January 27, 2015

Monday Deal Review - January 26, 2015

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Welcome to your Monday Biotech Deal Review for January 26th, 2015!

 

This week saw significant activity on the financing front, with EnGene announcing $13.5 million in series B funding, ESSA Pharma raising about $12 million via private placement and CohBar Inc. raising about $11.25 million an additional $2.7 million via an IPO and private placement, respectively.

Additionally, Roche, Meiji Seika Pharma and Fedora announced the signing of a license agreement for the development and commercialization of a beta-lactamase inhibitor (BLI) in phase I clinical development. The agreement stipulates that will Roche obtain worldwide rights from both companies for development and commercialization of the BLI, with the exception of Japan, where Meiji will retain sole commercialization rights. The deal is worth up to $750 million.

For more details on these stories as well as many more, keep reading!

 

Financing2Endo International plc (NASDAQ: ENDP) (TSX: ENL) (“Endo”) announced that on January 20, 2015, Endo Limited, Endo Finance LLC and Endo Finco Inc., its wholly-owned subsidiaries, priced $1.2 billion aggregate principal amount of 6.00% senior notes due February 2025 at an issue price of $1,000 per $1,000 principal amount in connection with their previously announced private offering. The notes will be unsecured, unsubordinated obligations of Endo Limited, Endo Finance LLC and Endo Finco Inc. and will be guaranteed by certain of Endo Limited’s direct and indirect subsidiaries.

enGene Inc., a Montréal-based biotechnology enterprise developing an innovative platform technology for delivering genes to cells lining the gastrointestinal tract, announced the closing of a $13.5 million Series B investment round led by Forbion Capital Partners, with participation of new investors Québec’s Fonds de solidarité FTQ and Pharmstandard International S.A.. Existing investor Lumira Capital via its Merck Lumira Biosciences Fund, which led the Series A round in 2013, also participated.

ESSA Pharma Inc. (“ESSA” or the “Company”) announced that it has completed a brokered private placement (the “Placement”) of special warrants (the “Special Warrants”) at a price of US$2.75 per Special Warrant for aggregate gross proceeds of approximately US$12 million. The Placement was conducted on a best efforts basis. Bloom Burton & Co. Limited acted as the lead agent and Roth Capital Partners acted as the agent in the United States (collectively, the “Agents”).  Investors in the Placement included Deerfield Management Company, Omega Funds, Special Situations Funds, and other investors.

CohBar, Inc. (TSX-V: COB.U), an innovative biotechnology company focused on discovering mitochondrial-derived peptides (MDPs) and developing them into novel therapeutics to treat major diseases and extend healthy lifespans, announced that it completed an Initial Public Offering (IPO) on January 6, 2015 of 11,250,000 units at a price of US$1.00 per unit, providing gross proceeds of US$11,250,000. Concurrently with the IPO, the company completed a previously-subscribed private placement of an additional 2,700,000 units for gross proceeds of US$2,700,000 million, resulting in a total raise of almost US$14 million. The initial public offering was conducted in Canada and registered in the United States pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. CohBar has 32,265,343 shares of common stock issued and outstanding after completion of these financings. The company also announced that its common stock was accepted for listing on the TSX Venture Exchange with commencement of trading on January 8, 2015, under ticker symbol COB.U. CohBar will report as a U.S. public company.

Knight Therapeutics Inc. (TSX:GUD), through one of its wholly owned subsidiaries (“Knight”), announced that it has entered into a senior secured debt financing agreement with Synergy Strips Corp. (OTCQB:SNYR) (“Synergy”), a US company focused on the health and wellness sector. The secured loan will fund Synergy’s acquisition of the FOCUSfactor brand, the United States’ #1 brain health supplement. The secured loan of US$6 million will bear interest at 15% per annum plus other additional consideration. The interest rate will decrease to 13% if Synergy meets certain equity-fundraising targets. The loan matures on January 20, 2017 and may be extended for up to an additional two years should Synergy meet certain revenue and profitability milestones. As part of the transaction, Knight has been issued 4,595,187 common shares in the capital of Synergy representing approximately 6.5% of its fully diluted capital. Knight will also receive a 10 year warrant entitling Knight to purchase up to 3,584,759 shares of Synergy at $0.34 per share. In addition, Knight will obtain the exclusive sales rights to FOCUSfactor and all of Synergy’s brands for Canada, Israel, South Africa and Russia in exchange for cost of goods plus a supply profit.

SQI Diagnostics Inc. (TSX-V: SQD) (OTCQX: SQIDF), a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, announced it intends to complete a non-brokered private placement (the “Offering”) of secured debentures of up to $4 million (collectively, the “Debentures”). The Debentures will bear interest at a rate of 10% per annum on the principal amount outstanding and will be repayable 60 months from the date issued. The Debentures will be secured by a general security agreement over all the present and future assets of the Company including intangibles. In consideration for the Debentures, the Company is issuing an aggregate of up on four million common share purchase warrants (collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one common share of the Corporation (a “Share”) at a price of $0.60 and is exercisable at any time up to 60 months after the date of issue. The securities being issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities law. The Debentures may be redeemed in whole or in part, at par and without premium or penalty, at the option of the Company if at any time following the first anniversary of the date of issuance of the Debentures, and  prior to the maturity date of such Debentures, the volume weighted average closing price of the Company’s Shares on the TSXV (or any other stock exchange on which such Shares are then traded) is equal to or greater than $1.00 per share for twenty (20) consecutive trading days.

