The Cross-Border Biotech Blog

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

Monday Deal Review: November 4, 2013

  Welcome to your Monday Biotech Deal Review for November 4, 2013! A number of financings have closed in the past week, with a few more placement being announced as well.  Prometric is continuing with its public offering, while OPMEDIC is continuing with its amalgamation which will take the company private.

Follow the link to see the full week’s worth of major biotech stories!

M&Eh

Medical Pharmacies Group Limited (MPGL) has completed the acquisition of Desjardins Healthcare Group (DHG).The combination adds DHG’s broad range of healthcare products and services to MPGL, while also expanding MPGL’s pharmacy business in Eastern Ontario. Work is well underway to integrate the two companies’ operations. Desjardins’ medical supply and equipment business will continue to operate under the Ontario Medical Supplies Inc. name. With the acquisition of DHG, MPGL now has more than 1,000 employees, with operations in Ontario and British Columbia.

Financing

Pivotal Therapeutics Inc. (CNSX: PVO) announced that it has extended the closing date of the previously announced (October 2, 2013 and October 7, 2013) debt financing to November 30th, 2013.

Amorfix Life Sciences Ltd. (TSX: AMF) announced that it has closed a non-brokered private placement (the Offering) pursuant to which 400,000 common shares of Amorfix (Shares) and 400,000 Warrants were issued for gross proceeds of CDN$112,000. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.55 for a period of 24 months following the closing date of the Offering, subject to earlier expiry in the event (a trigger event) that, following the expiry of the four month hold period, the volume-weighted average price of Amorfix’s common shares on the Toronto Stock Exchange (TSX) over a period of twenty consecutive trading days exceeds $1.00. On the occurrence of a trigger event, Amorfix may give notice to holders to accelerate the expiry to a date which is not less than 30 calendar days after such notice is sent to the holders.

Miraculins Inc. (TSX-V: MOM) (the “Company”) announced the final close of a private placement offering (the “Offering”) with gross proceeds to the Company from this second close of $602,000 from the sale of 10,033,333 units (“Units”) at a price of $0.06 per Unit. Each Unit is comprised of one common share of the Company (a “Share”) and one half of one Share purchase warrant (a “Warrant”). This close brings the total funds raised under the private placement offering initially announced on September 12, 2013 to $1,032,000. Each whole Warrant entitles the holder to purchase one Share at a price of $0.10 per Share for a period of twelve months from the date the Warrant is issued. Certain persons assisted the Company by introducing potential subscribers for the Offering and were paid a finder’s fee of up to 8% of the total subscription proceeds received from subscribers introduced to the Company by each particular person. Additionally, certain of these persons were issued compensation warrants (“Compensation Warrants”) equal to up to 8% of the total number of Units subscribed for by subscribers introduced to the Company by each particular person. Each Compensation Warrant entitles the holder thereof to purchase one Share at a price of $0.07 per Share for a period of twelve months from the date of issue.

Axxess Pharma Inc. (PINKSHEETS: AXXE) announced they have received a signed term sheet from TCA Global Credit Masters Fund (TCA) to secure a US $4 million revolving line of credit. Closing is anticipated within 14 days, pending final due diligence from Axxess Pharma Inc. and TCA. The revolving line of credit will enable Axxess Pharma to generate significant revenue in the near-term with high gross profit margins. This is expected to be the beginning of a long-term partnership between TCA Global and Axxess Pharma which will assist Axxess Pharma’s capital needs as sales continue to grow. The line of credit will be used to aggressively develop, market and sell its line of pain relief and muscle recovery products worldwide, as well as develop and market a vitamins and minerals line under the TapouT brand name. Management will also release a second wave of TapouT branded products which will be a premium vitamins line.

Critical Outcome Technologies Inc. (TSX-V: COT) announced that it is extending the expiry date of 12,500,000 common share purchase warrants (Warrants) issued as part of three tranches of a non-brokered private placement on March 25, April 7 and April 21, 2011 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. Effective September 6, 2012, the Company amended the terms of the Warrants to extend the expiry date of all the Warrants to 5:00 p.m. EDT on October 31, 2013 (the “Expiry Date”). The Expiry Date is now being further amended to extend the expiry date to 5:00 p.m. EDT on May 31, 2014 (the “New Expiry Date”). The New Expiry Date 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 “Premium Trading Days”), the closing price of the Common Shares on the TSX Venture Exchange 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.

Novadaq® Technologies Inc. (the “Company”) (TSX: NDQ) announced the closing of its sale of 6,250,000 common shares, on a bought deal basis, at a price to the public of $16.75 per common share, pursuant to an underwriting agreement with Piper Jaffray & Co (previously announced here). Gross proceeds from the offering were approximately US$104.7 million. After the underwriting commissions and other offering expenses, Novadaq received net proceeds of approximately US$99.0 million. Piper Jaffray & Co. acted as sole manager for the offering. The common shares described above were sold by the Company in the United States pursuant to the Company’s effective shelf registration statement filed with the U.S. Securities and Exchange Commission and were not offered for sale or distributed in any province or territory in Canada.

