Antibe Therapeutics Announces Agreement to Unify Intellectual Property Ownership
Antibe Therapeutics Inc. (TSX: ATE, OTCQX: ATBPF) (“Antibe” or the “Company”), a clinical stage company leveraging its hydrogen sulfide platform to develop next-generation safer therapies for a wide range of inflammatory conditions, today announced that the boards of directors of Antibe and Antibe Holdings Inc. (“Holdings”) have agreed to combine the companies in an amalgamation transaction pursuant to which shareholders of Holdings will receive common shares of the Company in exchange for their shares of Holdings. This agreement follows negotiations originally announced in December 2020.
“This is a desirable outcome for all parties,” commented Dan Legault, Antibe’s CEO. “With this agreement, we’ve unlocked value by providing potential partners and institutional investors with a straightforward, unified IP base for our drugs and platform. We’ve also extinguished a significant royalty commitment, amounting to 15% of licensing revenues from our pipeline drugs. As we accelerate our partnering efforts for the large markets, we expect this agreement to strengthen our position and expand our options for monetization.”
The Company was founded with an exclusive IP license from Holdings to develop and commercialize the Company’s pipeline drugs. The license obligated the Company to pay royalties to Holdings on future revenues derived from this IP. Under the terms of the agreement announced today, the Company will acquire full ownership of Holdings’ patent portfolio, eliminating the royalty liability on future revenues. The companies will be combined in a three-cornered amalgamation transaction pursuant to which Holdings will amalgamate with a newly-incorporated subsidiary of the Company.
In consideration, the Company will issue an aggregate of approximately 5,872,000 common shares to acquire all of the issued and outstanding shares of Holdings, following which Holdings will cease to exist. These new shares will account for approximately 11.4% of the ownership of Antibe Therapeutics on a post-transaction basis. Shares issued to Company insiders, who collectively own approximately 37.5% of the outstanding shares of Holdings, will be subject to lockup agreements with half of them to be released 120 days after closing and the balance to be released 240 days after closing.