공시 • Jan 25
Midatech Pharma plc (AIM:MTPH) cancelled the acquisition of Bioasis Technologies Inc. (TSXV:BTI). Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) for $5.5 million on December 13, 2022. As per the terms of the transaction, MTPH shall issue 75,884,553 new ordinary shares at an exchange ratio of 0.9556 Ordinary Shares for every 1 Bioasis Share. A private placement equity financing of approximately $10 million that will be completed concurrently with Midatech’s acquisition of Bioasis. Upon completion of the Arrangement and the Midatech Financing, it is expected that the current Midatech securityholders, the current Bioasis securityholders and the Midatech Financing investor will own approximately 39.8%, 30.7% and 9.9% stake, respectively. The combination of Bioasis and Midatech will create a multi-asset rare and orphan disease company that will be renamed Biodexa Pharmaceuticals PLC (“Biodexa”). Post deal completion, Stephen Parker shall serve as non-executive chairman, Deborah Rathjen (currently Bioasis’ executive chair and Chief Executive Officer), Mario Saltarelli (currently a Bioasis director) and Simon Turton shall serve as non-executive directors and Stephen Stamp shall serve as Chief Executive Officer and director. Bioasis and Midatech shall pay a termination of $330,000 to the other party.
Completion of the Arrangement is subject to the completion of the Midatech Financing and Midatech shareholder approval along with other closing conditions customary for transaction of this nature including, among other things, approval of the Arrangement by the Supreme Court of British Columbia, the TSX-V having approved the de-listing of the Bioasis Shares, Bioasis Shareholders shall not have exercised Dissent Rights in connection with the Arrangement with respect to more than 10% of the issued and outstanding Bioasis Shares and the approval of at least two-thirds of the votes cast by all Bioasis shareholders. The board of directors of Bioasis (the “Board”) has unanimously approved the Arrangement Agreement and resolved to recommend that Bioasis securityholders vote in favour of the Arrangement at the Bioasis Meeting. As of December 19, 2022, Midatech is no longer required to seek delisting from AIM following completion of the arrangement. The transaction is expected to close in the first quarter of 2023. The transaction is expected to close by the end of February 2023. The Arrangement is anticipated to be completed on or about February 8, 2023.
Evans & Evans, Inc. acted as fairness opinion provider to Bioasis. Goodmans LLP and Lawson Lundell LLP are Bioasis’ Canadian legal advisors. Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is Bioasis’ financial advisor. Pursuant to the terms of Ladenburg’s engagement by Bioasis, Ladenburg is entitled to receive a fee upon the completion of the Arrangement in the form of Midatech securities. Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for Midatech. James Dance, Matthew Chandler and Rob Patrick of Strand Hanson Limited acted as financial advisors to Midatech. Andrew Thacker and James Pope of Turner Pope Investments (TPI) Ltd acted as brokers and The Bank of New York Mellon acted as depository bank and Neville Registrars Limited acted as transfer agent for Midatech. Brown Rudnick LLP, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Fasken Martineau DuMoulin LLP all acted as legal advisors while Mazars LLP acted as accountant to Midatech.
