The Cross-Border Biotech Blog

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

Monday Biotech Deal Review: January 23, 2012

Welcome to your Monday Biotech Deal Review for January 23, 2012.  Noteworthy news from the previous week include the sweetening of the offer by Valeant for ISTA Pharmaceuticals by an additional dollar per share ($7.50 from $6.50), and the adoption by ISTA of a shareholder rights plan to replace its recently expired plan.  Read on to learn more. 


PharmaGap Inc. (TSXV: GAP) has completed a $231,000 private offering of 3,300,000 ($0.07) equity units, each comprised of one common share and one (3-year, $0.10) warrant. In connection with this closing, $18,480 in cash fees and 264,000 broker warrants will be paid to Northern Securities Inc.  Broker warrants are issued on the same terms and conditions as the warrants included in the Units.

Resverlogix Corp. (TSX:RVX) has entered into an equity distribution agreement with JonesTrading Canada Inc., as agent, to sell up to 15 million common shares at Resverlogix’s discretion at the market prices prevailing at the time of the sales, without discount. Pursuant to the agreement, Resverlogix also appointed JonesTrading Institutional Services LLC and MLV & Co LLC to sell up to an additional 10 million common shares of Resverlogix, solely at Resverlogix’s discretion, from time to time at a fixed price to subscribers in certain jurisdictions outside Canada during the period that the Agreement remains effective. The shares will be sold by way of transactions that are “at-the-market distributions”, including sales on the TSX. The number of ATM shares sold will not exceed 10% of the aggregate market value of Resverlogix’s common shares as at the last trading day of the month before the month in which the first trade of ATM Shares is made. The number of shares sold on any trading day will not exceed 25% of the total trading volume of the common shares on that trading day. Concurrent with entering into the equity distribution agreement, Resverlogix has cancelled the standby equity distribution agreement announced on March 29, 2010.

Amorfix Life Sciences Ltd. has closed the first tranche of a previously announced $677,820 non-brokered private placement of 3,012,532 ($0.225) units (covered here) each comprised of one common share and one (3-year, $0.50) warrant, with a 20-day, $1.00 trigger. In connection with the offering, Amorfix paid $15,920 in finder fees and issued 70,756 finder warrants with the same terms as the warrants issued pursuant to the placement. Amorfix intends to complete a secondary closing of up to 1,431,912 units.


Valeant Pharmaceuticals International, Inc. (NYSE: VRX; TSX: VRX) has increased its previously announced offer to acquire ISTA Pharmaceuticals Inc. (NASDAQ: ISTA) (covered here) from $6.50 to $7.50 per share in cash. Valeant also communicated to ISTA that Valeant believed that it could achieve a price of up to $8.50 per share, assuming that ISTA provides it selected confirmatory due diligence related to the company that is consistent with what Valeant expects to see. The offer remains open until January 31, 2012.

ISTA, meanwhile, has adopted a stockholder rights plan under which all stockholders of record as of January 27, 2012 will receive rights to purchase shares of preferred stock. The Rights Plan replaces the Company’s expiring rights plan, which had been in place since 2001 and expired on January 12, 2012. The Rights will be distributed as a dividend and will initially attach to, and trade with, common stock. The Rights will be exercisable if a group acquires 20% or more of ISTA’s common stock or if a tender offer for at least 20% of ISTA’s common stock is announced.

Shares for Debt

Miraculins Inc. (TSXV: MOM) has agreed to issue 952,533 common shares to Genesys Venture Inc., at a price of $0.0675 per common share as payment for services rendered in accordance with the terms of an agreement between the parties.

Other Commercial Developments

biOasis Technologies Inc. (TSXV: BTI) has entered into an investor relations agreement with Brisco Capital Partners Corp. for the purpose of increasing awareness of biOasis. The agreement is effective immediately and may be terminated by either party with thirty day written notice. Brisco will receive 250,000 (13-month, $1.05) share purchase options, vesting at a rate of 31,250 every three months, and a monthly fee of $6,000.

Medicago Inc. (MDG: TSX) and Cellectis plant sciences have signed a research agreement under which Medicago and Cellectis will collaborate to improve therapeutic proteins expressed from tobacco leaves.

Kane Biotech Inc. (TSXV: KNE) has renewed the service agreement with Pure Advertising and Marketing Inc. for investor relations services in 2012. The agreement is a 12 month renewable term where either party may terminate the agreement at anytime on 6 months prior written notice. Pure Advertising and Marketing will receive a monthly retainer fee of $5,000.00.

iCo Therapeutics Inc. (TSXV: ICO) has retained Crescendo Communications, LLC to help broaden investor awareness with its proprietary network of small-cap investors. The agreement is for a one-year term that may be terminated by either party in writing with 30 days’ notice. iCo will pay a consulting fee to Crescendo of $6,000 per month plus approved expenses.

Special thanks to Keldeagh Lindsay for help with this week’s Monday Biotech Deal Review!

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