The Cross-Border Biotech Blog

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

Monday Deal Review: March 11, 2013

Welcome to your Monday Biotech Deal Review for March 11, 2013! The past week saw significant activity in the investment space, so click through to review a busy week’s worth of biotech news!


Abattis Biologix Corporation (CNSX: FLU) has announced that it will not be proceeding with its $600,000 non-brokered private placement as previously announced in its press release dated February 12, 2013 as it is canvassing other avenues of financing through strategic relationships to prevent any dilution for its shareholders.

TSO3 Inc. (TSX: TOS) an innovator in sterilization technology for medical devices in healthcare settings, has successfully completed its previously announced public offering of 7,000,000 common shares. The offering was completed on a bought deal basis through a syndicate of underwriters co-led by Desjardins Securities Inc. and Canaccord Genuity Corp. and including Byron Capital Markets Ltd. and Laurentian Bank Securities Inc., at a price of $1.00 per Common Share for aggregate gross proceeds to TSO3 of $7,000,000.

Stem Cell Therapeutics Corp. (TSXV:SSS) intends to file a prospectus supplement in each of the Canadian provinces of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia by way of a prospectus supplement to SCT’s base shelf prospectus of March 1, 2011 in respect of its previously announced offering of securities. The offering consists of up to 14,000,000 units which will be offered at $0.25 each for gross proceeds of up to $3.5 million. Each Unit will be comprised of one common share and one common share purchase warrants. Each Warrant will entitle the holder to purchase an additional common share for $0.40 for a period of 60 months following the closing of the offering. Euro Pacific Canada Inc. is acting as the agent for the offering.

Helix BioPharma Corp. (TSX: HBP) has announced that it received the Toronto Stock Exchange’s approval of its proposal to extend the expiry date of the 2009 Warrants by six months, from 5:00 p.m.Toronto time today until September 7, 2013 at 5:00 p.m. Therefore, effective as of 5:00 p.m. today, the expiry date of the 2009 Warrants was extended until September 7, 2013 at 5:00 p.m. No other provision of the 2009 Warrants has been amended, and none of the 2009 Warrants is held directly or indirectly by an insider of Helix. The 2009 Warrants were issued as part of a private placement completed by Helix on September 8, 2009, pursuant to which Helix issued 6,625,000 units at a subscription price of $2.05 per unit. Each unit consisted of one common share and one common share purchase warrant (each a “2009 Warrant”), with each 2009 Warrant common entitling the holder to purchase, subject to adjustment, one common share at a price of $2.87 until the Current Expiry Date.

Sirona Biochem Corp (TSXV:SBM)(OTCQX:SRBCF)(FRANKFURT:ZSB) has completed the sale of 14,245,000 units at a price of $0.10 per Unit for total proceeds of US$1,424,500 in the first tranche of its previously announced Private Placement. Strong support was received from Vancouver-based investment firm Pathfinder Asset Management.

Immunovaccine Inc. (TSXV: IMV) has closed the previously announced private placement of its securities, raising gross proceeds of $1,603,880. Under terms of the financing, a total of 4,860,244 common shares (the “Common Shares”) of Immunovaccine were sold at a price of $0.33 per Common Share.

Tribute Pharmaceuticals Canada Inc. (PINK:TBUFF) has raised approximately US$3.4 million through a private placement with private investors including the Company’s Chief Executive Officer, Chief Financial Officer and most members of its Board of Directors. Insiders’ investments accounted for over 50% of the gross proceeds raised at a price per Unit (as defined below) of $0.40, a premium over Friday’s closing share price. The Company is also pleased to announce that two of its investors in this raise are former chief executive officers of large US specialty pharmaceutical companies. Use of proceeds from the private placement include the further funding of promotion for existing products such as Cambia®, repayment of indebtedness, working capital and pending business development initiatives.