Midatech Pharma plc (AIM:MTPH) cancelled the acquisition of Bioasis Technologies Inc. (TSXV:BTI) on January 23, 2023. One of the conditions precedent to completion of the Arrangement was approval of the Arrangement and a number of related matters by the Midatech shareholders. Midatech has announced that its shareholders did not approve the Arrangement at the general meeting of Midatech shareholders held on January 23, 2023. 공시 • Dec 22
Bioasis Technologies Inc., Annual General Meeting, Feb 03, 2023 Bioasis Technologies Inc., Annual General Meeting, Feb 03, 2023. 공시 • Dec 15
Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) from The Lind Partners, LLC and others for $5.5 million. Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) for $5.5 million on December 13, 2022. As per the terms of the transaction, MTPH shall issue 75,884,553 new ordinary shares at an exchange ratio of 0.9556 Ordinary Shares for every 1 Bioasis Share. A private placement equity financing of approximately $10 million that will be completed concurrently with Midatech’s acquisition of Bioasis. Upon completion of the Arrangement and the Midatech Financing, it is expected that the current Midatech securityholders, the current Bioasis securityholders and the Midatech Financing investor will own approximately 39.8%, 30.7% and 9.9% stake, respectively. The combination of Bioasis and Midatech will create a multi-asset rare and orphan disease company that will be renamed Biodexa Pharmaceuticals PLC (“Biodexa”). Post deal completion, Stephen Parker shall serve as non-executive chairman, Deborah Rathjen (currently Bioasis’ executive chair and Chief Executive Officer), Mario Saltarelli (currently a Bioasis director) and Simon Turton shall serve as non-executive directors and Stephen Stamp shall serve as Chief Executive Officer and director. Bioasis and Midatech shall pay a termination of $330,000 to the other party. Completion of the Arrangement is subject to the completion of the Midatech Financing and Midatech shareholder approval along with other closing conditions customary for transaction of this nature including, among other things, approval of the Arrangement by the Supreme Court of British Columbia, the TSX-V having approved the de-listing of the Bioasis Shares, Bioasis Shareholders shall not have exercised Dissent Rights in connection with the Arrangement with respect to more than 10% of the issued and outstanding Bioasis Shares and the approval of at least two-thirds of the votes cast by all Bioasis shareholders. The board of directors of Bioasis (the “Board”) has unanimously approved the Arrangement Agreement and resolved to recommend that Bioasis securityholders vote in favour of the Arrangement at the Bioasis Meeting. The transaction is expected to close in the first quarter of 2023. Evans & Evans, Inc. acted as fairness opinion provider to Bioasis. Goodmans LLP and Lawson Lundell LLP are Bioasis’ Canadian legal advisors. Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is Bioasis’ financial advisor. Pursuant to the terms of Ladenburg’s engagement by Bioasis, Ladenburg is entitled to receive a fee upon the completion of the Arrangement in the form of Midatech securities. Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for Midatech. James Dance, Matthew Chandler and Rob Patrick of Strand Hanson Limited acted as financial advisors to Midatech. Andrew Thacker and James Pope of Turner Pope Investments (TPI) Ltd acted as brokers and The Bank of New York Mellon acted as depository bank and Neville Registrars Limited acted as transfer agent for Midatech. 공시 • Dec 14
Bioasis Technologies Shares Delisted from the TSX Venture Exchange Upon Completion Of Merger Bioasis Technologies Inc. announced that it has entered into a definitive agreement dated December 13, 2022 with Midatech Pharma plc, pursuant to which Midatech will acquire 100% of the issued and outstanding common shares in the capital of Bioasis from Bioasis’ shareholders in exchange for ordinary shares of Midatech in the form of American depositary shares (“ADSs”). Subject to all conditions precedent to completion of the Arrangement being met, the Arrangement is expected to close in the first quarter of 2023. In connection with the closing of the Arrangement, Bioasis will apply to have its shares delisted from the TSX Venture Exchange. 공시 • Feb 19
Bioasis Technologies Inc. announced that it has received CAD 0.2002 million in funding Bioasis Technologies Inc. announced a non-brokered private placement of 770,000 for CAD 0.26 per share for gross proceeds of CAD 200,200 on February 17, 2022. The transaction included participation from arm’s length investor. The common shares issued pursuant to the private placement are subject to a four month hold period in accordance with applicable securities laws. The transaction included participation from one placee.
