The Cross-Border Biotech Blog

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

Monday Deal Review: September 16, 2013

 Welcome to your Monday Biotech Deal Review for September 16, 2013! The last week saw significant activity in financing. Of note is Miraculins $1,000,000 private placement, Sirona’s private placement, and Calyx’s proposal of a new private plcaement in response to the over-subscription of its previously announced offering. Finally, Stellar has raised $10 million in the initial closing of its own private placement.

In other news, Medicago is proceeding with its plan of arrangement after havign recieved court approval for the transaction.

See what else is happening in the biotech space by hitting the break!

M&Eh

Medicago Inc. (TSX: MDG) (the “Company”) announced that the Superior Court of Quebec has granted its final order approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, Mitsubishi Tanabe Pharma Corporation (“MTPC”) and 9284-9686 Québec Inc., a wholly-owned subsidiary of MTPC (the “Purchaser”). Under the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares (“Common Shares”) of the Company, other than the Common Shares currently held by MTPC and by Philip Morris Investments B.V. (“PMI”) an affiliate of Philip Morris International Inc. for cash consideration of $1.16 per Common Share. In addition, holders of warrants and options will each receive a cash payment equal to the difference between $1.16 and the exercise price of such warrants or options. In addition, all regulatory approvals required for the Arrangement have now been obtained. Assuming all other closing conditions are satisfied or waived, it is anticipated that the Arrangement will become effective on September 18, 2013.

Financing

Imaging Dynamics Company Ltd. (the “Company”) (TSX: IDL) announced that it has closed on its non-brokered private placement, previously announced here, of 300,000,000 common shares in the capital of the Company (the “Common Shares”) with Kangda International Medical Canada Co. Ltd. (“Kangda Canada”) at a price of $0.0046 per Common Share for gross proceeds of $1,380,000 (the “Private Placement”).  The Private Placement coincided with a sale by Belfry Medical Investments Ltd. of 200,000,000 Common Shares to Kangda Canada at the same price per share as the Private Placement which also closed.  After giving effect to the Private Placement, the Company currently has 908,441,782 issued and outstanding Common Shares.

Miraculins Inc. (TSX-V: MOM), (the “Company”) announced a non-brokered private placement offering (the “Offering”) of up to 16,666,666 units (“Units”) at a price of $0.06 per Unit for gross proceeds of up to $1,000,000. Each Unit will be comprised of one common share of the Company (a “Share”) and one half of one Share purchase warrant. Each whole warrant (a “Warrant”) will entitle the holder to purchase one Share at a price of $0.10 per Share for a period of 12 months from the date the Warrant is issued.

Calyx Bio-Ventures Inc.’s (the “Company”) (TSX-V: CYX) non-brokered private placement announced on September 3, 2013 has been oversubscribed. The Company now proposes to raise up to $480,000 (the “Private Placement”). The Private Placement will consist of the sale of up to 3,200,000 units (a “Unit”) at a price of $0.15 per Unit. Each Unit comprises one common share and one common share purchase warrant. Each common share purchase warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.35 for a period of eighteen months from the closing of the Private Placement. Closing of the Private Placement is now anticipated to occur on or about September 17, 2013 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

Sirona Biochem Corp. (TSX-V: SBM) announced that it has arranged, subject to TSX Venture Exchange acceptance, a private placement of up to 8,333,334 units at $0.12 per unit for total gross proceeds of up to $1,000,000. Each unit will consist of one common share of the Company and one transferable share purchase warrant, each warrant is exercisable into one additional common share of the Company for a period of two years from the date of issue at a price of $0.16 per share.

Critical Outcome Technologies Inc. (TSX-V: COT) announced that it has received conditional consent from the TSX Venture Exchange (TSXV) to extend the expiry date of 11,250,000 common share purchase warrants (Warrants) issued as part of three tranches of a non‐brokered private placement on March 23, April 9 and April 26, 2012 respectively. Each Warrant entitled its holder to purchase one common share of the Company at an exercise price of $0.30 per share for a period of 18 months from the date of issue. The New Expiry Dates of the Warrants will be reduced to a period of 21 days if, for any ten consecutive trading days during the unexpired term of the Warrant, the closing price of the Common Shares on the TSXV equals or exceeds $0.37. If this occurs, the reduced exercise period of 21 days will begin seven calendar days after the tenth Premium Trading Day. The remaining terms and conditions of the Warrants remain unchanged.

