Woden Venture Capital Corporation

Woden Venture Capital Corporation

July 28, 2017 09:00 ET

Woden Venture Capital Corporation: Acquistion of ACCUM Therapeutics-Qualifying Transaction-Change of Name-Consolidation-Concurrent Private Placements-Loan to the Target

MONTREAL, QUEBEC--(Marketwired - July 28, 2017) - Woden Venture Capital Corporation (NEX:WOD.H) (the "Corporation" or "Woden") is pleased to announce the signature of a letter of intent dated July 14, 2017 with the shareholders of ACCUM Therapeutics Inc. (the "ACCUM Therapeutics") for the acquisition of all ACCUM Therapeutics's outstanding shares (the "ACCUM Therapeutics Shares"). Woden will then change its name for ACCUM Therapeutics Corp. For the Corporation, the transaction shall constitute a Qualifying Transaction within the meaning of the TSX Venture Exchange's (the "Exchange") policies. ACCUM Therapeutics is a biotechnology company in the business of research and development focusing on enhancing delivery of tumor-specific therapeutic drugs.

Concurrently with the completion of its Qualifying Transaction, the Corporation intends to make a private placement of $1,000,000 (the "Private Placement") with several investors, subject to the Exchange's and regulatory authorities approvals (the Qualifying Transaction and the Private Placement collectively, the "Transaction").

Immediately prior to the Transaction, the Corporation intends to proceed with a preliminary private placement of $250,000 (the "Preliminary Private Placement"). The proceeds of which will be used to grant a loan to ACCUM Therapeutics (the "Loan") with the remainder to provide the Corporation with some initial working capital. Those steps will be followed by a reverse split of the Class "A" shares of Woden (the "Common Shares") on a ratio of 1 new share per 1.5 previous shares (the "Consolidation"). The whole is subject to the Exchange's and regulatory authorities' approvals.

Qualifying Transaction

The Transaction will constitute an arm's length Qualifying Transaction within the meaning of Policy 2.4 (the "Qualifying Transaction") and will be subject to a number of preconditions, including due diligence, the completion of the Private Placement and the receipt of all requisite regulatory and corporate approvals.

There is no arm's length party of Woden who has direct or indirect beneficial interest in the significant assets of ACCUM Therapeutics, that is otherwise an insider of ACCUM Therapeutics or that has relationship with a non-arm's length parties to the Transaction.

According to the purchase agreement to be executed, the Corporation has agreed to acquire the ACCUM Therapeutics Shares for a consideration of $4,500,000 paid by the issuance of 45,000,000 Common Shares post-Consolidation at a deemed value of approximately $0.10 per Common Share.

An intermediary's fee which will consist in the issuance of 2,925,000 Common Shares post-Consolidation will be payable to an arm's length party, subject to policy of the TSX's Corporate Finance Manual and other applicable securities regulation.

The Corporation intends to request an exemption from the sponsorship requirements pursuant to Policy 2.2 Sponsorship and Sponsorship Requirements. Nevertheless, ACCUM Therapeutics has agreed to obtain a valuation on ACCUM Therapeutics and all of its assets from an independent third party.

Information on the Target

ACCUM Therapeutics (Canada Business Corporations Act) is a biotechnology company operating in Saint-Lazarre, Québec that is at the forefront of research and development focusing on enhancing delivery of tumor-specific therapeutic drugs. The principle mission of ACCUM Therapeutics is to enhance the lives of those challenged by cancer, through innovative approaches to tumor drug delivery.

ACCUM Therapeutics has developed and successfully tested in cell culture and in limited animal studies a proprietary patented technology called CellAccumulator (« Accum ») that allows for universal modification of Antibody-Drug Conjugates (« ADC »). The invention is known as "Novel Immunoconjugates with cholic acid nuclear localization sequence peptide and uses thereof" (US provisional patent application number 62/308457 filed in March 2016; title: "Conjugates enhancing total cellular accumulation"). Dr. Jeffrey Victor Leyton has initially developed the ACCUM technology in connection with his academic research activities at the Université de Sherbrooke.The intellectual property was assigned to SOCPRA Sciences Santé et Humaines S.E.C. in August 2015 and then to ACCUM Therapeutics in May 2017.

