Lots of deals this week. Some good news, some bad news. On the good news front, a steady volume of securities and M&A activity is continuing through the summer; and one Canadian firm benefits from the U.S. Defense Departments exploration of RNAi products as anti-virals. On the other hand front, though, a licensing option expired, a liquidation proceeded and marketing rights were voluntarily surrendered. See who’s who
Securities and Debt
Advitech Inc. (TSXV: AVI) intends to complete a non-brokered private placement by July 21, with AgeChem Venture Fund, LP and Avrio Ventures Limited Partnership, both Advitech insiders, for total gross proceeds of $1.5 million. AgeChem and Avrio will acquire a total of 15 million ($0.95) units for $750,000 each. Each unit will be comprised of one common share and one (2-year, $0.10) warrant. Proceeds will be used for working capital and general corporate purposes.
Ceapro Inc. (TSXV: CZO) has issued 3,006,224 common shares to wipe-out its debts, totalling $270,560, pursuant to a previously announced settlement with its royalty holders (covered here).
Hamilton Thorne Ltd. (TSXV: HTL) is issuing US$500,000 in debentures to a non-executive insider, out of US$750,000 of two-year 10% redeemable convertible subordinated unsecured debentures authorized by the Board. The debentures will be issued in Canadian denomination at the Bank of Canada noon exchange rate on the date of issuance. At maturity the debentures will convert at a 20% discount to the market price, with a $0.20/$0.60 min/max conversion price. If Hamilton completes an equity offering for gross proceeds of $3 million or more in the first year of the debenture, the debentures automatically convert with a 10% discount to the offering price, or with a 20% discount if completed in the second year.
Medicure Inc. (TSXV: MPH.H) and its lender have agreed to a further deferral of US$4.3 million until July 23. Medicure is in discussions with its lender to resolve its payment obligations in conjunction with any transaction that may occur as part of its previously announced ongoing strategic review process (covered here).
Vigil Health Solutions Inc. (TSXV: VGL) has entered into a $200,000 loan agreement with British Columbia Discovery Fund (VCC) Inc. and GrowthPoint Capital Corp. The loan is secured by all of Vigil’s property and is due on December 31, 2010. The loan is convertible at the option of the lenders into common shares at a rate of one common share per $0.10 of indebtedness (or $2.00, if Vigil’s proposed 1:20 consolidation is approved).
Licensing and Commercial Deals
Tekmira Pharmaceuticals Corporation (TSX: TKM) has been awarded a new contract with the US Department of Defense to advance an RNAi therapeutic utilizing Tekmira’s lipid nanoparticle technology to treat Ebolavirus. More than 15% of the award will be subcontracted to US businesses. Tekmira is eligible to receive up to US$34.7 million over the next three years to develop a therapeutic candidate, file an Investigational New Drug application with the US FDA and complete Phase 1 of a human safety clinical trial. Tekmira has the option of extending the contract through clinical development and FDA approval, which would provide up to US$140 million in funding for the entire program.
ImmunoVaccine Inc. (TSXV: IMV) has in-licensed an investigational therapeutic survivin-based cancer vaccine EMD from Merck KGaA (ETR: MRK). ImmunoVaccine will combine EMD 640744 with its DepoVax™ delivery system for clinical development. The exclusive worldwide license covers development and commercialization for multiple cancer indications. In return, Merck will receive success-based milestones and royalties as a percentage of product sales. Further financial terms were not disclosed.
Aeterna Zentaris Inc. (TSX: AEZ, NASDAQ: AEZS) has announced that the FDA granted orphan drug status to perifosine, its oral Akt inhibitor for the treatment of neuroblastoma that is partnered with Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX). Handok has the South Korean rights.
Amorfix Life Sciences Ltd. (TSX: AMF) has entered into a licensing agreement granting Biogen Idec (NASDAQ: BIIB) exclusive worldwide rights to Amorfix’s Disease Specific Epitoptes (DSE™) amyotrophic lateral sclerosis (ALS) monoclonal antibodies. Biogen will complete development and prepare for clinical trials at its expense. Amorfix retains all rights for vaccines and diagnostics, and will receive an up-front payment of US$1million and is eligible to receive milestone payments and royalties. Other terms of the deal were not disclosed.
Axxess Pharma, Inc. (PINK: AXXE) is adding Fortex, an anti-inflammatory and pain relief prescription drug, to its product line. Axxess has the exclusive license to manufacture and market Fortex in Canada. Financial terms were not disclosed.
WEX Pharmaceuticals Inc. (TSX: WXI) has received an unsolicited take-over bid by Pharmagesic (Holdings) Inc., a subsidiary of CK Life Sciences Int’l (Holdings) Inc., for all of WEX’s outstanding restricted voting shares at $0.13 per share. Pharmagesic holds ~88.7% of WEX’s issued and outstanding restricted voting shares and the sole Class A Share. WEX’s board has formed an independent committee to commission a valuation of WEX’s restricted voting shares and to review and respond to the proposal. The offer would amount to $6.5 million.
A5 Laboratories (OTC: AFLD) has completed the previously announced acquisition of the contract research and interferon production technology (covered here). A5 intends to secure the interferon production technology IP, and complete plans for a pilot scale production and commercialization of interferon products for veterinary and human applications. With the acquisition A5 has established the capacity for contract analytical, product development, regulatory, and testing services in the environmental and pharmaceutical sectors. A5 has also reached an agreement with Neolabs to provide full CRO and development services, including raw material, finished product, and stability services, once A5 obtains Health Canada laboratory establishment licensing.
Winding Up, Expiring, Returns
Forbes Medi-Tech Inc. (OTC: FMTI) has entered into an agreement to sell its assets to MHT, LLC, an affiliate of Marco Hi-Tech JV LLC. Forbes intends on settling all of its contractual obligations and has appointed a liquidator to finalize its affairs and distribute the proceeds to its shareholders.
Cangene Corporation’s (TSX: CNJ) US$500,000 option to acquire an exclusive license to Maxygen’s (NASDAQ: MAXY) protein therapeutic has expired, following news that its response to a Biomedical Advanced Research and Development Authority RFP to develop a treatment for acute radiation syndrome has been eliminated.
BioSyent Pharma Inc., the subsidiary of BioSyent Inc. (TSXV: RX) has returned distribution rights for Virsani™, a hand and surface sanitizer, which it acquired from Notlers in January 2010. Virsani™ requires marketing investments which BioSyent is not prepared to make at this time.
T-Ray – License In, Placement Out
T-Ray Science, Inc. (TSX: THZ) has licensed the patent rights to a non-invasive skin cancer detection device in an exclusive agreement with the BC Cancer Agency. T-Ray will use the technology as part of its commercialization of its skin cancer detection device. The technology may also be used for endoscopic cancer detection, such as in the gastro-intestinal tract or cervix. Under the agreement, T-Ray has the exclusive worldwide right to use, sublicense, manufacture, distribute, and sell products based on BCCA’s technology, in exchange for an initial licensing fee, royalties, and an annual license maintenance fee. T-Ray will also issue 1,655,000 (5-year, closing price) warrants to BCCA.
T-Ray also intends to complete a non-brokered private placement of up to 3,000,000 ($0.22) units for proceeds of up to $660,000. Each unit is comprised of one common share and a 0.5 (1-year, $0.30) warrant. 8% in gross proceeds and brokers warrants equaling 8% of the shares sold by the broker will be paid to the broker, with the same terms as the warrants.
Thanks again to Keldeagh Lindsay for his help with this week’s Deal Review.