Helix BioPharma Corp. (TSX: HBP) announced it has received private placement subscription agreements for common shares and warrants for aggregate net proceeds in excess of CDN$4.6 million after expected expenses. The terms of the placement are for the purchase of common shares at $1.15 per share and include one warrant per share at an exercise price of $1.61 and have an expiry of five years from the date of issue. ACM Alpha Management Consulting Est. provided financial advisory services to Helix in connection with this proposed private placement, the completion of which is subject to approval by the Toronto Stock Exchange.

Immunovaccine Inc. (the “Company”) (TSX-V: IMV) announced its intention to complete a non-brokered private placement of at least 8 million common shares of the Company (the “Common Shares”), at a price of $0.40 per Common Share for minimum gross proceeds of $3.2 million (the “Offering”). The Offering is expected to close on or about November 15, 2013, subject to the satisfaction of all necessary regulatory approvals, as well as to the satisfaction of customary closing conditions. The Offering will be made as a private placement, exempt from prospectus and registration requirements of applicable securities laws and the common shares to be issued will be subject to a four-month hold period.

MedX Health Corp. (TSX-V: MDX) announced that it has entered into agreements to settle a total of $1,779,933 of debt owed to certain trade creditors, general creditors and insider creditors, subject to all relevant consents and approvals.  Under the Debt Settlement Agreements, a total of $179,708 of trade debt will be settled by issuance of 898,812 shares issued at $0.20 per share, $1,164,620 of debt due to general creditors will be settled by issuance of 11,646,204 units at $0.10 per unit, and $435,603 of debt due to insider creditors will be settled by issuance of 1,742,415 shares at $0.25 per share.  Each of the units proposed to be issued to general creditors will be comprised of one fully paid common share and one-half of a share purchase warrant; each whole warrant will be exercisable to purchase one common share at $0.20 per share for the period to December 31, 2014, and at $0.30 from January 1, 2015 to December 31, 2015.  Additionally, the Company announced that it is proposing, subject to all relevant consents and approvals, including in particular, but not limited to approval from the TSX Venture Exchange, to raise $150,000 by issuance of 15 units as follows. (a) Each Unit comprises one “designated” Unsecured Convertible Redeemable Loan Note(“Loan Note(s)”) with a face value of $10,000 and one “designated” detachable, share purchase warrant (“Warrant(s)”); (b) Each Loan Note will bear interest at ten per cent (10%), payable at the end of each calendar quarter while it is outstanding; (c) The Conversion price for each Loan Note is $0.10, thus 100,000 fully paid common shares for each Loan Note on full conversion; (d) Each Warrant entitles the holder to purchase up to 100,000 additional common shares at $0.20 per share; exercise period is directly linked to expire on the date that is nine months after the maturity date of the respective Loan Note to which the warrant was originally attached; the Warrant expiration date is not changed in the event of earlier redemption or conversion of the originally attached Loan Note. (e) The Company may give notice to redeem any of the Loan Notes prior to its maturity date, without any obligation to designate the Loan Note to be redeemed in any particular order – i.e. the Company can elect to redeem later maturing Notes if it wants to, and does not have to redeem earlier maturing Notes first; (f)  Each Unit, and the underlying Loan Note and Warrant will be designated by a letter, from “A” to “O” Note “A” will mature on March 31, 2014, and subsequent Notes will expire sequentially on the last day of each month for fourteen months commencing April 30, 2014. MedX presently has 44,966,291 common shares issued and outstanding.

Avidus Management Group Inc. (the “Company”) (TSX-V: AVD) announced that, further to its news release dated October 11, 2013, the Company has completed a non-brokered private placement of 5,333,290 units (the “Units”) at a price of $0.15 per Unit for gross proceeds of approximately $800,000 (the “Offering”). Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”).  Each whole Warrant entitles the holder to purchase an additional common share of the Company at an exercise price of $0.20 per common share for a period of five years from the date of issue; provided, however, that the Company will be entitled to accelerate the expiry date of the Warrants to the date that is 10 days following the date that the Company provides notice to holders that the closing price of the common shares on the Exchange has been equal to or greater than $0. 45 for 10 consecutive trading days prior thereto. In connection with the Offering, the Company issued a total of 86,800 non-transferrable broker warrants (the “Broker Warrants”) and paid cash finder’s fees equal to $13,020.  Each Broker Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.20 per share for a period of 18 months.

ProMetic Life Sciences Inc. (the “Corporation”) (TSX: PLI) announced that it has filed its final prospectus (the “Final Prospectus”) in all Canadian provinces in connection with its previously announced public offering (the “Offering”) of common shares in the capital of the Corporation (the “Common Shares”). The Corporation entered into an agency agreement with agents for the Offering led by Paradigm Capital Inc. and including Beacon Securities Limited, D&D Securities Inc. and Cormark Securities Inc. (collectively the “Agents”). The Final Prospectus provides for the sale of a total of up to 23,318,000 Common Shares at a price of $0.90 per Common Share for gross proceeds of up to $20,986,200. The Final Prospectus also provides for the sale of up to an additional 3,497,700 Common Shares on the exercise of the over-allotment option by the Agents for additional gross proceeds of up to $3,147,930. In consideration for the services to be rendered by the Agents under the Offering, the Agents will receive a cash commission of 6% of the gross proceeds of the Offering. The Offering is expected to close on or about November 7, 2013.

