May 5, 2015

Monday Deal Review - May 4, 2015


Welcome to your Monday Biotech Deal Review for May 4th, 2015!

The past week saw significant activity in the financing space, with Merus Labs, Resverlogix and Helix BioPharma announcing successful financings, among others. For details the major stories, as well as for the rest of the week’s news, continue reading this week’s Monday Deal Review!


Mira IV Acquisition Corp. (“Mira”; TSXV: MRY.P) is pleased to announce that it, together with its wholly-owned subsidiary Mira IV Subco Inc. (“Mira Subco”), has entered into a definitive agreement dated April 29, 2015 (the “Amalgamation Agreement”) pursuant to which Mira Subco will amalgamate (the “Amalgamation”) with Profound Medical Inc. (“Profound”) to complete an arm’s length qualifying transaction (the “Transaction”) in accordance with the policies of the TSX Venture Exchange (the “TSXV”).  The Amalgamation is structured as a three-cornered amalgamation and as a result the amalgamated corporation (“Amalco”) will become a wholly-owned subsidiary of Mira at the time of the completion of the Amalgamation. Following completion of the Amalgamation, Mira will change its name to “Profound Medical Corp.” (the “Resulting Issuer”).  The Amalgamation Agreement will be made available on SEDAR at Profound and Mira anticipate closing the Transaction on or about May 21, 2015.


Merus Labs International Inc. (“Merus” or the “Company”) (TSX: MSL)(NASDAQ:MSLI) is pleased to announce the closing of its previously announced bought deal financing with a syndicate of investment dealers (the “Underwriters”) co-led by Clarus Securities Inc., and Cormark Securities Inc. and including Canaccord Genuity Corp., Laurentian Bank Securities Inc., GMP Securities L.P. and TD Securities Inc. Under the financing, Merus issued a total of 19,672,200 common shares (“Shares”) at a price of $3.05 per Share for gross proceeds of $60,000,210.

Eastern Capital Limited (“Eastern”) is pleased to announce that it has entered into a subscription agreement with Resverlogix Corp. (TSE:RVX) pursuant to which Eastern has agreed to acquire 5,600,000 units issued by RVX (the “Units”) by way of a private placement (the “Private Placement”) at a price of Cdn.$2.67 per Unit, for an aggregate purchase price of Cdn.$14,952,000.  Each Unit entitles a holder to one common share (the “Share”) of RVX plus 0.075358 of a warrant expiring five years after the closing of the Private Placement.  Each whole warrant entitles Eastern to purchase one Share of RVX at a strike price of Cdn.$2.67.

Helix BioPharma Corp. (TSX: HBP) (FRANKFURT: HBP), a biopharmaceutical company developing innovative drug candidates for the prevention and treatment of cancer, announced it has now closed a private placement financing for aggregate net proceeds of approximately CAD$3.1 million, after expected expenses. Together with the previously announced closing of a separate private placement on April 1, 2015, the total raised during this round of financing is approximately CAD$8.3 million, after expected expenses.

BioMmune Technologies Inc. (the “Company”) (TSX VENTURE:IMU), announces a non-brokered private placement of up to 5,000,000 units (each a “Unit”) at a price of $0.20 per Unit for gross proceeds of up to $1,000,000. Each Unit will consist of one common share and one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of eighteen months from the date of closing, subject to an exercise acceleration clause. Under the exercise acceleration clause, which the Company may exercise once the Units are free of resale restrictions and if the Company’s shares are trading at or above a volume weighted average price of $0.50 for 10 consecutive trading days, the Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release.

Miraculins Inc. (TSX VENTURE:MOM) (the “Company”), a medical diagnostic company focused on acquiring, developing and commercializing diagnostic tests and risk assessment technologies for unmet clinical needs, has closed its recently announced private placement offering (the “Offering”). The Offering was over-subscribed with aggregate gross proceeds to the Company of $400,000 from the sale of 4,000,000 units (“Units”) at a price of $0.10 per Unit. Each Unit is comprised of one common share of the Company (a “Share”) and one Share purchase warrant (a “Warrant”).

Vivione Biosciences Inc. (“Vivione”) (TSX VENTURE: VBI) is pleased to announce that it has entered into a loan agreement (the “Loan Agreement”) with Mr. Glenn Smith, a director of Vivione (the “Lender”), whereby the Lender has agreed to provide Vivione with a revolving line of credit facility up to a maximum amount of CDN $220,000 for a one year term (the “Loan”). The Loan will bear interest at a rate of 1% per month on the daily outstanding balance under the Loan, with interest calculated and payable monthly. The Loan is subject to the acceptance of the TSX Venture Exchange.

