The Cross-Border Biotech Blog

Biotechnology, Health and Business in Canada, the United States and Worldwide

Monday Biotech Deal Review: August 9, 2010

Catching up from the long weekend last week, we have a full two weeks’ worth of deals to bring you. Highlights include $16.7 million of securities closings, $8.25 million launched; and interesting developments in the Forbes Medi-Tech and Northstar Healthcare acquisitions. Check out what the last two weeks have wrought…

Securities

Gemin X Pharmaceuticals has completed its $8 million Series E round of financing. All preferred stockholders participated, led by Caxton Advantage Life Sciences Fund LP and Sanderling Venture Partners.

Response Biomedical Corporation (TSX: RBMhas closed its previously announcedprivate placement of common shares for gross proceeds of approximately $8 million (covered here). 13,333,333 shares were issued to  OrbiMed Advisors, LLC affiliates at a price of $0.60 per share. Response also  announced board changes.

SQI Diagnostics Inc. (TSXV: SQDintends to issue 2,000,000 units through a non-brokered private placement at $2.50 per unit, for gross proceeds of $5 million. Each unit will comprise of one common share and a one-half (2-year, $5.00) warrant. Proceeds will be used to fund development and commercialization programs, and as general working capital. The placement is expected to close around August 12, 2010.

IntelGenx Technologies Corp. (TSXV: IGXhas engaged Bolder Investment Partners, Ltd. to complete a $2.5 million private placement by issuing $0.40 units comprising one common share and one (3-year, $0.50) warrant. The offering is expected to close around August 26, 2010. Net proceeds will be used for the continued development and commercialization of drugs to be delivered using IntelGenx’ patented and proprietary oral drug delivery technology, for working capital, and for capital expenditures. IntelGenx has also announced the amending of the exercise price of 2,142,857 outstanding warrants issued in connection with the 2007 convertible debenture financing, from US$0.80 to $0.50/US$0.48 per common share. The exercise period will now accelerate to 30 days if the market price trades at or above $0.625 for a period of 60 consecutive trading days (using the average of the TSXV and OTCBB closing prices).

AIM Health Group Inc. (TSXV: AHGhas entered into an agreement for a non-brokered private placement of 2,857,144, $0.25 common shares for total proceeds of $714,286. AIM has also received an additional $285,714 as a contract renewal fee with respect to a joint venture agreement.

Cynapsus Therapeutics Inc. (TSXV: CTHhas completed a $180,000 financing of secured debentures. The debentures bear interest at 8% per year, are secured by Cynapsus assets, and are payable on December 30, 2011. Debenture holders will receive an 8% capital discount, with 662,400, $0.05 common shares issued for $165,600 in net proceeds, to be used for working capital purposes.

Bradmer Pharmaceuticals Inc. (TSXV: BMR.Hhas completed a $500,000 placement of 5,263,152 common shares at $0.095, to be used for general corporate purposes. WildlawCapital Markets Inc. received a $19,250 commission and 202,631 (1-year, $0.095) warrants.

ALDA Pharmaceuticals Corp. (TSXV: APHis seeking an extension of the exercise period of 6,000,000, $0.40 outstanding warrants issued as part of the September 16, 2009 non-brokered private placement (covered here). The exercise period would be extended by 1 year. ALDA insiders hold 50,000 outstanding warrants.

CardioComm Solutions, Inc. (TSXV: EKGhas entered into a loan agreement and general security agreement with MD Primer Inc. under which MDP will extent a $200,000 line of credit security against CardioComm assets. Interest on the line of credit accrues at 6% per year and the line of credit is due July 28, 2012. MDP is under the direction of CardioComm’s chairman, who abstained from voting on the transaction. CardioComm has also amended its November 1, 2009 GEMS 4.0 software development agreement with MDP, removing the 5-year time frame restriction within which CardioComm could purchase exclusive rights. CardioComm has also granted 500,000 stock options to its CEO and 250,000 options to its CFO. The 5-year, $0.10 options vest over 18 months.

M&Eh

The indication of interest from Pharmachem Laboratories, Inc. for Forbes Medi-Tech Inc. (OTC: FMTI) turned into a definitive offer for US$1.9 million, which exceeded the previously announced approximately US$1.4 million purchase price offered by MHT, LLC (covered here). However, MHT has exercised its “right to match” the offer, and has increased its offer to US$1.76 million. Net proceeds from the offer is expected to be in the range of $0.14-$0.19 per share, with shares closing Friday at $0.17. Shareholders will be asked to approve the MHT offer at the annual and special meeting to be held on August 16, 2010.

Miraculins Inc. (TSXV: MOMhas executed a definitive agreement to acquire from PreMD Inc. rights to the PREVU Skin Cholesterol Test including intellectual property, licenses and regulatory approvals, inventories, data and marketing materials required to commercialize. Miraculins will pay $250,000, issue 1,822,158 common shares, and pay a 10 percent ongoing royalty on its gross revenue associated with PREVU to PreMD. Miraculins will retain the right to buy-out the royalty at anytime for a one-time $1,000,000 payment. The transaction is expected to close by August 15, 2010.

