April 8, 2014

Monday Deal Review - April 7, 2014

Welcome to your Monday Biotech Deal Review for April 7, 2014. The Monday Biotech Deal Review provides you with highlights from Canadian public and private companies on the M&A, financing and licensing front. Please let us know if we have missed anything. Enjoy!



Tweed Marijuana Inc. (TSX-V: TWD) (“Tweed Marijuana”), formerly LW Capital Pool Inc., announced that it has closed its qualifying transaction with Tweed Inc. (“Tweed”) pursuant to which Tweed completed a reverse takeover transaction with Tweed Marijuana (the “Transaction”) and has delivered all materials to the TSX Venture Exchange (the “Exchange”) required to satisfy the listing conditions. As part of the Transaction LW Capital Pool Inc. changed its name to Tweed Marijuana Inc. and consolidated its shares on a 5 to 1 basis. Following this change, Tweed amalgamated with 2405882 Ontario Inc., a wholly owned subsidiary of Tweed Marijuana formed solely for the purpose of facilitating the Transaction. Trading in the common shares of Tweed Marijuana resumed on the Exchange at open of markets on Friday April 4, 2014 under the symbol “TWD” and traded over 88 million shares, having closed at $2.59 from a deemed vend-in price of $0.89.


Merus Labs International Inc. (the “Company”) (TSX: MSL) announced that the syndicate of investment dealers (the “Underwriters”) has exercised in full the over-allotment option to purchase 1,764,750 common shares of the Company (“Shares”) at a price of $1.70 per share granted to the Underwriters in connection with the Company’s previously announced public offering which closed on March 25, 2014. The Company has today issued 1,764,750 Shares for additional gross proceeds of $3,000,075 upon closing of the exercise of the over-allotment option.

Nuvo Research Inc. (TSX: NRI), (the “Company”) announced the closing of a non-brokered private placement (the “Private Placement”), pursuant to which an aggregate of 1,390,000 units of the Company were issued at a price of $2.25 per unit, raising gross proceeds of approximately $3,127,500.  Each Unit consists of one common share of the Company and one-half of one common share purchase warrant of the Company.  Each whole warrant entitles the holder to purchase one common share of the Company at a price of $3.00 for a 24-month period, subject to acceleration at the option of the Company in the event that the ten-day volume weighted share price for the Company’s common shares is equal to or exceeds $3.50 on the Toronto Stock Exchange (“TSX”) at any time during the warrant term.

Antibe Therapeutics Inc. (“Antibe”) (TSX-V: ATE) has closed its previously announced non-brokered private placement raising gross proceeds of $3,015,398 (the “Offering”) on the sale of 5,025,664 Common Shares of the Corporation. In connection with the private placement, Antibe has agreed to pay finder’s fees in the amount of $296,740 in cash and 494,565 Common Share purchase warrants (“Finder’s Warrants”), each of which will entitle the holder to purchase a Common Share at a price of $0.60 per share until March 31, 2016.

SQI Diagnostics Inc. (“SQI”) (TSX-V: SQD) announced it has filed a final short form prospectus relating to its previously announced public offering (“Offering”). Pursuant to the Offering, SQI will issue a minimum of 8,000,000 units of the Company (“Units”) at a price of C$0.50 per Unit for minimum aggregate gross proceeds of C$4.0 million. Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”).  Each Warrant is exercisable at a price of C$0.65 and entitles the holder thereof to acquire one Common Share for a period of two years following the closing of the Offering.

Miraculins Inc. (TSX-V: MOM), (the “Company”) announced a non-brokered private placement offering (the “Offering”) of up to 2,000,000 units (“Units”) at a price of $0.25 per Unit for gross proceeds of up to $500,000. Each Unit will be comprised of one common share of the Company (a “Share”) and one Share purchase warrant. Each warrant (a “Warrant”) will entitle the holder to purchase one Share at a price of $0.35 per Share for a period of 12 months from the date the Warrant is issued.

BIOSENTA INC. (CSE: ZRO) (the “Company”) announced that it has taken several significant steps toward improving the Company’s financial health by reducing and eliminating liabilities, and by substantially reducing overhead costs. As part of this restructuring the Company announced the following: Firstly, it has settled a $540,000 debt owing to Bruce Lewis, the Chairman and Secretary of the Company by issuing to him 3,600,000 common shares at a subscription price of $0.15 per share. Secondly, the Company is actively seeking and negotiating substantial reductions in other debts and payables that are not directly related to the production of product, or generation of sales, by the Company. Thirdly, monthly overhead costs have been substantially reduced to ensure that only costs directly related to the support of production or sales are being incurred.

Kane Biotech Inc. (TSX-V: KNE) (the “Corporation”) announced that it has issued 118,383 common shares of the Corporation (“Common Shares”) in payment of $12,430.26 in interest owing on the Corporation’s $500,000 2 year 10% convertible redeemable unsecured note (the “Note”) as at March 18, 2014. Pursuant to the terms of the Note, the Corporation has the option to issue Common Shares in lieu of cash in payment of interest on the Note at a deemed price per share equal to the market price of the Common Shares on the applicable interest payment date, subject to the approval of the TSX Venture Exchange (the “Exchange”).

Calyx Bio-Ventures Inc. (TSX-V: CYX) (the “Company”) announced a proposed non-brokered private placement of up to 35,000,000 units at a price of $0.06 per unit (each a “Unit”) for cash proceeds of up to $2,100,000 (the “Private Placement”). Each Unit comprises one common share and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.09 for a period of twenty four months from the closing of the Private Placement, subject to certain acceleration provisions in the event that the shares of the company trade at 15 cents or higher for 10 consecutive trading days.

Amorfix Life Sciences Ltd. (TSX: AMF) announced that it has closed the first tranche of a non-brokered private placement (the Offering) pursuant to which 1,618,500 common shares of Amorfix (Shares) and 1,618,500 Warrants were issued for gross proceeds of CDN$485,550.   The total number of Shares and Warrants that can be issued under the Offering is 3,800,000, for potential gross proceeds of $1,140,000. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.50 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.

Commercial & Other Agreements

Merck Serono, the biopharmaceutical division of Merck,  a division of Merck KGaA, Darmstadt, Germany (operates as EMD Serono in Canada) announced an exclusive license agreement with Auxogyn, Inc., Menlo Park, California, USA, for Auxogyn’s proprietary Early Embryo Viability Assessment (Eeva®) Test. Under the terms of the agreement, Merck Serono, a division of Merck KGaA, Darmstadt, Germany, will obtain exclusive rights to commercialize the Eeva Test in Europe and Canada, with the option to extend to selected countries and regions.


Supreme Pharmaceuticals Inc. (the “Company”) (TSX-V: SL) reports that the parties have extended the due diligence period in respect to the Company’s previously announced option agreement for an additional 7 business days until April 10, 2014. While due diligence results have been positive to date, the Company requires additional time to ensure the proper assessment of the South Okanagan producing facility before entering into the option.

The law firm Siskinds, Desmeules, Avocats, s.e.n.c.r.l. has launched a class action against Tyco Healthcare Group Canada ULC, doing business under Covidien (hereinafter “Covidien”) regarding its transvaginal mesh products. The Motion alleges that Covidien failed to adequately warn patients and physicians of the magnitude of the risk of serious side effects when using one of their transvaginal mesh products compared to alternative treatments.

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