March 3, 2015

Monday Deal Review - March 2, 2015


Welcome to your Monday Biotech Deal Review for March 2nd, 2015!


This week, Centric Health Corporation announced that it completed the acquisition of 100% of Pharmacare Fulfillment Center Ltd, in a transaction valued at up to $34.0 million.

In addition, TSO3 increased the size of its previously announced underwritten public offering from 8,000,000 units to 9,200,000 units, bringing the total size of the offering to $11,500,000.

Also, Cipher Pharmaceuticals Inc. announced it has strengthened its product pipeline by acquiring the worldwide rights to Dermadexin™, Pruridexin™, and ASF-1096 from Astion Pharma, a Denmark-based specialty pharmaceutical company. The transaction includes an upfront payment of CDN$6.0 million, followed by additional payments based on meeting certain milestones.

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



Centric Health Corporation (“Centric Health”) (TSX: CHH), announced that it has completed the acquisition of 100% of the shares of Pharmacare Fulfillment Center Ltd., an Edmonton-based leading specialty pharmacy business operating under the Care Plus, Pharmacare and Lidia’s Pharmacy brands (collectively, the “Care Plus Group”). All regulatory approvals have been obtained and all closing conditions have been satisfied. The acquisition, which is on a debt free basis, is expected to be immediately accretive. The Care Plus Group generated annualized trailing 12-month (ended December 31, 2014) EBITDA1 of $5.1 million. The total consideration will be settled by cash of up to $34.0 million, of which $26.0 million (subject to post-closing adjustment) was payable on closing, and the issuance of up to 12,608,695 Centric Health common shares (the “Purchase Shares”), of which 4,347,826 Purchase Shares were issued on closing.

Bionik Laboratories Corp. (OTC:DWTPD), a Delaware corporation (the “Company”), announced that it acquired Bionik Laboratories, Inc., a Toronto corporation (“Bionik Laboratories”), and completed the sale to qualified accredited investors of units consisting of its common stock and warrants for aggregate gross proceeds of approximately $6.2 million. Shares of the Company’s common stock will continue to be quoted on the OTC Markets under the symbol “DWTPD” until FINRA’s approval of the ticker “BNKL.” Bionik Laboratories is an innovative medical-robotics company that develops healthcare solutions for patients with restricted physical mobility.



TSO3 Inc. (TSX: TOS) (“TSO3” or the “Corporation”) an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce that it has filed a final short form prospectus with the securities regulatory authorities in all provinces of Canada with respect to a previously announced public offering of 8,000,000 units of TSO3 at the price of C$1.25 per unit for aggregate gross proceeds to TSO3 of C$10,000,000. Each unit is comprised of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of TSO3 at a price of $1.875 per common share at any time during the 24-month period following the closing of the offering. The warrants are subject to an accelerated expiry if, at any time after September 30, 2015, the closing trade price of the common shares on the TSX is equal or superior to $2.00 for any 10 consecutive trading days. In addition, the Company announced that, in relation to the placement of units on a bought deal basis (the “Offering”) announced earlier, the underwriters have exercised their option (the “Underwriters’ Option”) to purchase an additional 1,200,000 units at a price of C$1.25 per unit. TSO3 will receive additional gross proceeds of C$1,500,000 from the exercise of the Underwriters’ Option, increasing the total size of the offering to C$11,500,000. Closing of the Underwriters’ Option is expected to occur concurrent with the closing of the Offering on or about March 5, 2015.

Theralase Technologies Inc. (“Theralase” or the “Corporation”) (TSX VENTURE:TLT) (OTC PINK:TLFF) is pleased to announce that it proposes to offer for sale a minimum of 9,090,910 units of the Corporation (each, a “Unit”) and a maximum of 18,181,819 Units at a price of $0.44 per Unit (the “Offering Price”) for minimum aggregate gross proceeds of approximately $4,000,000 and maximum aggregate gross proceeds of approximately $8,000,000 (the “Offering”). Each Unit will consist of one common share of the Corporation (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire an additional Common Share (each a “Warrant Share”) at a price of $0.54 for a period of 60 months following the date of issuance.

