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.