Amorfix Life Sciences Ltd., a biotechnology company focused on diagnostics and therapeutics for misfolded protein diseases, in particular neurodegenerative diseases, announced that, subject to TSX approval, it has arranged a secured bridge loan in the amount of US$40,000 (the “Bridge Loan”) with four directors of the Corporation (the “Lenders”). The Bridge Loan will serve as interim financing to support the working capital requirements of the Corporation.


Northern Biologics Inc., a privately held biotechnology company backed by Versant Ventures, announced an exclusive, strategic collaboration with Celgene Corporation.  As part of the collaboration, Northern Biologics received a US$30 million upfront cash payment. It will use the funds to discover and develop first-in-class therapeutic antibodies, and will have the right to receive additional future payments that support the advancement of its portfolio.

OncoGenex Pharmaceuticals, Inc. (NASDAQ: OGXI) announced that its wholly owned subsidiary, OncoGenex Technologies Inc., executed a termination agreement with Teva Pharmaceuticals Ltd. (NYSE: TEVA) under which OncoGenex will regain rights to custirsen, an investigational compound currently in Phase 3 clinical development as a treatment for prostate and lung cancers. This transfer of rights occurs in connection with the termination of the 2009 collaboration agreement between OncoGenex and Teva. The agreement between the two parties to terminate the collaboration includes a $23.2 million payment from Teva.

Medworxx Solutions Inc. (TSX-V: MWX) announced The Royal Surrey County Hospital NHS Foundation Trust as the newest UK client to license the Medworxx Patient Flow solution, specifically, the Clinical Utilisation Review program using the Medworxx Clinical Criteria module. Royal Surrey County Hospital has opted for a two-year, three-phase software procurement and implementation roll-out across acute-care wards.

Generex Biotechnology Corporation (OTCQB:GNBT) announced that it intends to dividend to its stockholders a portion of the securities it receives upon completion of a definitive licensing agreement to license its RapidMist™ buccal drug delivery technologies to Smoofi, Inc. (OTCQB:SMFI).

Nonin Medical, Inc., the inventor of finger pulse oximetry and a leader in noninvasive medical monitoring, announced it has partnered with IDEAL Life, a Toronto-based leader in remote health management solutions. IDEAL Life will integrate the Nonin Model 3230 Bluetooth® Smart wireless finger pulse oximeter into its latest telehealth platform. The IDEAL Life system remotely monitors the oxygen saturation and other vital signs of chronic illness patients at home, then transmits the data to the hospital or clinic.

Aequus Pharmaceuticals Inc.  (“Aequus” or the “Company”) (TSX VENTURE:AQS), a specialty life sciences company focused on providing patients with differentiated and enhanced delivery systems for existing and approved drugs, and Corium International, Inc. (Corium) (NASDAQ:CORI), a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty transdermal products, announced that they have entered into a collaboration agreement under which the parties may co-fund new transdermal products with an initial focus on neurological disorders. Under the terms of this agreement, for each product selected for development the parties will assign an allocation of responsibilities, costs, rights and product revenues.

Ergoresearch Ltd (TSXV: ERG) – based in Laval and known under the Équilibre, orthèses et biomécanique banner – announces that it has entered into a letter of intent to acquire 49 % of the issued and outstanding shares of Orthoconcept (2008) inc. Laboratoire Victhom inc., a wholly owned subsidiary, currently holds 51% of the stock and, if the transaction is completed, Ergoresearch Ltd will thereafter hold 100% of the issued and outstanding shares of Orthoconcept (2008) inc.


The Fight Against Cancer Innovation Trust (FACIT) and its partners are pleased to announce the formation of Turnstone Biologics Inc. (Turnstone), a biotechnology company focussed on developing treatments for cancer that harness the patient’s own immune system. The company represents a unique collaboration between the Children’s Hospital of Eastern Ontario (CHEO) Research Institute, McMaster University, the Ontario Institute for Cancer Research (OICR), the Ottawa Hospital Research Institute, the University of Ottawa and FACIT. Turnstone and its founding partners share a vision to accelerate clinical translation and commercialization of oncolytic vaccine immunotherapies for the treatment of cancers.

As with all our posts, please see our full legal disclaimer.