Date: 2016-06-03
Type of information: Company acquisition
Acquired company: Amarantus Diagnostics
Acquiring company: Avant Diagnostics
Amount:
Terms: * On June 3, 2016, Amarantus BioScience announced the closing of the sale of its wholly-owned subsidiary Amarantus Diagnostics, to Avant Diagnostics. * On March 7, 2016, Avant Diagnostics, a biotechnology company focused on the development of oncology based diagnostics, and Amarantus Diagnostics, a wholly-owned subsidiary of Amarantus BioScience Holdings, announced that the companies have jointly entered into a letter of intent for Avant to acquire assets and certain liabilities of Theranostics Health Incorporated (THI), adding key CLIA laboratory and intellectual property capabilities to Avant's previously announced letter of intent to merge with Amarantus Diagnostics. THI currently generates over $1.5M in services revenue from some of the world's leading biopharmaceutical companies, including 7 of the top 10 pharmaceutical companies by revenue. Under the terms of the letter of intent, Avant shall issue to THI 25 million shares of its common stock upon the closing. Amarantus BioScience has provided a convertible note of $400,000 to THI to facilitate the transaction that will be assumed by Avant upon closing of the transactions. As previously disclosed, Avant plans to issue 80 million shares of its common stock to Amarantus Biosciences upon completion of its merger with Amarantus Diagnostics. The Transactions are expected to close in the first half of 2016, and are subject to customary closing conditions. * On January 19, 2016, Amarantus Bioscience and Avant Diagnostics announced they have entered into a Letter of Intent to merge an Amarantus wholly-owned subsidiary, Amarantus Diagnostics, into Avant Diagnostics. Under the terms of the LOI, upon execution of definitive merger agreements, Avant shall issue to Amarantus 80 million shares of common stock of Avant Diagnostics, representing approximately 45% of Avant's post-merger common stock, and 10 million additional shares of common stock upon achievement of certain sales milestones. Amarantus shall have the right to appoint two directors to the Avant Board of Directors, and will assist Avant in bolstering its product development and commercialization resources to accelerate the further development of the combined company's product pipeline. The transaction is expected to be finalized in the second quarter of 2016, and is subject to customary closing conditions. The proposed merger will create the opportunity to progress highly valuable diagnostic assets in the areas of oncology and neurology. The combined assets have as their common element the potential to provide early and actionable information to physicians and researchers by harnessing the power of biomarkers based in the immune system in disease areas that previously yielded results of limited value.
Details: Theranostics Health Incorporated's core business is centered on providing pharmaceutical and biotechnical companies access to its technology for quantitatively measuring the activation status of key proteins and signal transduction pathways that are dysregulated in multiple disease processes via its Reverse-phase Protein Array (RPPA) platform. THI is experienced in running CAP-accredited assays in its CLIA laboratory for predicting response to therapies in difficult to treat cancers. The company has launched tests, TheraLink® Assays, for guiding therapeutic decisions in breast and colorectal cancer. The post-merger Avant Diagnostics will further build on its recognized scientific expertise in the area of cell cycle biology to increase its pharma services revenues and provide therapy guiding diagnostics in difficult to treat conditions. Post-merger Avant CLIA Pipeline: 1. OvaDx® immuno-oncology diagnostic assay is a protein-based test, potentially representing a significant improvement in the screening and diagnosis for ovarian cancer 2. MSPrecise® neuroimmunology-based next-gen sequencing diagnostic assay for multiple sclerosis 3. LymPro Test® neuroimmunology-based flow cytometry assay for Alzheimer's Disease Post-merger Avant Pharma Services Pipeline: TheraLink® Assay includes phospho-activation markers for known drug targets of over 30 approved molecular targeted therapies for treating breast cancer patients. In addition, the TheraLink® Assay panel includes other biomarkers that have utility in directing patients to clinical trials involving new investigational agents. Research programs and clinical trials are underway at leading institutions to validate the TheraLink® Assay panel for managing cancer treatment decision-making in other clinically significant areas such as colorectal, lung, pancreatic and ovarian cancer.
LymPro Test® neuroimmunology-based flow cytometry assay for Alzheimer's Disease is an early and scalable diagnostic result for physicians seeking to provide the best information and treatment plan for patients from the earliest stages of this devastating disease. LymPro is already being made available to the AD research and development community under an Investigational Use Only (IUO) designation via a services agreement between Amarantus and ICON Central Laboratories. The combined company expects to maintain the relationship with ICON and expand research activities in Alzheimer's.
Related: Cancer - Oncology Neurodegenerative diseases Diagnostic