Commercial & Other Agreements

SQI Diagnostics Inc. (TSX-V: SQD) announced that they have entered into a method development agreement with Isis Pharmaceuticals (Isis) to develop a multiplexed assay that will utilize SQI’s Ig_PLEX™ multiplexing immunogenicity technology. The potential benefits to drug development companies using SQI’s Ig_PLEX tests in their clinical studies include providing quantitative results for multiple anti-drug antibody isotypes in a single test, utilizing SQI’s automated systems to significantly improve the many benefits of multiplexing during drug development’s immunogenicity testing phase, and getting ahead of the emerging regulatory guidelines surrounding immunogenicity testing worldwide.

Response Biomedical Corp. (the “Company”) (TSX: RBM) announced that it has entered into a sales representation agreement with Med Tech/Med Care. Med Tech/Med Care will utilize its 40 person national Acute Sales Force to market RAMP® products into U.S. based hospitals that have more than 150 beds as well as into Independent Delivery Networks (IDNs) and a variety of other hospital-owned facilities. This is the third and most recent U.S. based sales agreement entered into between Response and a U.S. partner in 2013. The initial term of this new agreement is three years and is renewable annually upon mutual agreement. Med Tech/Med Care will market Response’s broad portfolio of tests, which currently includes its Cardiovascular tests: RAMP® Troponin I, RAMP® NT-proBNP, RAMP® Myoglobin and RAMP® CK-MB and its Infectious Disease tests: RAMP® Influenza A + B test and the RAMP® RSV test.

Axxess Pharma Inc. (PINKSHEETS: AXXE) announced Axxess Pharma (AXXE) and TapouT have signed an agreement providing Axxess Pharma the world-wide exclusive rights, to develop, market and sell a line of pain relief and muscle recovery products, as well as develop and market a vitamins and minerals line under the TapouT brand name. Through TapouT’s sponsorship of UFC events, Axxess plans to piggyback on its strong brand awareness and substantial loyal customer base. A second wave of TapouT branded products will be a premium vitamins line and Axxess has already begun talks with a Canadian cGMP (current Good Manufacturing Practices) manufacturer, anticipate launching in late 2013.        

BELLUS Health Inc. (the “Company”) (TSX: BLU) announced an agreement with AmorChem Holdings Inc. (“AmorChem”) to develop drug candidates for the treatment of AL amyloidosis. As part of the co-development agreement, BELLUS Health will provide proof-of-concept data, know-how and expertise.  AmorChem will fund the synthesis to be done at NuChem Therapeutics inc. and the biological testing to confirm the compounds’ potential in established models of AL amyloidosis.

Other

Valeant Pharmaceuticals International, Inc. (TSX: VRX) announced that it has entered into a settlement agreement with Anacor Pharmaceuticals to resolve all outstanding disputes between them, including the previously disclosed disputes involving Anacor and Valeant’s subsidiaries, Dow Pharmaceutical Sciences, Inc. (Dow) and Medicis Pharmaceutical Corporation.Anacor and Valeant agreed that Valeant would pay Anacor $142.5 million to settle all existing and future claims related to Anacor’s intellectual property, confidential information and contractual rights, and the payment includes the previously announced interim final award of damages and legal fees related to Anacor’s contractual dispute with Dow. Valeant has agreed to make payment to Anacor no later than November 8, 2013.

Stem Cell Therapeutics Corp. (TSX-V: SSS) announced that it has been granted Orphan Drug designation by the U.S. Food and Drug Administration (FDA) for the use of tigecycline in the treatment of acute myeloid leukemia (AML). Orphan Drug designation is granted to therapeutics treating rare diseases affecting less than 200,000 people in the U.S. The designation entitles the sponsor to seven years of market exclusivity as well as opportunities for additional funding and expert protocol assistance. A Phase I Canadian and U.S. multicenter dose-escalation clinical trial in patients with relapsed or refractory AML is nearing completion.

OPMEDIC GROUP INC. (“OPMEDIC Group”) (TSX: OMG) announced that shareholders approved the previously announced proposed amalgamation (the “Amalgamation”) of OPMEDIC Group and Kemourmedic Acquisition Inc. (the “Purchaser”) pursuant to which OPMEDIC Group will be taken private. Assuming the satisfaction of all of the conditions to consummate the Amalgamation, the Amalgamation is expected to become effective and to close on or about November 4, 2013. Pursuant to the Amalgamation, each shareholder other than the Founders will receive one redeemable share of the amalgamated corporation for each Share held immediately prior to the Amalgamation, and each redeemable share will be immediately redeemed for $2.90 payable in cash as soon as practicable thereafter. Applications will be filed to delist the common shares of OPMEDIC Group from the Toronto Stock Exchange and to terminate OPMEDIC Group’s status as a reporting issuer under applicable Canadian provincial securities laws.

One response to “Monday Deal Review: November 4, 2013

  1. Pingback: Monday Deal Review: November 25, 2013 | The Cross-Border Biotech Blog

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