ADCs are monoclonal antibodies (mAbs) transporting conjugated chemotherapeutics that are able to reduce nonspecific toxicity and increase chemotherapeutic activity at the tumor site - as mAbs target cancer cell surface antigens with excellent affinity and specificity. ACCUM Therapeutics develops technologies to empower ADCs to deliver the chemotherapeutic payload with increased precision and accumulation inside targeted cancer cells thereby more effectively eradicating tumors.

Current ADC advancements are mostly involved in the discovery of new chemotherapeutics, linker technology, and novel target development. Unfortunately, ADCs are currently reliant on travelling an inefficient intracellular route that consists of entrapment inside endosomes followed by transfer to lysosomes where the mAb is degraded and the chemotherapeutic released. However, this delivery route is plagued by multiple inefficiencies that are a result of adaptions by cancer cells that ultimately reduces the intracellular accumulation of the delivered chemotherapeutic. This leads to cancer resistance followed soon by patient relapse and death.

ACCUM Therapeutics believes the intracellular environment is the next frontier in ADC research and innovative approaches will be necessary to more precisely delivery and increase accumulation of the targeted chemotherapeutics to provide patients with long-lasting survival. ACCUM Therapeutics competitive edge compared to other ADC companies is the efficient and unique transport-mobilization system ACCUM Therapeutics provides when it is linked to mAbs. CellAccumulator (Accum) is the first-generation technology that when attached advances ADC effectiveness with three important mechanisms: 1) it enables ADCs to selectively escape endosome entrapment after receptor-mediated endocytosis; 2) it efficiently routes and accumulates ADCs to the nucleus - a large organelle (relative to lysosomes) and 3) demonstrates that coupling endosome escape with nuclear routing is required to improve total cellular accumulation, hence leading to increased cytotoxicity.

The founder of ACCUM Therapeutics, Dr. Jeffrey Victor Leyton, who has worked in mAb engineering and design for the past 15 years previously at world-renowned institutions such as UCLA and University of Toronto. Since 2008 Dr. Leyton has dedicated his research searching for approaches for more efficiently delivering payloads by mAbs within target tumor cells. Dr. Leyton holds funding from several agencies including the Cancer Research Society and the Canadian Institutes of Health Research.

The principal shareholders of ACCUM Therapeutics are SOCPRA Sciences Santé et Humaines S.E.C. (Québec), Michel Delisle (Québec), Jeffrey Victor Leyton (Québec) and Sebastien Plouffe (Québec).

As a recently incorporated entity, there is no significant financial information available at this stage.

Private Placement

Prior to the Transaction closing, the Corporation shall have completed the Private Placement for aggregate subscriptions of $1,000,000. In consideration for the subscriptions received, the Corporation will issue a maximum of 10,000,000 units at a price of $0.10 per unit ("Unit"). Each Unit will consist of one (1) Common Share post-Consolidation and one half (1/2) of a Common Share purchase warrant ("Private Placement Warrant"). Each Private Placement Warrant will entitle the holder thereof to acquire one additional Common Share post-Consolidation of the Corporation at a price of $0.15 for a period of 24 months from the Private Placement closing date.

Woden shall pay a commission to any finders for such Private Placement, which commission shall consist of a cash commission of 8% and share purchase warrants ("Intermediary's Warrants") equal to 8% of the securities issued under the Private Placement. Each Intermediary's Warrant will entitle the holder thereof to acquire one additional Common Share post-Consolidation of the Corporation at a price of $0.10 for a period of 24 months from the closing date. Each Unit, Common Share, Private Placement Warrant and Intermediary's Warrant issued pursuant to the Private Placement will be subject to a mandatory holding period of four (4) months and one (1) day from the closing date.