On February 18, 2022, the TSX Venture Exchange has accepted for filing documentation with respect to the transaction. Reported Earnings • Jun 28
Full year 2021 earnings released: EPS CA$0.01 (vs CA$0.065 loss in FY 2020) The company reported a strong full year result with improved earnings, revenues and profit margins. Full year 2021 results: Revenue: CA$4.08m (up CA$3.47m from FY 2020). Net income: CA$698.4k (up CA$4.75m from FY 2020). Profit margin: 17% (up from net loss in FY 2020). Over the last 3 years on average, earnings per share has increased by 63% per year but the company’s share price has fallen by 15% per year, which means it is significantly lagging earnings. 공시 • Jun 24
Bioasis Technologies Inc. announced that it expects to receive CAD 10 million in funding from The Lind Partners, LLC Bioasis Technologies Inc. (TSXV:BTI) announced that it has entered into an agreement for a private placement of convertible debt for gross proceeds of CAD 10,000,000 on June 22, 2021. The transaction will include participation from Lind Global Macro Fund, LP, a fund managed by The Lind Partners, LLC. The company will also issue 4,839,048 warrants exercisable for a term of 30 months at an exercise price of CAD 0.41 per share. The company will receive CAD 3,000,000 in its first tranche closing. The company will pay commitment fee of CAD 90,000. The first tranche is expected to occur on or about June 25, 2021, subject to customary closing conditions. The company will receive an additional of CAD 7,000,000 in its second tranche, subject to mutual agreement and TSX Venture Exchange. 공시 • Jun 04
Bioasis Technologies Inc Announces Publication Validating its xB³ ™ Platform Technology for CNS Therapeutics Bioasis Technologies Inc. announced the publication of research validating the ability of the company’s xB3 ™ platform to cross the intact blood-brain barrier and its localization in variety of brain cell types. Professor Wilfred Jefferies together with scientists from both the Jefferies Laboratory and Bioasis used multiple approaches to help pinpoint and then evaluate Bioasis’ xB3 ™ platform technology by investigating its ability to traverse the BBB. This research shows that the xB3 ™ platform can cross intact BBB and enter intracellular organelles within neurons, glia and microglia in the brain. The research conducted by Singh, et al., “Discovery of a Highly Conserved Peptide in the Iron Transporter Melanotransferrin that Traverses an Intact Blood Brain Barrier and Localized in Neural Cells,” was published in the Frontiers in Neuroscience on June 2nd, 2021. The data presented in this publication provide evidence for the utility of xB3 ™ peptide (previously known as MTfpep) as a platform technology for delivery of recombinant and chemically conjugated drug across the BBB. This study characterizes the utility of xB3 ™ in brain delivery where the BBB remains intact and thus offers new avenues for potential focused treatments in variety of neuropathologies that are currently refractory to existing therapies. 공시 • Jan 31
Bioasis Technologies Inc. announced that it has received CAD 0.2 million in funding Bioasis Technologies Inc. (TSXV:BTI) announced a non-brokered private placement of 400,000 common shares at the price of CAD 0.5 per share for gross proceeds of up to CAD 200,000 on January 29, 2021. All securities issued pursuant to the transaction are subject to a four month hold period in accordance with applicable Canadian securities laws. Analyst Estimate Surprise Post Earnings • Jan 31
Earnings beat expectations, revenue disappoints Revenue missed analyst estimates by 100%. Earnings per share (EPS) exceeded analyst estimates. Over the next year, revenue is expected to shrink by 11% compared to a 1,340% growth forecast for the Biotechs industry in Canada. Is New 90 Day High Low • Jan 07
New 90-day high: CA$0.41 The company is up 8.0% from its price of CA$0.38 on 08 October 2020. The Canadian market is up 11% over the last 90 days, indicating the company underperformed over that time. However, it outperformed the Biotechs industry, which is down 2.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is CA$0.57 per share. Is New 90 Day High Low • Dec 12
New 90-day low: CA$0.30 The company is down 19% from its price of CA$0.37 on 09 September 2020. The Canadian market is up 10.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Biotechs industry, which is down 10.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is CA$0.56 per share. 공시 • Dec 11
Bioasis Technologies Inc. Approves the Appointment of John Hemeon to the Board Bioasis Technologies Inc. at its AGM held on December 10, 2020 approved the appointment of John Hemeon to the Board by shareholders. Analyst Estimate Surprise Post Earnings • Oct 31
Second-quarter earnings released: Revenue and earnings beat expectations Second-quarter revenue exceeded analyst estimates by 1,531% at CA$4.08m. Earnings per share (EPS) also surpassed analyst estimates at CA$0.03 versus a forecast of -CA$0.01. Revenue is expected to shrink by 33% over the next year, compared to a 397% growth forecast for the Biotechs industry in Canada. Reported Earnings • Oct 31
First half earnings released Over the last 12 months the company has reported total losses of CA$493.7k, with losses narrowing by 87% from the prior year. Total revenue was CA$4.30m over the last 12 months, up 146% from the prior year.