Things are picking up a bit this week, with a few new financings, some collaboration agreements and a deal in the venture capital community that coincided with the CVCA’s annual meeting.
Roseway’s GrowthWorks Investment
Here’s one I worked on along with colleagues Jim Cade, Jim Rumball, Barry Segal and Matt Bernardo at Ogilvy, so I’ll stick to the press release:
“GrowthWorks Canadian Fund has entered into a participation agreement with Roseway Capital, whereby Roseway completed a $20m investment in GrowthWorks Canadian Fund…
Under the participation agreement, Roseway agreed to invest $20m in exchange for a participating interest in Canadian Fund’s holdings in 15 portfolio companies, with a total current carrying value of approximately $100m. The participating interest entitles Roseway to receive 20% of the proceeds (cash or shares) earned on or generated from the sale or divestment (participation payments) of the participation holdings.
GrowthWorks Canadian Fund will repay the investment made by Roseway in full on the third anniversary of closing. Most of the Participation Holdings are expected to be divested over the three-year term of the investment. The agreement provides for minimum participation payments of $5.7m per year during the three-year term.
In addition, under the agreement, Roseway may provide up to $3m in additional follow-on funding for the companies in the participation holdings.”
iCo Therapeutics Inc. (TSXV: ICO) has entered into a Technology Transfer Agreement with Isis Pharmaceuticals Inc. (NASDAQ: ISIS) to transfer to iCo technology related to the manufacture of iCo-007, a therapeutic for retinal neovascular diseases, in support of producing clinical-grade drug product for iCo’s planned Phase II clinical program. In exchange, iCo will issue to Isis a two-year warrant to purchase 235,000 shares of iCo’s Common Stock at $0.61 per share.
Amorfix Life Sciences (TSX: AMF) and Aragen Bioscience, Inc. are going to collaborate to develop high-affinity monoclonal antibodies against a number of targets for cancer using epitopes identified with Amorfix’s ProMIS™ computational platform discovery technology and Aragen’s monoclonal antibody development capabilities. No financial terms were disclosed. This is Amorfix’s second recent deal along these lines, following the Epitomics deal a few weeks ago.
Pacgen Biopharmaceuticals Corporation (TSXV: PGA) has closed its previously announced $600,000 non-brokered private placement financing of subscription receipts at $0.06 per receipt (covered here), each of which will be automatically exercised upon consolidation for one post-consolidation common share. Also, Pacgen has received shareholder approval for a 1:2 common share consolidation.
Pacgen has also reached agreements with its creditors regarding the previously announced ~$1.9 million financial restructuring (covered here). $879,000 of indebtedness will convert into 12,618,142 post-consolidation common shares, $658,000 of past due debentures will convert into 10,971,485 post-consolidation common shares, and $57,000 of trade payables will convert into 946,657 post-consolidation common shares at $0.06 per share. $221,000 of licensing obligations will convert into 700,000 post-consolidation common shares at $0.13 per share. Remaining indebtedness and financial commitments will be settled by cash discounts, prepaid amounts, or future payments linked to performance milestones.
Post-consolidation, the 38,144,693 outstanding common shares will be reduced to 19,072,346 common shares. Following the exercise of the receipts and completion of the restructuring, Pacgen expects to have 41,690,488 post-consolidation common shares issued and outstanding.
Cangene Corporation (TSX: CNJ) announced a normal course issuer bid for up to 1,500,000 common shares. Except for block purchases, the daily repurchase restriction during the course of the Bid is 11,732 Common Shares, being 25% of the average daily trading volume. The Bid will commence on June 1, 2010 and will expire on May 31, 2011. Purchases will be made through the facilities of The Toronto Stock Exchange at prevailing market prices. Cangene has purchased 1,219,400 Common Shares at an average-weighted price per share of $5.30 pursuant to its previous normal course issuer bid.
Resverlogix Corp. (TSX: RVX) announced a $1 million draw down of its $25 million Standby Equity Distribution Agreement with YA Global Master SPV, Ltd., managed by Yorkville Advisors, LLC.
Critical Outcome Technologies Inc. (TSXV: COT) has completed the previously-announced non-brokered private placement of units in the capital (covered here). $1,102,850 was raised through the sale of 3,151,001 units at $0.35 per unit. Each unit is one common share and one-half of a (18-month $0.55) warrant. COTI paid a bout $37k in cash and about 100,000 (18-month $0.40) warrants as finders’ fees to arm’s length third parties. The proceeds of the offering will fund COTI-2 and the rest of the company’s drug pipeline.
Lorus Therapeutics Inc. (TSX: LOR) has completed the previously-announced 1:30 share consolidation of its issued and outstanding common shares (covered here).
ALDA Pharmaceuticals Corp. (TSXV: APH) has amended the previously announced private placement financing (covered here) to $0.15 per unit, for up to 3,500,000 units, yielding up to $525,000 in proceeds. Each unit consists of one common share, and one (2-year $0.30) warrant with a 10-day $0.60 acceleration trigger. ALDA insiders will be subscribing for 25% of the offering. ALDA management may decide to close the private placement before 21 days following the filing of the material change report for sound business reasons. Proceeds from the placement will fund general corporate purposes.
CardioComm Solutions, Inc. (TSXV: EKG) has granted 1,250,000 (5-year $0.10) incentive stock options pursuant to its Omnibus Share Compensation Plan. 500,000 options were granted to a director of the company (William Smith), 500,000 options were granted to the CEO (Etienne Grima), and 250,000 options were granted to the CFO (Wendy Hsieh). The options vest equally over 18 months and are subject to a four month hold period. CardioComm has also settled $108,333.33 of outstanding debt, consisting of accrued management fees for the first four months of 2010, in exchange for 2,166,666 common shares. Finally, CardioComm has completed the previously-announced settlement with the CEO for management fees accrued in 2007. $25,000 in debt was exchanged for 416,666 common shares, subject to a four month hold period.
MedMira Inc., (TSXV: MIR) (NASDAQ: MMIRF) had its Reveal Rapid HIV Test listed by the UK’s NHS as the only one of three rapid HIV tests listed able to address both point of care and laboratory testing requirements. The NHS Supply Chain manages the procurement and delivery of healthcare products for over 600 hospitals and healthcare organizations in the UK.
Thanks again to Keldeagh Lindsay for his help with this week’s Deal Review.