InMed Pharmaceuticals, Inc. (“InMed”) (CSE: IN; OTCQB: IMLFF), is pleased to announce that it has closed the non-brokered private placement for 10,500,000 units (“Units”) at a price of $0.10 per Unit (the “Financing”).  Each Unit consists of one common share and one non-transferable share purchase warrant.  Each whole warrant will be exercisable by the holder to acquire one additional common share at a price of $0.13 for a period of twenty four (24) months following the closing of the financing.

Premier Diagnostic Health Services Inc. (“Premier” or the “Company”) (CSE:PDH) announces the issuance of 100,000 common shares of the Company (“Shares”) at a deemed price of $0.25 per Share to Sanjeev Parsad, President, CEO and director of the Company as a performance bonus awarded by the Company.

ESSA Pharma Inc. (“ESSA” or the “Company”) (TSX-V: EPI) and Bloom Burton & Co. Ltd. (“Bloom Burton”) announced that they have released from voluntary contractual lock-up (the “Lock-Up”) 2,353,130 common shares of the Company (“Common Shares”) representing 15% of the Common Shares originally subject to the Lock-Up. Of the Common Shares released from the Lock-Up, 763,875 shares will be free trading immediately upon release from the Lock-Up while the remainder will be subject to other lock-up or escrow restrictions.



Cipher Pharmaceuticals Inc. (NASDAQ:CPHR; TSX:CPH) (“Cipher” or “the Company”) announced it has strengthened its product pipeline by acquiring  the worldwide rights to three products from Astion Pharma (“Astion”), a Denmark-based specialty pharmaceutical company. The three products are focused on inflammatory dermatological diseases: Dermadexin™, Pruridexin™, and ASF-1096. The transaction includes an upfront payment to Astion of CDN$6.0 million, which was funded using Cipher’s current cash resources. A subsequent CDN$2.5 million milestone will be paid upon regulatory approval and commercialization of Dermadexin or Pruridexin in the U.S, which is where Cipher will focus its commercialization efforts. The agreement includes approximately CDN$31.5 million in additional payments contingent upon clinical milestones, regulatory approvals, commercialization and sales milestones in the both the U.S. and other regions. Over time, Cipher expects to out-license the products to partners in certain other regions.

Theratechnologies Inc. (TSX: TH) is pleased to announce that it has concluded an agreement with AOP Orphan Pharmaceuticals AG (AOP) for the distribution and commercialization of EGRIFTA™ in several European countries. Under the terms of the agreement, AOP will be responsible to conduct all regulatory activities to obtain marketing authorizations for EGRIFTA™ on a country-by-country basis in the territory. Prior to receiving such marketing authorizations, AOP intends to distribute EGRIFTA™ in the territory through Named Patient Sales Programs. Theratechnologies will be responsible for the manufacture of EGRIFTA™ and its supply to AOP at a predetermined transfer price. Moreover, AOP will pay royalties on net sales of EGRIFTA™ over a certain price level. The AOP agreement further provides for a milestone payment upon obtaining marketing authorizations, pricing and reimbursement approvals in countries totalling a certain number of inhabitants, as well as milestone payments upon reaching certain levels of cumulative net sales of EGRIFTA™ in the territory. An upfront payment of 150,000 Euros is associated with the execution of the Agreement. Including that upfront payment, milestone payments could potentially reach a combined total of three million Euros. The term of the Agreement varies on a country-by-country basis and extends for seven years from the first sales of EGRIFTA™ in each country or February 25, 2025, whichever is later.

Insulet Corporation (NASDAQ: PODD), the leader in tubeless insulin pump technology with its OmniPod® Insulin Management System, announced that following a four year distribution agreement with GlaxoSmithKline (GSK), the Company will assume full rights to distribute the OmniPod System in the Canadian market via a newly created Canadian Subsidiary, Insulet Canada Corporation. This will include all sales, marketing, training and support activities. The transfer is expected to be complete by end of June 2015.

