Biodexa Pharmaceuticals Enters into Non-binding Letter of Intent for Proposed Acquisition of Varian Biopharmaceuticals
18 May 2023 - 10:30PM
18 May 2023
Biodexa
Pharmaceuticals Enters
into Non-binding Letter of
Intent for Proposed
Acquisition of Varian
Biopharmaceuticals
Biodexa Pharmaceuticals PLC (NASDAQ: BDRX) (“Biodexa” or the
“Company”), a clinical stage biopharmaceutical company developing a
pipeline of products aimed at primary and metastatic cancers of the
brain is pleased to announce that it has signed non-binding letter
of intent to potentially acquire Varian Biopharmaceuticals, Inc.
(“VarianBio”), a private US precision oncology company developing
novel therapeutics for the treatment of cancer.
Background to the proposed
acquisitionIn recent communications, the Company has
referenced a shift in strategy from a drug delivery company to a
therapeutics company. Currently, the Company’s only clinical asset
is MTX110 which is being developed for three intractable rare and
orphan brain cancers. The Company’s intention is to add to, and
diversify, its development pipeline with a continued focus on rare
and orphan products and/or oncology therapeutics and VarianBio
represents the first of such opportunity.
Information on
VarianBioVarianBio is developing a high-potency,
specific atypical protein kinase C iota (“aPKCi”) inhibitor with
best-in-class potential as a treatment for various oncology
indications with an initial focus on basal cell carcinoma (BCC) and
molecularly targeted solid tumors.
VarianBio’s rationally designed aPKCi small
molecule inhibitor candidate that has been optimized for potency,
selectivity and tolerability. aPKCi has been implicated as an
oncogene in a number of human cancers, including BCC, cutaneous
T-cell lymphoma (CTCL), non-small cell lung cancer (NSCLC), acute
myeloid leukemia (AML), colorectal cancer, and pancreatic cancer,
among others. aPKCi has also been demonstrated to have a role in
allowing the immune system to recognize tumors, recruit immune
cells into the area, and ramp up the anti-tumor response to kill
cancer cells in the lab by shrinking their tumors.
The active pharmaceutical ingredient in
VAR-101/102, a novel aPKCi inhibitor, has demonstrated dose
dependent anti-tumor activity in murine and human BCC cell lines,
as well as other cancer models. VAR-101 will be developed in a
topical formulation for BCC which has the potential to offer
optimal clinical utility as a surgical neoadjuvant or adjuvant
therapy. Following completion of IND-enabling skin toxicology
studies, VAR-101 is targeting to start a Phase I proof-of-concept
study in the first quarter of 2024. VAR-102, an oral formulation of
the active aPKCi inhibitor, lends itself to broader applications in
multiple tumor types.
The Company believes that VAR-101 and VAR-102,
if approved, could represent significant medical and commercial
opportunities.
Terms of the proposed
acquisitionUnder the non-binding letter of intent,
VarianBio will merge into an acquisition subsidiary of the Company
and it is proposed that VarianBio equity and debt holders
(together,“VarianBio Securityholders”) will receive 10MM of the
Company’s American Depositary Shares (“ADSs”), at close as initial
consideration. On a pro forma basis, prior to the planned financing
discussed below, VarianBio Securityholders will own approximately
34% of the post-acquisition Company. VarianBio Securityholders will
receive up to a further 6MM ADSs, issuable in two phases: 3MM upon
the commencement of the first pivotal registration study of a
VarianBio product and an additional 3MM upon the first FDA approval
of a VarianBio product.
In addition, pursuant to the non-binding heads
of terms, the Company plans to raise not less than US$7.0MM, net of
expenses, which will be used to fund VAR-101 through its Phase I
proof-of-concept study that VAR-101 is targeting to commence in the
first quarter of 2024.
The acquisition agreement is also expected to
contain other customary conditions, including shareholder approval,
and appropriate representations and warranties by the parties.