ProMetic Life Sciences Inc. (TSX: PLI) announced that it has secured financing from Thomvest Seed Capital Inc. (“Thomvest”) consisting of a long-term loan in the principal amount of $10 million. The loan is secured by ProMetic’s assets, excluding its patent portfolio, bears a compounded interest rate of 9% annually; no interest or principal is required to be repaid prior to the fifth anniversary of the loan. ProMetic has the ability to repay earlier without penalties upon certain conditions being met. ProMetic has granted Thomvest a warrant to purchase 1,000,000 common shares at a $0.52 per share exercise price for a term of eight (8) years. Additionally, ProMetic has granted a second warrant to Thomvest, exercisable upon payment of $15.6 million or the cancellation of ProMetic’s loan repayment obligation, for a number of ProMetic common shares equal to $15.6 million divided by the quotient of $461.6 million divided by ProMetic’s outstanding shares, determined on a fully diluted basis, at the close of business on the exercise date. The second warrant has a term ranging from five (5) to eight (8) years depending on ProMetic achieving certain capitalization milestones.

Stellar Biotechnologies, Inc.  (TSX-V: KLH), announced that it has completed the initial closing of its private placement, which included brokered and non-brokered portions, raising initial gross proceeds of US$10M. The non-brokered portion includes a US$5,000,000 investment by Amaran Biotechnology, Inc., a privately-held Taiwan biotech company and biopharmaceuticals contract manufacturer. The Initial Closing included a brokered portion sold to institutional and accredited investors totaling US$3,000,000 (2,857,143 Units) and a non-brokered portion totaling US$7,000,000 (6,666,667 Units). Each Unit, sold for US$1.05, comprises one share of Stellar’s common stock and one half of a share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional share of Stellar’s common stock at a purchase price of US$1.35 for a period of three years from the issuance date of the Warrants. The Company anticipates a final closing on or before September 20, 2013.

Debt Financing

Vivione Biosciences Inc. (TSX-V: VBI) announced that it has entered into a loan agreement (the “Loan Agreement”) with Mr. Glenn Smith, a director of Vivione (the “Lender”), whereby the Lender has agreed to provide Vivione with a revolving line of credit facility up to a maximum amount of CDN $1,000,000 for a two-year term (the “Loan”). The Loan will bear interest at a rate of 1% per month on the daily outstanding balance under the Loan, with interest calculated and payable monthly. The Loan is subject to the acceptance of the TSX Venture Exchange.  Pursuant to the terms of the Loan Agreement, Vivione intends to issue and allot to the Lender 400,000 non-transferrable warrants to purchase Class A common shares in the capital of Vivione at an exercise price of $0.35 per share for a two-year term. If the Class A common Shares of Vivione trade on the TSX Venture Exchange at a closing price above $0.42 for 20 consecutive days, the Bonus Warrants will be subject to accelerated expiry, such that the Bonus Warrants will expire 30 days after the public announcement of such trading event.

Commercial & Other Agreements        

Cangene Corporation announced that the company’s wholly owned subsidiary, Cangene Europe Limited, received marketing authorization approval for WinRho® 1500 LQ in Portugal from the National Authority of Medicines and Health Products, IP. The Company has received a national license to market the product in Portugal for two indications: to prevent Rho(D) immunization women that are in Rho(D) negative, and to treat Rho(D) negative patients after incompatible Rho(D) positive blood transfusions or other products containing erythrocytes antigens.

Premier Diagnostic Health Services Inc. (the “Company”) (CNSX: PDH) announced that a Letter of Intent (LOI) between Premier and a Chinese Conglomerate has recently been signed by both parties. The LOI defines the relationship, the responsibilities of each party and the scope of the project(s) to be undertaken by this Sino Canadian Joint Venture. In this regard, the initial project will involve the planning, design, implementation and operation of a freestanding, state of the art medical diagnostic center in a major population center in China, identified as a Sino Canadian Joint Venture and branded as a “Center for Advanced Diagnostics.” It is anticipated that up to 30 such Centers will be built in the next five years.

Axxess Pharma Inc. (PINKSHEETS: AXXE) announced they have signed an agreement with a leading Mexican pharmaceutical company, Industria Farmaceutica Andromaco, S.A. de C.V. Under the agreement, Axxess Pharma’s product, Soropon, will be marketed in Mexico by Andromaco. Axxess has also secured the rights to market in Canada, several of Andromaco’s market leading baby-care products. Axxess’s Soropon, a medicated shampoo for the treatment of cradle cap in infants and a severe form of dandruff in seniors (Seborrheic dermatitis), fits with Andromaco’s core product line and is anticipated to generate strong sales.

Other

Arch Biopartners Inc  (the “Company”) (CNSX: ACH) announced that the U.S. Patent and Trademark Office has issued US Patent 8,530,429 protecting its peptide technology which targets brain tumour initiating cells (BTICs) and invasive glioma cells (IGCs). The patent protects novel synthetic peptides that target and attach to human BTICs and IGCs. The issuance of this patent gives Arch protection for Arch’s technology in the most important pharmaceutical market in the world. Arch anticipates similar patents will be issued in the rest of the world’s major pharmaceutical markets in due course.

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