TSX Exchange Symbol: RVX
CALGARY, July 8, 2015 /PRNewswire/ - Resverlogix Corp. ("Resverlogix") (TSX :RVX ) announced today that it has closed a license agreement and formally entered into a definitive stock purchase agreement with Shenzhen Hepalink Pharmaceutical Co., Ltd. ("Hepalink"). The closing of the stock purchase transaction is subject to customary closing conditions for a transaction of this nature and approval of the Toronto Stock Exchange.
Under the license between Resverlogix and Hepalink, should RVX-208 reach certain annual sales milestones in China, Hong Kong, Taiwan and Macau (the "Territories") ranging from 500 million renminbi ("RMB") to RMB 10 billion, Resverlogix will be eligible to receive sales-based milestone payments from Hepalink, each ranging from US$5 million to US$90 million. In addition, Hepalink will pay Resverlogix a royalty in the amount of 6% of net sales of RVX-208 in the Territories, subject to certain adjustments. The license will expire on a region-by-region basis on the later of the 15th anniversary of the first commercial sale in such region or the expiry date of the last-to-expire of any licensed patent.
Hepalink will be responsible for all clinical and development costs in the Territories, including a patient population that will be included in Resverlogix's planned Phase 3 BETonMACE trial.
As previously announced, under the terms of the transaction, Hepalink will subscribe for 13,270,000 units, each unit ("Unit") being comprised of one (1) common share and 0.075358 common share purchase warrants, for aggregate proceeds of approximately CAD$35 million, or CAD$2.67 per Unit. Each whole warrant is exercisable into one common share at CAD$2.67 per share for a period of five years. After giving effect to the transaction, Hepalink will hold approximately 12.63% of Resverlogix's common shares. The common shares and warrants issued to Hepalink will be subject to a three year lock-up period. Hepalink will also be entitled to nominate one mutually agreed representative for election to the board of directors of Resverlogix.
In addition, subject to completion of the Hepalink transaction, Eastern Capital Limited ("Eastern") will purchase 5,600,000 Units for aggregate consideration of approximately CAD$15 million, or CAD$2.67 per Unit. Therefore, total equity investment by Hepalink and Eastern exceeds CAD$50 million.
Resverlogix Corp. is developing RVX-208, a first-in-class, small molecule selective BET bromodomain inhibitor for the potential treatment of patients with cardiovascular disease, diabetes mellitus, Alzheimer's disease, peripheral artery disease, and chronic kidney disease. RVX-208 is the only selective BET bromodomain inhibitor in clinical trials. Resverlogix's common shares trade on the Toronto Stock Exchange (TSX :RVX ). For further information please visit www.resverlogix.com. We can be followed on our blog at http://www.resverlogix.com/blog and via Twitter https://twitter.com/resverlogix_rvx @Resverlogix_RVX.
This news release may contain certain forward-looking information as defined under applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. In particular, this news release includes forward looking information relating to the closing of financing transactions with Hepalink and Eastern, and the payment of royalties and milestone payments pursuant to the license agreement. Our actual results, events or developments could be materially different from those expressed or implied by these forward-looking statements. We can give no assurance that any of the events or expectations will occur or be realized. By their nature, forward-looking statements are subject to numerous assumptions and risk factors including the assumption that all necessary regulatory and third party approvals will be obtained and the assumptions and risk factors discussed in our Annual Information Form and most recent MD&A which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. Resverlogix disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Donald J. McCaffrey
President and CEO
SOURCE Resverlogix Corp.