The current fundraising will be pivotal to assure and confirm that ACCUM Therapeutics' core technology is superior to traditional ADCs in order to proceed to acquire additional capital and/or licensing revenues for clinical development of next-generation ADCs.

ACCUM Therapeutics require funds to proceed with studies in critical areas for the successful commercialization of ACCUM Therapeutics' technology. In parallel, ACCUM Therapeutics' development will range to fundamental research determining the optimal protocol for attachment of Accum to ADCs and extending to clinical translational studies in rodents. In addition, it is important that ACCUM Therapeutics is well validated by independent academic laboratories and contract research organizations (CROs). For such purpose, ACCUM Therapeutics is proceeding with a scientific collaboration with one of the major cancer-research and treatment center in the World at Institut Curie (Paris), recognized for its expertise in advanced pre-clinical models of human cancer.

Preliminary Private Placement

Prior to the Qualifying Transaction, Woden intends to proceed with the Preliminary Private Placement of up to 5,000,000 Common Shares pre-Consolidation at a price of $0.05 per Common Share for a gross proceed of $250,000.

The proceed of the Preliminary Private Placement will be used to grant the Loan to ACCUM Therapeutic and the remainder for the Corporation's working capital.

Loan to ACCUM Therapeutics

In addition to the Corporation's working capital, the proceed of the Preliminary Private Placement will be used to grant a loan of a maximum of $225,000 to ACCUM Therapeutic (the "Loan") at an annual interest rate of 8% to be refund in full if the Transaction does not close. ACCUM Therapeutics will use those funds to meet its current research and development commitments.

Pro Forma Capitalization

Upon completion of the Transaction (including the Consolidation), approximately 64,391,666 Common Shares post-Consolidation of the resulting issuer will be issued and outstanding. It is expected that 45,533,333 Common Shares post-Consolidation of the resulting issuer, representing 70.71% of Common Shares, will be held by founders, insiders and promoters and 18,858,333 Common Shares post-Consolidation, representing around 29,29% of Common Shares will be held by public shareholders.

Board of Directors and Senior Management of the Resulting Issuer

The Board of Directors of the resulting issuer shall be composed of six (6) members, one (1) of which shall be appointed by the Corporation and five (5) by ACCUM Therapeutics. Subject to the approval of the shareholders of the Corporation, Pierre-Hubert Séguin would remain director and Secretary of the resulting issuer and Michel Delisle, Luc Paquet, Jeffrey Victor Leyton, Michel Bazinet and Sebastien Plouffe would be newly elected as directors.

The Corporation is thus proud to announce the appointment of the following insiders, effective upon closing of the Qualifying Transaction.

Luc Paquet, director, Chairman of the Board and Chief Executive Officer of the resulting issuer, has completed his BSc in Biochemistry at the Université de Sherbrooke and obtained his PhD in Biomedical Sciences from the Université de Montréal. He pursued his post-doctoral studies at John Hopkins University in Baltimore. He has worked primarily as the Director for biotech companies, and later as Vice-President of Research. He joined SOCPRA's team in August 2013, after working for over five years at the Université de Sherbrooke, first as Director of the Institute of Pharmacology, and then as Vice-Dean of Development and Partnerships at the Faculty of Medicine and Health Sciences. He has acquired a wealth of experience in product development and operations, as well as in ideas stemming from R&D.

Sebastien Plouffe, director and Managing Director of the resulting issuer, graduated with a bachelor's degree in Business Administration with honor from the Ecole des Hautes Etudes Commerciales. Former successful VP Senior Investment Advisor with Canadian brokerages firms such as Nesbitt Burns and Canaccord Genuity Wealth Management, for which he achieved the Chairman's Club level for his performance and portfolio management. Since then he co-founded, financed and was instrumental in the success of various Canadian and International private and public companies in different sectors such as tech, biotech and mining.