For more information, please contact:
Biodexa
Pharmaceuticals
PLC |
Stephen Stamp, CEO and CFO |
Tel: +44 29 20480 180 |
www.biodexapharma.com |
|
Varian Biopharmaceuticals, Inc. |
Jeffrey Davis, CEO |
Tel: +1 239-302-1644 |
www.varianbio.com |
|
Edison Group (Investor Relations) |
Alyssa
Factor |
Tel: +1 (860) 573
9637 |
Email:
afactor@edisongroup.com |
About Biodexa
Pharmaceuticals PLC Biodexa Pharmaceuticals
PLC (listed on NASDAQ: BDRX) is a clinical stage biopharmaceutical
company developing a pipeline of products aimed at primary and
metastatic cancers of the brain. The Company’s lead candidate,
MTX110, is being studied in aggressive rare/orphan brain cancer
indications including recurrent glioblastoma and diffuse midline
glioma. MTX110 is a liquid formulation of the histone
deacetylase (HDAC) inhibitor, panobinostat. This
proprietary formulation enables delivery of the product via
convection-enhanced delivery (CED) at potentially chemotherapeutic
doses directly to the site of the tumour, by-passing the
blood-brain barrier and avoiding systemic toxicity.Biodexa is
supported by three proprietary drug delivery technologies focused
on improving the bio-delivery and bio-distribution of
medicines. Biodexa’s headquarters and R&D facility is in
Cardiff, UK. For more information visit www.biodexapharma.com |
About Varian
Biopharmaceuticals, Inc.Varian
Biopharmaceuticals, Inc. (“VarianBio”) is private precision
oncology company developing novel therapeutics for the treatment of
cancer. Precision oncology, whereby physicians use DNA testing to
look for genetic mutations of the unique tumors, holds the promise
of more targeted treatment recommendations with therapies designed
to fight specific tumor types. A recently published global
Precision Oncology Market analysis by Reports and Data found the
global precision oncology market size amounted to US$49.9 billion
in 2019 and is expected to grow at a CAGR of 99% over the next
eight years to reach US$99.7 billion in 2027. VarianBio is
developing a best-in-class high-potency, specific atypical protein
kinase C iota (“aPKCi”) inhibitor for the treatment of various
tumor types in multiple formulations. Recent scientific
publications have characterized aPKCi as an oncogene whose activity
may play a fundamental role in the regulation of cancer-associated
transcription factors including GLI-1 and K-RAS. VarianBio’s lead
drug candidate, VAR-101, is being developed in a topical
formulation for the treatment of basal cell carcinoma. VAR-102, an
oral formulation, is being developed for the treatment of a wide
variety of solid tumors where studies have shown potent aPKCi
inhibition would be impactful, including non-small cell lung cancer
(NSCLC), pancreatic cancer and colorectal cancer. For more
information on Varian Biopharmaceuticals, Inc., visit
www.varianbio.com.
Forward-Looking Statements
Certain statements in this announcement may
constitute "forward-looking statements" within the meaning of
legislation in the United Kingdom and/or United States. Such
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are based on
management's belief or interpretation. All statements contained in
this announcement that do not relate to matters of historical fact
should be considered forward-looking statements.
Reference should be made to those documents that
Biodexa shall file from time to time or announcements that may be
made by Biodexa in accordance with the rules and regulations
promulgated by the US Securities and Exchange Commission, which
contains and identifies other important factors that could cause
actual results to differ materially from those contained in any
projections or forward-looking statements. These forward-looking
statements speak only as of the date of this announcement. All
subsequent written and oral forward-looking statements by or
concerning Biodexa or VarianBio are expressly qualified in their
entirety by the cautionary statements above. Except as may be
required under relevant laws in the United States, Biodexa does not
undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future
events or otherwise arising.
No Offer or Solicitation
This announcement or any part of it is for
information purposes only and is not intended to and it does not
constitute an offer to sell or issue or the solicitation of an
offer to subscribe for or buy or an invitation to subscribe for or
purchase any securities or the solicitation of any vote or approval
in respect of such actions in any jurisdiction, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Important Notices
- This
announcement does not constitute a recommendation concerning any
investor’s investment decision with respect to the Company’s
securities. Any indication in this announcement of the price at
which ordinary shares or ADSs have been bought or sold in the past
cannot be relied upon as a guide to future performance. The price
of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. This announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that
may be associated with an investment in the Company’s securities.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
- Persons
(including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this
announcement should seek appropriate advice before taking any
action.
- Neither the
content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s
website (or any other website) is incorporated into or forms part
of this announcement.
Biodexa Pharmaceuticals (NASDAQ:BDRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Biodexa Pharmaceuticals (NASDAQ:BDRX)
Historical Stock Chart
From Jul 2023 to Jul 2024