Revive Therapeutics Ltd. (“Revive” or the “Company”) (TSX VENTURE:RVV), a clinical-stage company focused on commercializing treatments for gout and orphan drug indications, announced the expansion of its orphan drug indication pipeline to include the drug Bucillamine for the treatment of cystinuria and Wilson disease. The addition of cystinuria and Wilson disease was the result of the Company amending the material transfer agreement (the “MTA”), announced on February 20, 2014, with its global pharmaceutical partner headquartered in Osaka, Japan. Pursuant to the amended MTA, Revive will obtain access to confidential information and clinical trial supply of the drug Bucillamine for cystinuria and Wilson disease, which the Company expects to conduct US-based clinical trials. The Company will continue to have access to confidential information and clinical trial supply of the drug Bucillamine for the treatment of gout. In return, the global pharmaceutical company will have exclusive commercialization rights in Japan, Korea and Taiwan, and Revive will have exclusive commercialization rights in the rest of the world.

Medicago, a leading company in the development and production of plant-based vaccines and therapeutics, announced that it has received a task order from the Biomedical Advanced Research and Development Authority (BARDA) at the U.S. Department of Health and Human Services (HHS) for three anti-Ebola virus monoclonal antibodies (mAbs) with expected performance comparable to that of ZMapp™, from Mapp Biopharmaceutical. Medicago will manufacture the antibodies in its Quebec City, Canada facility, for a study in non-human primates (NHP). Two of these antibodies were discovered by the Public Health Agency of Canada. This order is the result of a Task Order Request (TOR) that was solicited by BARDA on December 22, 2014. It is part of the Indefinite Delivery/Indefinite Quantity (ID/IQ) contract between Medicago and the Defense Advanced Research Projects Agency (DARPA).

Triphase Accelerator Corporation, a private drug development company dedicated to advancing novel compounds through Phase II proof-of-concept, announced that it has entered into an academic center collaboration with Sunnybrook Research Institute in Toronto to assist in the development of Triphase’s novel, first-in-class, fully human bi-specific antibody TRPH 011 and evaluate the role of bifunctional targeting of VEGFR-2 and TIE 2 receptors in cancer. TRPH 011 binds and neutralizes VEGFR-2/KDR and TIE 2 receptors simultaneously, resulting in sustained inhibition of tumor growth and angiogenesis (the formation of new blood vessels from pre-existing vessels and a fundamental step in the transition of tumors from a benign to a malignant state).

NanoSpeed Diagnostics, Inc. (“NanoSpeed”) is pleased to announce an expansion of their exclusive distribution agreement with global diagnostics and instrumentation distributor, DiaSys Diagnostics Systems GmbH (“DiaSys”), to market their 25-OH Vitamin D deficiency test kit. Under the broadened agreement, DiaSys will market the point-of-care vitamin D test under their own brand, QDx™, worldwide except in those territories that are already part of NanoSpeed’s network and certain other territories. DiaSys is a large point-of-care diagnostics technology company with locations in Europe, Asia and Latin America selling to over 100 countries.



Arch Biopartners Inc (“Arch” or the “Company”) (TSX VENTURE:ACH)(OTCBB:FOIFF) announced the U.S. Patent and Trademark Office has issued U.S. Patent 8,961,984, titled “Surface Coated Structures and Methods” protecting its peptide-solid surface technology which has been shown to reduce biofilm formation, corrosion and friction on various metals and plastics. The issuance of this patent gives Arch commercial protection for this novel technology in the most lucrative pharmaceutical and industrial market in the world. Arch anticipates that similar patents will be issued, in due course, in various major national markets that are members of the Patent Cooperation Treaty.

ESSA Pharma Inc. (“ESSA” or the “Company”) (TSX-V: EPI) announced that it has submitted to the United States Securities and Exchange Commission (“SEC”) a registration statement on Form 20-F (“Registration Statement”) to register its common shares under the U.S. Securities Exchange Act of 1934.  The submission is an initial step in the process of seeking a U.S. stock exchange listing.

Monteris Medical announced that its NeuroBlate® System, currently the only minimally invasive robotic laser thermotherapy tool available in Canada, has been used for the first time following Health Canada Licensing late last year. Brian D. Toyota, MD CM MSc FRCSC, head of the division of neurosurgery, The University of British Columbia, performed the first NeuroBlate procedure at Vancouver General Hospital.

CannTrust Inc., a licensed producer and distributor of medical cannabis in Canada, announced CannTrust Access, a comprehensive patient assistance program for medical cannabis compassionate use in Canada. The CannTrust Access program is a Canadian first in medical cannabis programs and is available immediately to eligible Canadians whose health plans do not reimburse medical cannabis.

