Exclusive Rights Licensed to AnaBios
Corporation in Exchange for more than $17 Million in Potential
Milestone Payments and Up to 12% in Potential Sales Royalties
Zalicus Inc. (Nasdaq Capital Market: ZLCS), a biopharmaceutical
company that discovers and develops novel treatments for patients
suffering from pain, today announced that it has licensed its
Sodium Channel Modulator program, including intellectual property
and related pipeline assets, to AnaBios Corporation in exchange for
clinical milestone payments and royalties on potential future
sales. Under the terms of the agreement Zalicus will be eligible to
receive up to $17.2 million in clinical and regulatory milestone
payments and up to 12% of net sales on any future products
resulting from this license.
“AnaBios, with its proprietary Phase XTM technology platform
supporting candidate selection and clinical development, is an
ideal partner to advance these novel, oral, selective,
state-dependent sodium channel blockers which represent a promising
target for chronic pain,“ said Mark H.N. Corrigan, M.D., President
and Chief Executive Officer of Zalicus.
This licensing transaction is not expected to impact the amount
of Zalicus’ net cash at the closing of its previously announced
merger with Epirus Biopharmaceuticals, which is currently expected
to be in excess of $9 million. Pursuant to its merger agreement
with Epirus Biopharmaceuticals, Inc., the percentage of the
combined company that Zalicus stockholders will own as of the
closing of the merger is subject to adjustment at the closing based
on the level of Zalicus’ net cash as of a determination date prior
to the closing. On a pro forma basis, based upon the number of
shares of Zalicus common stock to be issued in the merger, (i)
current Zalicus stockholders will own approximately 19% of the
combined company and current Epirus equityholders will own
approximately 81% of the Company if Zalicus’ net cash as of a
certain determination date is equal to or in excess of $12 million,
(ii) current Zalicus stockholders will own approximately 17% of the
combined company and current Epirus equityholders will own
approximately 83% of the Company if Zalicus’ net cash as of a
certain determination date is in excess of $9 million but less than
$12 million, and (iii) current Zalicus stockholders will own
approximately 14% of the combined company and current Epirus
equityholders will own approximately 86% of the Company if Zalicus’
net cash as of a certain determination date is equal to or less
than $9 million. Based on Zalicus’ current level of net cash and
taking into account Zalicus’ projected expenses in connection with
the merger with Epirus, stockholders of Zalicus would own
appropriately 17% of the combined company and current Epirus
equityholders would own approximately 83% of the combined company
upon closing of the merger. In addition to the cHTS sale, Zalicus
is continuing to pursue other opportunities to monetize assets in
order to generate additional net cash and increase its
stockholders’ percentage ownership of the combined company to 19%.
There can be no assurances that Zalicus will be successful in
pursuing any such opportunities or that any actions taken by
Zalicus to attempt to increase its level of net cash between now
and closing will be successful.
About Sodium Channel Modulators
Zalicus has utilized its considerable expertise in Ion channels
to generate a pipeline of preclinical agents shown to affect NaV1.7
and NaV1.8 sodium channels. A number of these compounds have been
found to both reduce the excitability of neurons and to reverse
pain hypersensitivity in animal models of acute and neuropathic
pain. Targeting sodium channels in the peripheral and central
nociceptive signaling pathways through a unique mechanism of action
provides the opportunity to develop novel classes of safe and
effective pain therapeutics.
About AnaBios Corporation, Inc.
AnaBios Corporation is a unique contract research organization
that will deploy assays and develop databases for the testing of
efficacy and safety of drugs in development. This novel platform
will create a paradigm shift in the pharmaceutical industry by
providing relevant data in advance of clinical trials, further
enabling decision making concerning compound selection, dosing,
risk mitigation and management. These studies at AnaBios will allow
pharmaceutical companies to efficiently advance their drug
development sequences at a fraction of the cost and time compared
to current development paradigms.
About Zalicus Incorporated
Zalicus Inc. (Nasdaq Capital Market: ZLCS) is a
biopharmaceutical company that discovers and develops novel
treatments for patients suffering from pain. Zalicus has a
portfolio of proprietary clinical-stage product candidates
targeting pain and has entered into multiple revenue-generating
collaborations with large pharmaceutical companies relating to
other products, product candidates and drug discovery technologies.