Brian Ford, Chief Financial Officer of the resulting issuer, is an accomplished CPA-CA and financial professional with over 30 years of experience serving publicly traded entities as well as privately owned organizations, most recently as Chief Financial Officer of a public life sciences company, Telesta Therapeutics, based in Belleville and Montréal. Prior to that, Mr. Ford provided advisory services through EY and on his own through Petersford Consulting, for a wide variety of clients, primarily centered on capital/fund raising and improving revenue leverage from their revenue generating resources.

Michel Delisle, director and Strategic Advisor of the resulting issuer, graduated in Projects Planning from the University of Ottawa, 2nd cycle. He has over 40 years of experience in Finance, having worked as the Account Executive with Merrill Lynch, Dean Witter and VP at Refco. Mr. Delisle is a businessman who more recently has been involved in the identification, financing and development of business opportunities.

Jeffrey Victor Leyton, director and Chief Technical Officer of the resulting issuer, has trained under world-renowned researchers in the fields of antibody engineering and radioimmunoconjugates obtaining his Doctorate in 2008 from the University of California at Los Angeles followed by post-doctoral training at the University of Toronto. Since 2013, he has been a professor at the Université de Sherbrooke in Québec, Canada and has earned high honors such as Outstanding Canadian New Investigator and National Research Scholar. In addition, his research is federally funded by the Canadian Institutes of Health Research to support his work considered of high scientific caliber that is relevant to a global health need. His laboratory now works in a potential ground-breaking section of antibody-drug conjugate (ADC) research that could propel ADCs into becoming a widespread clinical reality. Specifically, his team researches on technologies that would provide ADCs with better delivery of the chemotherapeutic drugs inside target tumor cells. His approach may change the way we design ADCs in the future.

Dr. Michel Bazinet, director of the resulting issuer, is director of Replicor Inc. since June 2001, Chief Executive Officer since January 2003 and Chief Medical Officer since March 2015. Previously, Dr. Bazinet worked as assistant professor in the departments of Urology and Oncology at McGill University in Montreal. He did his medical training at Sherbrooke University, his urology training at McGill University after which he did a 3-year fellowship in human tumor immunology and urologic oncology at the Memorial Sloan-Kettering Cancer Center in New York from 1984 to 1987. In 1996 Dr. Bazinet founded Mediconsult, and was the Medical Director when it listed on NASDAQ in 1999. Dr. Bazinet has previously served as a member of the board of directors for 2 public companies and has been a consultant for many biotechnology projects.

Pierre-Hubert Séguin, director and Secretary of the resulting issuer, has been a director and the Corporate Secretary of Garda World Security Corporation and an appointed Director for most of its subsidiaries since July 2003. He obtained a bachelor of Civil Law from the University of Montréal in 1993 and, the same year, obtained an attestation of studies from the Université de Poitier, France. Mr. Séguin also completed a Master of Law degree (non-thesis option) from the University of Montréal and has been a member of the Québec Bar Association since 1995. Mr. Séguin is the principal partner of a law firm specializing in mergers and acquisitions and securities law. His practice has led him to act as corporate secretary and advisor to numerous public companies and venture capital firms, namely in the scope of more than fifty reverse take-over bids, stock market listings or initial public offerings.

Main Closing Conditions

The main closing conditions that must be met at the closing of the Qualifying Transaction are: (i) the approval of the Transaction, including the Consolidation and the change of name by the Corporation's special shareholder's meeting; and (ii) the approval of the Transaction, including the Consolidation and the change of name, by the Exchange and any other applicable regulatory authorities. The Loan and Preliminary Private Placement are also subject to the approval of the Exchange and any other applicable regulatory authorities.

Additional information will be provided in a next press release.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. nor the NEX have in no way passed upon the merits of the proposed transaction and have neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange/NEX nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange/NEX) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • For Woden Venture Capital Corporation:
    Andre Bergeron
    President and Chief Executive Officer
    (450) 681-7744

    For ACCUM Therapeutics Inc.:
    Michel Delisle
    (514) 651-4507