrender other rights if its proposed acquisition of CF Industries Holdings, Inc. (NYSE: CF) succeeds, receiving an early termination of the HSR waiting period. The transaction still faces other obstacles, with Agrium seeing the number of tendered shares fall, CF’s Board continuing to refuse to meet and CF’s poison pill remaining in place. Agrium announced that it will nominate a new slate of directors at CF’s next AGM. Remains to be seen what will come of CF’s own offer for Terra Industries.
QLT’s Continuing U.S. Adventures
QLT Inc. (TSX: QLT) is back* to having a U.S. subsidiary, announcing the formation of QLT Ophthalmics, Inc., which will take on the U.S. sales and marketing of Visudyne from Novartis (NYSE: ADR). Novartis, as announced in October, will retain Visudyne rights ex-U.S. subject to a royalty. Scott Jones, who previously worked for Novartis, has joined QLT Ophthalmics as Director responsible for the business unit. [*Earlier in October, QLT sold QLT USA (which handled its palliative prostate cancer business) to its manufacturing partner TOLMAR.]
Debts Settled and Deferred
Cannasat Therapeutics Inc. (TSXV: CTH) is settling $185,287 in debt by issuing 1,852,870 common shares at a deemed price of $0.10 per common share. The issuance will settle $125,000 in debt with a (non-arms-length) third party holding two promissory notes, plus $60,287 in fees and wages owing to directors, officers and employees for 2009. The transaction was exempt from formal valuation and minority shareholder approval because the fair market value of the deal was less than 25% of Cannasat’s market capitalization.
Medicure Inc. (TSX: MPH) again deferred about USD$2.0 million of payments under its secured debt facility, this time until January 10, 2010.
Prism Medical Ltd. (TSXV: PM) engaged its Special Committee for “strategic alternatives for increasing shareholder liquidity and value.”
Medicago Inc. (TSXV: MDG) granted 1,237,680 stock options to employees and a consultant (1,012,680 options) and directors (225,000 options) pursuant to the company stock option plan. The options are exercisable at a price of $0.72 and will vest in three yearly instalments, expiring ten years from the date of grant.
iCo Therapeutics Inc. (TSXV: ICO) granted 725,000 stock options to directors, employees and officers. Options are exercisable at a price of $0.54 for five years, subject to vesting requirements.
On to a New Venture (Exchange)
Victhom Human Bionics Inc. (TSX: VHB) will de-list from the TSX and begin listing on the TSX-Venture Exchange. Same trading symbol and CUSIP number.
Thanks again to Jacob Cawker who joined me in sacrificing part of a perfectly nice vacation at the altar of the Deal Review.