Zalicus applies its expertise in the discovery and development of
selective ion channel modulators and its combination high
throughput screening capabilities to discover innovative
therapeutics for itself and its collaborators in the areas of pain
and oncology.
Zalicus entered into a definitive merger agreement with Epirus
Biopharmaceuticals on April 15, 2014, under which Epirus will merge
with a wholly-owned subsidiary of Zalicus in an all-stock
transaction. Following closing, Zalicus will be re-named Epirus
Biopharmaceuticals, Inc. The transaction is currently expected to
close during the summer of 2014. To learn more about Zalicus,
please visit www.zalicus.com.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Zalicus or Epirus
or the solicitation of any vote or approval. In connection with the
proposed transaction with Epirus, Zalicus filed a Registration
Statement on Form S-4 with the Securities and Exchange Commission
(the “SEC”) on May 8, 2014, which, as amended, was declared
effective on June 6, 2014 (the “Registration Statement”). The joint
proxy statement/prospectus of Zalicus and Epirus included in the
Registration Statement was filed with the SEC under Rule 424(b)(3)
of the Securities Act of 1933 on June 6, 2014 and mailed to Zalicus
and Epirus security holders. Investors and security holders of
Zalicus and Epirus are urged to read carefully the joint proxy
statement/prospectus relating to the merger (including any
amendments or supplements thereto) in its entirety, because it
contains important information about the proposed transaction.
Investors and security holders of Zalicus may obtain free copies
of the definitive joint proxy statement/prospectus for the proposed
merger and other documents filed with the SEC by Zalicus through
the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders of Zalicus may obtain free copies of
the definitive joint proxy statement/prospectus for the proposed
merger by contacting Zalicus, Attn: Justin Renz, jrenz@zalicus.com.
Investors and security holders of Epirus may obtain free copies of
the definitive joint proxy statement/prospectus for the merger by
contacting Epirus, Attn: Edward Scott,
escott@epirusbiopharma.com.
Zalicus and Epirus, and their respective directors and certain
of their executive officers, may be deemed to be participants in
the solicitation of proxies in respect of the transactions
contemplated by the agreement between Zalicus and Epirus.
Information regarding Zalicus’ directors and executive officers is
contained in Zalicus’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2013, which was filed with the SEC on March
14, 2014 (as amended by Form 10-K/A which was filed with the SEC on
April 30, 2014), the Registration Statement, and the definitive
joint proxy statement/prospectus. Information regarding Zalicus’
directors and officers and a more complete description of the
interests of Epirus’ directors and officers in the proposed
transaction is available in the Registration Statement and the
definitive joint proxy statement/prospectus.
Forward-Looking Statements
Any statements made in this press release relating to future
financial or business performance, conditions, plans, prospects,
trends, or strategies and other financial and business matters,
including without limitation, the ability of Zalicus to close the
Epirus merger, the amount of Zalicus’ net cash at closing and the
percentage of stock of the combined company to be received by
Zalicus’ stockholders at closing, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, when or if used in this press release, the
words "may," "could," "should," "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "predict" and similar
expressions and their variants, as they relate to Zalicus or its
management, before or after the aforementioned merger, may identify
forward-looking statements. Zalicus caution that these
forward-looking statements are subject to numerous assumptions,
risks, and uncertainties, which change over time. Further
information on the factors and risks that could affect Zalicus’
business, financial conditions and results of operations are
contained in Zalicus’ filings with the U.S. Securities and Exchange
Commission, which are available at www.sec.gov. The forward-looking
statements represent the estimates of Zalicus as of the date hereof
only, and Zalicus specifically disclaims any duty or obligation to
update forward-looking statements.
(c) 2014 Zalicus Inc. All rights reserved.
Zalicus Inc.Justin Renz, CFO,
617-301-7575JRenz@zalicus.comorGina Nugentgnugent@zalicus.com
EPIRUS Biopharmaceuticals (CE) (USOTC:EPRSQ)
Historical Stock Chart
From Mar 2024 to Apr 2024
EPIRUS Biopharmaceuticals (CE) (USOTC:EPRSQ)
Historical Stock Chart
From Apr 2023 to Apr 2024