Monday Deal Review - May 5, 2014

Welcome to your Monday Biotech Deal Review for May 5th, 2014!

This week saw Sunshine conclude an investment deal worth $2.5 million, with Antibe and Amorfix closing private placements of their own. Further, Welichem’s board released a statement to shareholders recommending the rejection of the tender offer made by LJ Resources. Keep reading to get the full scoop on the week’s major stories.

Welichem Biotech Inc. (the “Company”) (TSX-V: WBI) announced that its board of directors, on the recommendation of its special committee, unanimously recommends that Welichem shareholders REJECT the unsolicited offer (the “Offer”) to purchase all of the Welichem common shares (the “Shares”) at a price of $0.15 per Share by LJ Resources Co., Ltd. (“LJ”) and NOT TENDER their Shares to the Offer. After careful consideration and discussion, the special committee and board of directors of Welichem have determined, following analysis by the special committee with financial and legal advice, that the Offer is financially inadequate and not in the best interests of Welichem shareholders. The Offer is at a significant discount to both the current trading price of the Shares on the TSX Venture Exchange and the fair market value of the Shares (as determined by an independent valuator in the valuation included in LJ’s take-over bid circular).

Sunshine Biopharma, Inc. (OTCQB: SBFM) announced that it has entered into an Investment Agreement with Dutchess Opportunity Fund, II, LP (“Dutchess”). Dutchess has agreed to purchase up to $2.5 million shares of Sunshine’s Common Stock over a three-year commitment period. Under the terms of the Investment Agreement Sunshine may, from time to time (at its sole discretion), submit a notice to sell newly-issued shares of its Common Stock to Dutchess at 90% of the VWAP (volume weighted average price) during the 5 days preceding the date of such notice. The Investment Agreement does not impose any restrictions on Sunshine’s operating activities.

Antibe Therapeutics Inc. (“Antibe”) (TSX-V: ATE) completed the third and final closing of its previously announced non-brokered private placement raising gross proceeds of $334,600 (the “Offering”) on the sale of 557,667 Common Shares of the Corporation, bringing the total gross proceeds of this raise to $4,259,958. In connection with the third closing of this private placement, Antibe has agreed to pay finder’s fees of $32,460 in cash and 54,100 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 April 28, 2016.

Amorfix Life Sciences Ltd. (TSX: AMF) announced that it has closed the third tranche of a non-brokered private placement (the Offering) pursuant to which 333,333 common shares of Amorfix (Shares) and 333,333 Warrants were issued for gross proceeds of CDN$100,000. The total number of Shares and Warrants that can be issued under the Offering is 3,800,000, for potential gross proceeds of $1,140,000. To date the Company has issued 3,320,000 Shares and Warrants related to this Offering. Each Warrant entitles the holder to purchase one Share at a price of CDN$ 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.

Miraculins Inc. (TSX-V: MOM) (“Miraculins”) announced that the Company continues to advance discussions towards finalizing an agreement (the “Agreement”) that would see the Scout DS® test distributed exclusively in China by Cachet Pharmaceutical Co., Ltd. (“Cachet”). The completion of the Agreement and execution of definitive documentation remain subject to all necessary contractual, regulatory and corporate approvals of both Miraculins and Cachet and the completion of satisfactory due diligence. There is no assurance that the parties will enter into the Agreement or execute the definitive documentation.

Knight Therapeutics Inc. (“Knight”) (TSX: GUD) announced that Genesys Capital Management Inc. (“Genesys”) has been engaged to assist Knight with its business development efforts. The mandate includes lending money on a secured basis to emerging biotechnology and specialty pharmaceutical companies in order to gain access to innovative products for the Canadian market.

Theratechnologies Inc. (TSX: TH) announced the closing of the transaction with EMD Serono, Inc. in which Theratechnologies regained all rights to EGRIFTA® (tesamorelin for injection) in the United States, including its commercialisation rights. As announced last December, Theratechnologies and EMD Serono entered into a termination and transfer agreement pursuant to which EMD Serono agreed to terminate its collaboration and licensing agreement with Theratechnologies in consideration of an early termination fee (of USD 20 million) payable over a five-year period starting on the first anniversary of the closing date. Starting in 2016, under the termination and transfer agreement, Theratechnologies will also pay an undisclosed, increasing royalty based on annual net sales. Royalties will be paid until a cumulative aggregate amount is reached or until January 1, 2024, the first of these events to occur.

Auven Therapeutics and BELLUS Health Inc. (TSX: BLU) announced that Auven has entered into a license agreement with the Icahn School of Medicine at Mount Sinai in New York, under which Auven obtains rights to develop KIACTA™ (eprodisate) as a treatment for chronic sarcoidosis. The agreement was negotiated through Mount Sinai Innovation Partners which facilitates the real-world application and commercialization of Mount Sinai discoveries and the development of research partnerships with industry.

Axxess Pharma Inc. (PINKSHEETS: AXXE) through its wholly owned subsidiary, AllStar Health Brands Inc., announced they have signed a large scale marketing agreement with Inside Fitness Magazine. The aggressive marketing campaign will include full-page ads, distributed throughout Canada. The ads will market Axxess Pharma’s line of TapouT-branded topical pain relief, muscle growth and recovery supplements.

Premier Diagnostic Health Services Inc. (the “Company”) (CSE: PDH) announced that on April 28, 2014 the Ontario Securities Commission (“OSC”) issued a full revocation order with respect to the cease trade order dated February 27, 2014 issued by the OSC. The revocation order was issued following the Company’s completion and filing of audited annual financial statements for the year ended September 30, 2013 and the related management’s discussion and analysis and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), and completion and filing of management-prepared interim financial statements for the period ended December 31, 2013 and the related management’s discussion and analysis and certification of the foregoing filings as required by NI 52-109. The delay in filing the continuous disclosure documents referenced above was caused by delays in the provision of certain financial information by the Company’s Chinese subsidiary.

Knight Therapeutics Inc. (“Knight”) (TSX: GUD) announced that on April 29, 2014 its common shares will commence trading on Toronto Stock Exchange. At this same time, its common shares will be de-listed from TSX Venture Exchange.

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