VANC Pharmaceuticals Inc. (the “Company” or “VANC”) (TSX VENTURE:NPH)(OTCQB:NUVPF), a pharmaceutical company focused on the Canadian generic drug and over-the-counter (OTC) markets, is pleased to announce that it has received confirmation from the British Columbia (BC) Ministry of Health approving 14 of the Company’s generic molecules under the Low Cost Alternative (LCA) program. The approval of these molecules makes them eligible for listing on British Columbia’s provincial formulary and for reimbursement through Pharmacare. Pharmacare is the Province’s coverage plan that assists residents with the cost of eligible prescription drugs and certain medical supplies.

Novo Nordisk announced that Health Canada has approved the New Drug Submission for Saxenda® (liraglutide), the first once-daily human glucagon-like peptide-1 (GLP-1) analogue for the treatment of chronic weight management. The Saxenda® approval in Canada follows the Committee for Medicinal Products for Human Use (CHMP) positive opinion under the European Medicines Agency (EMA) on 22 January 2015 and the US Food and Drug Administration (FDA) approval of Saxenda® in the US on 23 December 2014.

Oncolytics Biotech Inc. (“Oncolytics”) (TSX:ONC; NASDAQ:ONCY), a clinical-stage biotechnology company focused on the development of oncolytic viruses as potential cancer therapeutics, announced that the U.S. Food and Drug Administration (FDA) has granted Orphan Drug Designation for its lead product candidate, REOLYSIN®, for the treatment of cancer of the fallopian tube. The designation was granted on the basis of the Company’s December 2014 application for an Orphan Drug Designation encompassing ovarian, fallopian tube and primary peritoneal cancers which are generally treated as one indication.  On February 11, 2015, the Company announced that it had received Orphan Drug Designation for ovarian cancer.

Merus Labs International Inc. (“Merus” or the “Company”) (TSX: MSL)(NASDAQ:MSLI) announces that it has reached a settlement with Apotex Inc. related to the previously disclosed Canadian patent litigation on Enablex® (darifenacin hydrobromide). The terms of the settlement are confidential, and the impact is not financially material to the Company.

Novartis announced that Health Canada has approved Cosentyx (secukinumab) for the treatment of moderate to severe plaque psoriasis in adult patients who are candidates for systemic therapy or phototherapy. Offering a new treatment option for Canadians living with plaque psoriasis, CosentyxTM is the first approved human monoclonal antibody (mAb) that selectively binds to interleukin IL-17A.

Otsuka Pharmaceutical Co., Ltd. and its affiliate Otsuka Canada Pharmaceutical Inc. announce that Health Canada has approved JINARC™ (tolvaptan) as the first pharmaceutical agent for the treatment of autosomal dominant polycystic kidney disease (ADPKD). JINARC™ is indicated to slow the progression of kidney enlargement by targeting the underlying pathophysiology of the disease.

Seegene Inc. (KOSDAQ: 096530), a leading developer of multiplex PCR technologies, announced that Health Canada has approved its 6-target Allplex™ Respiratory Panel 5 assay, which identify Influenza virus A and B, RSV A and B, and Influenza A virus subtypes H1 and H3. Allplex™ tests are based on Seegene’s innovative MuDT™ technology enabling simultaneous detection and quantification of multiple targets in a single fluorescence channel, without melting curve analysis. This approval further builds on Seegene’s strong and growing market presence in the Canadian molecular diagnostics market.

DelMar Pharmaceuticals, Inc. (OTCQX: DMPI) (DelMar and the Company), a company focused on developing and commercializing proven cancer therapies in new orphan drug indications, announced that it received a Notice of Allowance from the U.S. Patent and Trademark Office (USPTO) for patent application number 13/817,096 entitled, “Compositions and methods to improve the therapeutic benefit of suboptimally administered chemical compounds including substituted hexitols such as dianhydrogalactitol and diacetyldianhydrogalactitol.” The allowed patent claims cover DelMar’s novel methods and compositions for the utility of chemical agents, compounds, and dosage forms related to administering VAL-083 (dianhydrogalactitol) for the treatment of hyperproliferative diseases, including cancer, to improve efficacy and reduce side effects of previously suboptimal chemotherapeutic agents.

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