Northstar Healthcare Inc. (TSX: NHCannounced the expiration of the  previously-announced unsolicited offer by Canada Healthcare Acquisition Inc., a corporation indirectly controlled by Dr. Kramer, former CEO and former director of Northstar. CHA specified adverse financial change in Northstar as the reason for the expiration (covered here). However, CHA is buying $5 million of Northstar common shares and Healthcare Ventures, Ltd., another Kramer entity, will exchange all of its Class B special units in Northstar Subco, LLC, and all of its Class B Special Units of Northstar Healthcare Acquisitions, LLC., for Northstar common shares. CHA will own or control, directly and indirectly, approximately 56.2% of the outstanding Northstar common shares. Approximately 33 million fully-diluted Northstar common shares will be outstanding upon completion of this transaction. Northstar has received a $1,016,150 advance from CHA in connection with the placement. The closing is expected to occur around September 7, 2010. The advance will be used as working capital. Immediately following Northstar’s board of directors’ meeting scheduled for mid-August, 2010, two of Northstar’s current directors will be replaced by two nominees of CHA. Upon closing of the placement, the remaining three current directors will resign. CHA has exclusive rights to Northstar private placements and alternative transactions unless the private placement does not close by September 30, 2010. Northstar is seeking exemption from the requirement to seek shareholder approval for the private placement, given its financial hardship. The current moratorium on Northstar’s litigation claims against Dr. Kramer and related entities (and their counterclaims) will remain in place through closing of the placement.

Apotex Inc. sold more than 40 pharmaceutical products to AA Pharma. No value of the sale was provided, which takes effect August 3, 2010. The products represent different therapeutic categories, and will be sold by AA Pharma immediately. The Apotex label will be transitioned to the new label over a period of time.

Sales, Licensing and Other Commercial Developments

Innovotech Inc. (TSXV: IOThas signed an exclusive distribution agreementwith LevPharm Ltd to market and distribute its bioFILM PA™ test to hospitals and clinics within Israel. Market capacity in Israel for this test is estimated to be over 3,000 per year.bioFILM PA™ is the first diagnostic test to aid in selecting the most effective combination antibiotic treatment of patients with biofilm-based Pseudomonas aeruginosa infections, one of the common types of bacteria responsible for hospital acquired infections.

Titan Medical Inc. (TSXV: TMDhas signed a non-binding MOU with Rochester General Hospital. Rochester General Hospital will perform testing and evaluation of the Amadeus™ Robotic Surgical Platform surgeon console and its component sub-systems and will provide Titan with detailed testing and evaluation reports.

MedX Health Corp. (TSXV: MDXhas signed a LOI with Medical Marketing Berlin GmbH (MMB) for the exclusive North American marketing rights to the H’andy sana 211, a touch screen cell phone with an integrated ECG, a drug reminder, and a “Health Suite” to manage blood glucose, cholesterol, and blood pressure. MedX also plans to retire $1.5 million in debt by issuing $0.10 common shares, and plans to raise an additional $2 million via a non-brokered private placement of similar shares. There are 28,400,000 outstanding fully-diluted shares. Proceeds will fund the expansion of MedX’s distribution network; support marketing programs; continue development of various medical products, further develop the ECG cell phone, and for general working capital purposes. Details of the proposed transactions will be included in an August 10, 2010 circular, in advance of the annual general and special meeting scheduled for August 31, 2010.

Aeterna Zentaris Inc. (TSX: AEZNASDAQ: AEZSannounced that the National Institutes of Health has awarded a US$1.5 million grant over three years to Dr. Jacek Pinski, to conduct a Phase 1/2 study in refractory prostate cancer with Aeterna’sdoxorubicin LHRH receptor targeted conjugate compound, AEZS-108. The study will enroll up to 55 patients and comprise of an abbreviated dose-escalation followed by a single arm, Simon Optimum two-stage design Phase 2 study using the dose selected in the Phase 1 portion. Dr. Pinski’s team will also use new methods for collecting circulating tumor cells and analyzing data about AEZS-108′s effectiveness in advanced prostate cancer.

Afexa Life Sciences Inc. (TSX: FXAannounced that the Ontario Superior Court of Justice has dismissed a proposed Ontario class action lawsuit in conjunction with its approval of the settlement of all related claims. The Alberta Court of Queen’s Bench has dismissed a parallel proposed class action lawsuit in Alberta. Afexa reached an agreement in September 2009 to settle the proposed lawsuits, which were commenced in Ontario and Alberta in August of 2007. Afexa’s portion of the settlement amounts to $6.6 million, funded through insurance.

Thanks again to Keldeagh Lindsay for his help with this week’s Deal Review.

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One response to “Monday Biotech Deal Review: August 9, 2010

  1. Pingback: Monday Biotech Deal Review: August 16, 2010 | The Cross-Border Biotech Blog

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