Welcome to your Monday Biotech Deal Review for August 26, 2013! This week’s big story was the closing of Sophiris Bio’s IPO, which raised $65 million in gross proceeds. Antibe also closed its own IPO, rasing $3 million in aggregate proceeds. Finally, Stellar, Biologix Hair, Zecotec Photonics and Nightinggale Informatix have either closed or announced their intent to close private placements of their own.
I’d also like to take this oppurtunity to thank Jennifer Ng, an articling student with Norton Rose Fulbright Canada LLP, who will be assisting in bringing you the Monday Deal Review each week from now on. Thanks Jennifer!
Now hit the break to see the whole story on these major deals and for the rest of the past weeks’ stories!
Sophiris Bio Inc. (TSX: SHS, NASDAQ: SPHS) announced that it has closed its previously announced initial U.S. public offering in which it issued 13,000,000 common shares at a price of US$5.00 per share for aggregate gross proceeds of US$65 million. The offering was underwritten by Citigroup and Leerink Swann with Stifel and Lazard Capital Markets, acting as co-managers, and whom have been granted a 30-day over-allotment option to purchase up to an additional 1,950,000 shares at a price of US$5.00 per share. The Company intends to use the net proceeds to fund the first planned Phase 3 clinical trial of PRX302 for the treatment of the symptoms of BPH, to service its outstanding debt owing under a secured promissory note and for general corporate purposes.
Antibe Therapeutics Inc. (TSXV: ATE) announced that it has completed its third and final closing (the “Final Closing”) under its initial public offering prospectus (the “Prospectus”), raising gross proceeds of $269,799.75 and issuing 490,545 common shares at a price of $0.55 per common share. With the Final Closing Antibe has achieved the maximum offering of $3,000,000 under the Prospectus and accordingly distribution under the Prospectus has ceased.
Stellar Biotechnologies, Inc. (TSXV: KLH, OTCQB: SBOTF) announced its intent to close a private placement of up to 11,428,572 units (the “Units”) to raise gross proceeds of up to US$12,000,000. Each Unit will have a purchase price of US$1.05 and will consist of one common share in the capital of the Company and one-half of a transferable share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder to purchase one additional common share in the capital of the Company at a purchase price of US$1.35 for a period three years from the date of issuance of the Warrants.
Biologix Hair Inc. (OTCBB:BLGX) announced that all of the directors have consented to authorize the Company to effect a reverse split (the “Reverse Split”) of the Company’s stock on a 2 old for 1 new basis, such that its authorized capital shall decrease from 900,000,000 shares of common stock with a par value of $0.001 to 450,000,000 shares of common stock with a par value of $0.001 and, correspondingly, its issued and outstanding shares of common stock shall decrease from 59,276,750 shares of common stock to 29,638,375 shares of common stock. However, no fractional shares will be issued in connection with this Reverse Split; in the case of a fractional share, the fractional share will be rounded up. The effective date for the Reverse Split will be on or about September 3, 2013, or such prior or subsequent date as may be practicable in order to facilitate the filing with the Secretary of State of Nevada and to provide adequate notice to FINRA.
Nightingale Informatix Corporation (TSXV: NGH) announced that it has completed the first tranche of a private placement of $650,000 aggregate principal amount of 10% Series C secured subordinated convertible debentures (the “Debentures”) at a price of $1,000 per Debenture. The Debentures mature on March 14, 2016 and bear interest at the rate of 10% per annum, which shall be calculated and payable in cash monthly, in arrears, on the first business day of each month, commencing on September 1, 2013. Following March 12, 2014, Nightingale shall have the right to redeem the Debentures (a “Redemption”) at any time, in whole or in part, without notice or penalty, at a price equal to their principal amount plus accrued and unpaid interest. The Debentures are convertible at the holder’s option into common shares at any time at a conversion price of $0.60 per share. The conversion price represented a 150% premium to the 30 day volume weighted average trading price, established at the market close March 8, 2013. The Debentures are secured on all of the Company’s and certain of its subsidiaries’ present and subsequently acquired property and assets and shall be subordinated to certain defined senior indebtedness in the aggregate amount of $7.5 million.
Zecotek Photonics Inc. (TSXV: ZMS) announced that the Company has increased the previously announced non-brokered private placement by $1,000,000. The Company is offering 5,517,241 units of the Company at a price of $0.58 per unit for gross proceeds of $3,200,000. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at an exercise price of $0.75 per common share at any time on or before the 24-month anniversary of the closing of the offering. The Warrant’s exercise period will automatically accelerate if the common shares of the Company trade above $1.25 for a period of 10 consecutive trading days. Net proceeds from the funds raised will be used to complete the transfer of technology for the purpose of immediate commercialization, strengthen and maintain patents of the Company’s IP portfolio, for purchase order financings and general working capital purposes.
Commercial & Other Agreements
Sirona Biochem Corp. (TSXV: SBM) announced the signing of a Letter of Intent (LOI) whereby Sirona Biochem will provide an exclusive license to Wanbang Pharma to develop and commercialize Sirona’s SGLT2 Inhibitor in the People’s Republic of China (PRC). In exchange for this license, Sirona Biochem will receive upfront and milestone payments of up to US$9.5M upon successful achievement of development and regulatory milestones and then royalty payments for product sales in the PRC. Under the terms of the LOI, Wanbang Pharma will assume responsibility for funding and leading all clinical studies required for Chinese Food and Drug Administration approval. Sirona Biochem will be provided all clinical study results to support new regulatory applications outside of PRC.
Nuvo Research Inc. (the “Company”) (Nuvo) (TSX: NRI) announced that the Company has commenced legal action against Mallinckrodt Inc. (Mallinckrodt) by filing a Complaint in the United States District Court for the Southern District of New York. The Complaint asserts that Mallinckrodt has breached its contractual obligations to Nuvo as set out in a Licensing Agreement dated June 15, 2009 pursuant to which Nuvo licensed to Mallinckrodt the rights to market and sell Pennsaid and Pennsaid 2% in the United States. The Complaint asserts that Mallinckrodt breached the License Agreement in several respects. Most significantly, Mallinckrodt willfully failed to conduct certain clinical studies required under the contract that are critical to regulatory approval, marketing and sales of Pennsaid 2% throughout the world. Nuvo is seeking damages of not less than $100 million and a declaration that it is entitled to terminate the License Agreement which would result in the rights to market and sell Pennsaid and/or Pennsaid 2% in the United States reverting to Nuvo. Nuvo has not terminated the License Agreement which continues in accordance with its terms pending the Court’s decision.