Ceapro Inc. (TSX VENTURE:CZO) (“Ceapro” or the “Company”), a growth-stage biotechnology company focused on the development and commercialization of active ingredients for healthcare and cosmetic industries, announced that it has received conditional TSX-V approval for and has closed a $650,000 first tranche private placement of eight (8) percent unsecured convertible debentures (the “Debentures”) due December 31, 2016, with interest payable on June 30 and December 31 of each year. Pursuant to the terms of the Debentures, Ceapro will have the option to satisfy interest payments through the issuance of common shares based on the volume weighted average trading price of the common shares for the 20 trading days immediately prior to the interest obligation date. The Debentures are convertible into common shares of Ceapro at a price of $0.64 per common share and may be called for redemption upon 60 days’ notice. The Debentures and any common shares issued upon conversion of the convertible debentures are subject to a four-month hold period from the date of issue of the Debentures.

Supreme Pharmaceuticals Inc. (“Supreme” or the “Company”) (CSE:SL) is pleased to announce that it has closed a private placement financing (the “Financing”) on an oversubscribed basis for gross proceeds of $257,634.96. Upon closing the Financing, Supreme issued 780,712 units comprised of 780,712 common shares in the Company (“Common Shares”) and 390,356 Common Share purchase warrants (“Warrants”) at a price of $0.33 per unit. Each Warrant is exercisable for one Common Share at a price of $0.50 per share prior to January 23, 2017, subject to an accelerated expiry period upon 30-days notice by the Company to the subscriber, if the Common Shares trade above $0.70 for any five (5) day period during the term of the Warrants.

 

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Roche (SIX: RO, ROG; OTCQX: RHHBY), Meiji Seika Pharma (Meiji) and Fedora announced that they have entered into a license agreement for the development and commercialization of OP0595, a beta-lactamase inhibitor (BLI) in phase I clinical development. Under the agreement, Roche obtains worldwide rights from both companies for development and commercialization with the exception of Japan, where Meiji will retain sole commercialization rights. Under the terms of the agreement, Meiji/Fedora will receive upfront plus development, regulatory and sales event milestone payments totaling potentially up to $750 million. In addition, Meiji/Fedora are entitled to receive tiered royalties on sales of products originating from this collaboration.

Zymeworks Inc., announced a collaboration and licensing agreement with Celgene Corp. for the research, development, and commercialization of bi-specific antibody therapeutics enabled using Zymeworks’ proprietary Azymetric™ platform. Under the terms of the agreement, Zymeworks and Celgene will collaborate on the research and development of multiple bi-specific antibodies based on the Azymetric™ platform. Celgene will have the option to advance the resulting bi-specific candidates through clinical development and subsequent commercialization. Zymeworks will receive an initial upfront payment, as well as an equity investment from Celgene. Zymeworks is eligible to receive clinical, regulatory, and commercial milestones on successful candidates totaling up to US $164M per therapeutic candidate. Additionally, Zymeworks will receive royalties on worldwide net sales. Further financial details are not disclosed.

GenoLogics announced that GenomeDx Biosciences has implemented GenoLogics’ laboratory information management system, Clarity LIMS, to support whole transcriptome analysis workflows as part of their mission to address unmet clinical needs in the management of prostate cancer. Headquartered in Vancouver, B.C., GenomeDx will use Clarity LIMS in its CLIA-certified lab in San Diego, CA. Using their groundbreaking genomic test, the Decipher® Prostate Cancer Classifier, GenomeDx is able to predict the probability of cancer spread for men after surgery. Clinicians can then use this information, along with other clinical factors, to better guide postoperative treatment decisions and in certain men, avoid the side effects and high costs associated with treatment.

 

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Huron Technologies announced that it has rebranded itself as Huron Digital Pathology. The new name and accompanying logo more clearly communicate Huron’s focus on delivering innovative whole slide scanning solutions to its customers in digital pathology. Supporting the rebranding, the company has launched a new website at www.hurondigitalpathology.com. The site features Huron’s award winning TissueScope™ digital slide scanners, TissueView™ image management software, and its new TissueSnap™ preview station. A highlight of the new website is the resources page where visitors can download the free Huron image viewer and learn about how TissueScope scanners can be used in research and clinical applications.

Trimel Pharmaceuticals Corporation (TSX: TRL) announced that it has filed a New Drug Submission with Health Canada for NATESTO™ (testosterone) nasal gel for replacement therapy in men for conditions associated with a deficiency or absence of endogenous testosterone (hypogonadism). NATESTO™ is the first testosterone nasal gel filed in Canada for approval, and is the first and only approved testosterone nasal gel in the United States for replacement therapy in adult males diagnosed with hypogonadism. The commercial rights to NATESTO™ in the United States and Mexico have been licensed by Trimel to an affiliate of Endo International plc (NASDAQ:ENDP)(TSX:ENL). Endo intends to launch the product in the U.S., through its Endo Pharmaceuticals subsidiary, in this first quarter of 2015.

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