Welcome to your Monday Biotech Deal Review for December 3, 2012. An unusually high number of private placements characterized the past week’s Canadian biotech activity, with Biosign Technologies having closed one private placement and following up with another. Cynapsus has filed a short form prospectus, following last week’s filing by Allon Therepeutics, and Patheon has indicated they intend to make a cash tender offer for outstanding senior notes. See more detail on these and last week’s other major biotech stories by clicking through!
Biosign Technologies Inc. (TSXV: BIO) has announced the closing of a private placement of units of the company for gross proceeds of approximately $287,785 for which total of approximately 4,427,462 units shall be issued at a price of $0.065 per unit. The company paid $3,328 in commissions to certain Agents in connection with the offering. Each unit is comprised of one common share of the Company and one half common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of $0.10 respectively for a period of 12 months from closing date, subject to an acceleration of the expiry date, upon requisite board notice, in the event the price of the common shares on the TSX Venture Exchange closes in excess of $.20 for five consecutive trading days.
Further, the company has announced the execution of a term sheet for a private placement of units of the company for gross proceeds of up to $550,000 for which a total of 11,000,000 units shall be issued at a price of $0.05per unit. Each unit is comprised of one common share of the company and one common share purchase warrant. Each warrant shall be exercisable for a 2-year period from the date of issuance, at an exercise price of$0.05 per share during the first 12 months and $0.10 per share during the second 12 months. One major investor, who is unrelated to the company, has committed to subscribe for $500,000 worth of units. The offering is anticipated to close on or before December 14, 2012.
Biosenta Inc. (CNSX: ZRO) has announced that the private placement previously announced by news release on August 8, 2012, as further revised to increase the size of the offering on September 21, 2012, is being increased to up to 7,000,000 units at a price of $0.20 per unit for gross proceeds of up to $1,400,000. Each unit consists of one Class A Share and one Class A Share purchase warrant. Each warrant will entitle the holder to purchase one additional Class A Share in the capital of the company at an exercise price of $0.30 per warrant share to the extent such warrant is exercised on or before the date that is 18 months from the closing date of the offering. In addition, subject to regulatory approval and successful closing of the offering, the company may pay a finder’s fee. All securities issued will be subject to a four-month hold period. The proceeds will be used for working capital purposes, in furtherance of the company’s activities in connection with development of its retail anti-mold product, Zeromold and development of it’s pilot plant. The company expects to close the private placement not later than December 1, 2012.
Abattis Bioceuticals Corp. (CNSX:FLU) has announced a non-brokered private placement of up to 2,100,000 units of the company at a price of $0.05 per unit for gross proceeds of up to $105,000. Each unit will be comprised of one common share of the company and one share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at a price of $0.13 per share for a period of one year, subject to forced acceleration in the event the company’s shares close at a price of $0.20 or higher per share on the Canadian National Stock Exchange (or such other stock exchange as the majority of the trading volume of the Company’s shares occur) for 10 consecutive trading days.
Xylitol Canada Inc.(TSXV:XYL) has announced that it has engaged Bayfront Capital Partners Ltd. on a best efforts agency basis to complete a private placement of up to 10,000,000 units (the “Units”) at a price of $0.20 per unit for aggregate gross proceeds of up to $2,000,000. Each unit shall be comprised of one common share and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to acquire one additional common share at a price of $0.30 for a period of 24 months following the closing date of the offering.
Cynapsus Therapeutics Inc. (TSXV: CTH) has announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in the Provinces of British Columbia, Alberta and Ontario in connection with a best efforts offering of common shares and warrants of Cynapsus for gross proceeds of $6 million to $8 million. Final pricing and determination of the number of common shares and warrants to be sold pursuant to the offering will occur immediately prior to the filing of the final short form prospectus in respect of the offering. Cynapsus entered into a term sheet dated October 3, 2012 with a healthcare/life science focused institutional investment group to be the lead investor in the offering. Funds managed by the lead investor will purchase common shares equal up to 9.9% ownership of the company, as calculated by the number of common shares held post-closing on an undiluted basis, limited to a maximum of $2,500,000.
Stem Cell Therapeutics Corp. (TSXV:SSS), has announced that consistent with the company’s corporate objective of the acquisition and development of additional stem cell-based therapies, and in order to attract the capital required to support this objective, management and the board of directors recommend the consolidation of the outstanding shares. Consolidation will permit the issuance of additional securities not currently permitted under $0.10 per share that has limited the company’s options. The consolidation is generally expected to be advantageous to the company’s corporate objectives and in attracting investors to the opportunities that may emerge from the company’s rebuilding. A meeting of shareholders will be held on December 20th, 2012 to vote on the recommendation of the board to consolidate the outstanding common shares on the basis of a ratio to be proposed by the board of directors in the range of one post-consolidation common share for each 10 to 30 outstanding pre-consolidation common shares.
Cynapsus Therapeutics Inc. (TSXV: CTH) has announced that it has closed a brokered private placement of units. Cynapsus issued an aggregate of 1,260,000 units at a price of $0.05 per unit raising gross proceeds of $63,100. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price, subject to adjustment, of $0.0625 per warrant share from the closing date for a period of 12 months, and thereafter at an exercise price of $0.10 per warrant share. If the common shares of the Corporation are consolidated during the 12 month period following the closing date on a basis of more than 1.6 common shares for one new common share then the automatic increase in the exercise price of the warrants 12 months following the closing date will not apply, provided the exercise price will nevertheless be adjusted as a result of the consolidation in accordance with the terms of the warrant. The warrants shall be exercisable by the holder thereof on any business day during the period ending 60 months following the closing date.
Patheon Inc. (TSX: PTI), has announced that it is commencing a cash tender offer for any and all of its outstanding 8.625% Senior Secured Notes due 2017. The company intends to use the proceeds from the proposed new debt financing, announced on October 29, 2012, to fund the tender offer or redeem any and all Notes that remain outstanding after consummation of the tender offer and to repay all outstanding borrowings under the company’s existing revolving credit facility and, together with proceeds from the rights offering announced on November 19, 2012 and available cash, to pay the purchase price for the proposed acquisition of Banner Pharmacaps from VION Holdings N.V., and to pay related fees and expenses associated with the transactions. Any remaining proceeds will be used for general corporate purposes.
Commercial, Licensing & Other Agreements
Merck Canada has announced that it is reinforcing its commitment to growing Montréal’s life sciences basic and translational research sector, by investing $12.5 million to fund research at three prominent university-affiliated and hospital-based research centres. This investment marks the latest contribution by Merck in its 2010 announcement to inject $100 million over five years in biopharmaceutical research and development (R&D) in Québec.