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长江生命科技(00775.HK)与Virios Therapeutics, Inc.订立售股协议

cklife sciences (00775.HK) has entered into a stock sale agreement with Virios Therapeutics, Inc.

Gelonghui Finance ·  Oct 7 19:58

On October 7, CKLife Sciences (00775.HK) announced that on October 7, 2024: (i) The seller, Sealbond Limited (a wholly-owned subsidiary of the Company), entered into a share sale agreement with the buyer, Virios Therapeutics, Inc., whereby the seller agreed to sell and the buyer agreed to purchase 100% of the issued and outstanding common stock of the target company (a Canadian company Pharmagesic (Holdings) Inc.) for a total consideration of 100 million US dollars, to be paid through the issuance of consideration shares by the buyer to the seller (including common stock payment shares by the buyer and preferred stock payment shares by the buyer).

And (ii) the lender (a wholly-owned subsidiary of the Company, as the lender) entered into a loan agreement with the buyer (as the borrower), whereby the lender agreed to provide the buyer with a loan of up to a total principal amount of 19.5 million US dollars.

After the issuance of common stock payment shares by the buyer, the seller will hold approximately 15.9% of the issued and outstanding common stock of the buyer. Upon conversion and issuance of common stock by the buyer for the preferred stock payment shares (assuming all preferred stock payment shares are fully converted), the seller will hold approximately 90.7% of the issued and outstanding common stock of the buyer.

The target company is a Canadian company. The target company owns 100% of the issued and outstanding common stock of WEX, primarily engaged in the research, production, and commercialization of innovative analgesic pharmaceuticals. WEX's flagship candidate product, Halneuron, is a highly selective sodium channel blocker currently in the research stage, used to treat moderate to severe neuropathic pain induced by chemotherapy, pain caused by cancer, and other pain indications. After the completion of the transaction, the target company will continue to be accounted for as a subsidiary of the Company.

This transaction will result in a business combination between WEX, wholly owned by the target company, and the buyer. This will allow WEX to access the buyer's robust management team with extensive experience in biotechnology financing, research and development, and commercialization in the pharmaceutical sector (including pain treatment and pain-related disease drugs). It is expected that with the incorporation of the buyer's technological, drug development, and product commercialization expertise, WEX's flagship candidate product Halneuron will be able to announce data earlier and expedite market entry. As a publicly listed entity on Nasdaq, the buyer will also be able to access the US capital markets, thereby obtaining more funds to accelerate the development of Halneuron. The Company, through its significant interest held in the buyer, will benefit from expediting the development of Halneuron within the buyer's licensed scope. The loans provided to the buyer under the loan agreement will also support the development of Halneuron.

The translation is provided by third-party software.


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