This week saw a series of transactions bringing Patient Home Monitoring to the TSXV with an accompanying private placement and a shiny new SEDA from (who else) Yorkville; ConjuChem is (pending court approval) on its way out of CCAA with some cash on hand; and the struggle between Northstar and its ex-CEO continues in the dramatic form of a directors circular. Check out these developments plus a full crop of other Canadian deal activity
Patient Home Monitoring – RTO, PPO and SEDA
Patient Home Monitoring (TSXV: PHM) (formerly International Health Partners Inc.) has completed the previously announced acquisition of all issued and outstanding shares of both Stancap Holdings I Limited and PHM DME Healthcare Inc. Patient Home Monitoring has also completed a private placement of common shares for gross proceeds of $4,523,140, to be used for working capital and investments in capital equipment necessary to penetrate the fast growing in-home healthcare diagnostics market in the U.S. PHM has also entered into an agreement with YA Global Master SPV Ltd. for the establishment of a 4-year, $5,000,000 equity drawdown facility intended for acquiring capital equipment, specifically in-home testing devices. PHM may sell common shares to YA Global at its discretion.
ConjuChem Biotechnologies Inc. (TSX: CJB) announced that its CCAA plan of arrangement was approved by its creditors. Following court approval (expected tomorrow), the plan will be implemented and distributions will be made to the creditors in accordance with the terms of the Plan. Pursuant to the Plan, the existing common shares of ConjuChem will be effectively cancelled for no consideration. New investors will recapitalize ConjuChem by subscribing for approximately $35 million of new common shares. Approximately $7 million will be required to fund the distribution to creditors in accordance with the plan, along with associated costs. The balance of the subscription proceeds — approximately $30 million — will be used to provide funding for continued research and development programs, for working capital and general corporate purposes.
Licensing and Commercial Deals
Immunovaccine Inc. (TSXV: IMV) signed a collaborative research agreement with Vaxil BioTherapeutics to explore the efficacy of Vaxil’s cancer antigens in Immunovaccine’s DepoVax™ vaccine enhancement platform. No financial terms were disclosed.
Patheon Inc. (TSX: PTI) announced an “expanded contract manufacturing agreement” with Merck, but no details regarding products or financial terms were disclosed.
Sonomax Technologies Inc. (TSXV: SHH) is creating a five-year renewable $750,000 Industrial Research Chair at École de Technologie Supérieure (ETS) of the Université du Québec, which will be led by former Sonomax Chief Technology Officer and present ÉTS professor Dr. Jérémie Voix and will include a team of researchers supported by students in electrical and mechanical engineering. The Chair’s objectives will be to ensure a long-term strategic investment in the development of Sonomax’s acoustical and electro-acoustical technologies, to combine all existing in-ear features (hearing aid, hearing protector, cell phone and music player) into one “bionic ear”.
Northstar Healthcare Inc. (TSX: NHC) issued a directors’ circular recommending against the $0.95/share bid from its former CEO and Director (covered here). The accompanying press release cites the conditionality of the offer, an ongoing search for strategic alternatives and a pending meeting as reasons not to tender. Shares are trading at $0.91.
Sernova Corp. (TSXV: SVA) has completed a second tranche of its previously announced private placement offering at $0.15 per unit (covered here). $555,970 has been raised from the two closings, of which $150,720 was raised in the second tranche. Proceeds will be used to fund development of Sernova’s proprietary Cell Pouch System™, and as general working capital. 1,004,800 units were issued in the second closing, each consisting of one common share and half of a (2-year $0.20) warrant. 33,880 (2-year $0.15) finders’ warrants were issued in connection with the second closing, and ~ $5,000 was paid to finders.
Pacgen Biopharmaceuticals Corporation (TSXV: PGA) has completed its previously announced 1:2 consolidation of its common shares (covered here). Pacgen has also obtained regulatory approval to issue 22,618,143 post-consolidation common shares pursuant to its previously announced non-brokered private placement financing of subscription receipts for proceeds of $600,000, and financial restructuring of up to $1,900,000 of indebtedness. The issue includes: 1) 10,000,001 shares issuable in connection with the automatic exercise of each subscription receipt for one post-consolidation common share; and 2) 12,618,142 shares issuable in connection with the conversion of ~$879,000 of indebtedness as part of the restructuring. Following consolidation, 41,690,489 common shares will be issued and outstanding. Shares for debt conversion includes settlement of approximately $658,000 of past due debentures, $57,000 of trade payables, and $164,000 of licensing obligations. Remaining indebtedness is expected to be paid by cash discounts, prepaid amounts, or future payments linked to performance milestones.
Resverlogix Corp. (TSX: RVX) has closed its previously announced prospectus offering of 2,800,000 units at $3.30 per unit for gross proceeds of $9,200,000 (covered here). Each unit was comprised of one common share and a 0.4 (4-year $4.00) warrant. Resverlogix also announced the settlement of a $200,000 draw-down on its standby equity line with Yorkville.
Thanks again to Keldeagh Lindsay for his help with this week’s Deal Review.