Cynapsus Therapeutics Inc. (TSXV: CTH) has completed its previously announced short form prospectus offering for aggregate gross proceeds of $6,008,000. Concurrent with the closing of the Offering, the Company and the holders of Series A to E debentures agreed to convert $4,031,406 in debt for common shares and warrants. In addition, the Company completed a share consolidation of the Company’s issued and outstanding common shares concurrent on the basis of one new common share for every ten common shares issued and outstanding.

Spectral Diagnostics Inc. (TSX: SDI) has entered into a private placement agreement with Toray Industries, Inc. (“Toray”), pursuant to which Toray will invest $5 million in Spectral. Under the terms of the private placement (the “Private Placement”), the Company will issue 16,666,667 common shares in the capital of the Company (“Common Shares”) to Toray at a price of $0.30 per Common Share, for gross proceeds of $5 million.

Lignol Energy Corporation (TSXV: LEC) has announced that, further to the private placement of $4.5 million which included 7,666,667 subscription receipts issued to Difference Capital Funding Inc. (“DCF”) as described in LEC’s press release dated December 17, 2012, the subscription proceeds of $1,150,000 previously held in escrow with respect to the Subscription Receipts have been released to the Company. Concurrently, each Subscription Receipt has been converted into one unit of the Company, each Unit consisting of one common share of the Company and one half of one warrant, each whole warrant entitling the holder to purchase one additional Common Share at a price of $0.20 per Common Share prior to December 17, 2014.

Debt Financing

ProMetic Life Sciences Inc. (TSX:PLI) has finalized the repayment terms of $4 million worth of secured loans previously provided by some of its long term stakeholders (“Stakeholders”), effectively rescheduling the repayment of $4.0 million worth of secured debt from July 1, 2013 to July 1, 2014.

Cardiome Pharma Corp. (NASDAQ: CRME) (TSX: COM) announced it has made the final payment to Merck, known as MSD outside the United States and Canada, of $13 million (currency in U.S. dollars) which has been accepted by Merck as full and final settlement of all amounts owing under the line of credit stemming from the companies’ collaboration and license agreement for vernakalant, signed in April 2009.  Under the terms of the December 10, 2012, settlement agreement between the companies, upon payment of $20 million by Cardiome to Merck on or before March 31, 2013, Cardiome’s outstanding debt of $50 million owed to Merck would be settled. Previously, Cardiome made an initial payment of $7 million to Merck.  Today’s final payment of $13 million concludes Cardiome’s total payment of $20 million to Merck and consequently terminates the credit facility and releases and discharges the collateral security Merck had taken in respect of the advances under the line of credit.

Commercial and Other Agreements

Sirona Biochem Corp (TSXV:SBM)(OTCQX:SRBCF)(FRANKFURT:ZSB) has signed a material transfer agreement (MTA) with French-based VitamFero, a veterinary healthcare company. VitamFero, a member of Genopole®, will test Sirona Biochem’s proprietary biological preservation technology with a goal to extend the storage time of its live attenuated animal vaccines. VitamFero develops novel anti-parasite vaccines for veterinary healthcare, in particular, in partnership with Merial, Sanofi Group’s Animal Health Division.

Trimel Pharmaceuticals Corporation (TSX: TRL) has announced that the Toronto Stock Exchange (the “TSX”) has notified it that the TSX will, in accordance with the practice of the TSX in connection with similar shareholder rights plans, defer its acceptance of the previously announced shareholder rights plan of Trimel (the “Rights Plan”) until such time as the TSX has determined whether the Ontario Securities Commission will intervene pursuant to National Policy 62-202 – Take-Over Bids – Defensive Tactics.

Bioniche Life Sciences Inc. (TSX: BNC) is reorganizing one of its business units with a view to seeking to unlock the value of the Company’s core Human Health technology. The reorganization involves moving the Company’s Human Health business into a new wholly-owned private subsidiary – Bioniche Therapeutics Corp. . The subsidiary will function as a standalone unit, and the new structure will allow direct external investment to support research and development activities, commercialization activities and acquisition opportunities, which may result in accretive value to the parent company.

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