Kalytera Therapeutics, Inc. entered into a binding letter of intent to acquire Talent Biotechs Ltd from Mor Research Applications Ltd.
January 12, 2017
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Kalytera Therapeutics, Inc. (TSXV:KALY) entered into a binding letter of intent to acquire Talent Biotechs Ltd. from Mor Research Applications Ltd. on January 13, 2017. Under the terms of the letter of intent, Kalytera has made a non-refundable payment of $1 million to Talent and at closing, Kalytera will pay an additional $9 million cash and will issue such number of common shares as is equal to 15% of Kalytera’s outstanding common shares prior to closing. Subject to the completion of certain milestones in relation to the development and commercialization GvHD treatments, Kalytera will pay up to $20 million in aggregate future contingent payments. Kalytera shall also issue an additional number of common shares as is equal to 2.5% of Kalytera’s outstanding common shares prior to closing of the transaction. Upon closing of the Transaction, one director designee of Talent shall be appointed to the board of directors of Kalytera. The vendors of Talent have each agreed to a 12-month lock-up in respect to any Kalytera shares issued on closing and as future contingent payments. Closing of the Transaction is subject to certain conditions customary in a transaction of this nature including, but not limited to, the completion of satisfactory due diligence, shareholder and TSX Venture Exchange (“TSXV”) approval, as applicable, and the execution of a definitive agreement. The transaction is expected to close on or before February 15, 2017.
As of January 23, 2017, Kalytera Therapeutics entered into an agreement in connection with a brokered private placement of up to 24 million common shares at a price of per share of $0.50 for aggregate gross proceeds of up to $12 million. The net proceeds will be used for the acquisition of Talent Biotechs Ltd.
Claritas Pharmaceuticals, Inc., formerly Kalytera Therapeutics Inc, is a biotechnology company that is focused on developing R-107 for the treatment of vaccine-resistant coronavirus disease (COVID) strains. The Companyâs products in development include R-107 for coronavirus disease and Viral Infections, R-107 and Vaccines, and CLA-1816 for treatment of pain. R-107 is designed to defeat COVID viruses on contact. R-107 targets the Achilles heel of COVID, the spike protein on the surface of the virus. R-107 releases nitric oxide, which attaches to a specific amino acid on the spike protein, thereby disabling the spike protein. The CLA-1816 provides effective pain reduction, without the risks of addiction or respiratory suppression that exist with opioid analgesics. CLA-1816 strongly binds with and activates the alpha3 glycine pain receptor in the spine. The Company has leased a laboratory, office, and archival space in Beverly, Massachusetts.