THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, March 12, 2012 /CNW/ - Amorfix Life Sciences Ltd. announces
that it has exercised its option to acquire the SOD1 technology it had
licensed from Chief Scientific Officer, Dr. Neil Cashman. The
Company's SOD1 technology includes three issued patents and is
currently sublicensed to Biogen Idec for the development of antibody
therapeutics for the treatment of amyotrophic lateral sclerosis (ALS)
and to Pan Provincial Vaccine Enterprise (PREVENT) for the development
of vaccine applications. In addition, the Company is currently using
this technology for the development of a diagnostic test for ALS.
In exchange for the ownership of the technology, the Company will issue
to Dr. Cashman, subject to the approval of the TSX, 444,444 units of
Amorfix (Units). Each Unit consists of one common share of Amorfix (a
Share) and one common share purchase warrant of Amorfix (a Warrant).
Each Warrant entitles Dr. Cashman to purchase one Share at a price of
$0.50 per Share for a period of 36 months following the date of
issuance, subject to earlier expiry in the event (a trigger event)
that, following the expiry of the four month hold period, the
volume-weighted average price of Amorfix's common shares on the Toronto
Stock Exchange (TSX) over a period of twenty consecutive trading days
exceeds $1.00. On the occurrence of a trigger event, Amorfix may give
notice to Dr. Cashman to accelerate the expiry to a date which is not
less than 30 calendar days after such notice is sent to him.
The Company is also announcing that it has closed the second and final
tranche of a previously announced non brokered private placement (the
Offering) pursuant to which a total of 352,355 units (Units) were
issued at a price of $0.225 per Unit for gross proceeds of $79,280. The
terms of the Units and the underlying securities issued related to the
Offering are the same as described for the Units issued to Dr. Cashman,
and the first tranche of the private placement which closed on January
17, 2012. In connection with the closing of this tranche of the
Offering, the Company paid a cash finder's fee of $3,546 and issued
15,760 finder's warrants, each finder's warrant having the same terms
as the Warrants.
All securities issued in connection with the Offering will be subject to
a statutory hold period of four months plus one day that expires on
July 10, 2012.
The Company intends to raise further funds to continue to fund its
research and development programs and is also, as part of the Company's
overall business strategy, in the process of identifying out-license or
co-development partners for its research programs.
"The exercise of the option gives Amorfix full ownership of the SOD(1)
technology and allows the Company to move forward without paying any
future royalties", said Amorfix President and CEO Dr. Robert Gundel.
"Our ALS partnered programs are being developed at no further cost to
Amorfix. and the Company is in position to receive development
milestone payments and royalties on the eventual sale of product."
The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or any
applicable exemption from the registration requirement of such Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
Amorfix Life Sciences Ltd. (TSX: AMF) is a product development company
developing therapeutic products and diagnostic devices targeting
misfolded protein diseases including Alzheimer's Disease (AD), cancers,
and ALS. Amorfix utilizes its computational discovery platform,
ProMIS™, to predict novel Disease Specific Epitopes ("DSEs") on the
molecular surface of misfolded proteins. Amorfix's lead programs
include therapeutics and companion diagnostics for cancers, antibodies
and vaccines to DSEs in ALS and AD diagnostic tests. In addition,
Amorfix's proprietary Epitope Protection™ technology enables it to
specifically identify very low levels of misfolded proteins in a
biological sample. The Company's diagnostic programs include an
ultrasensitive method for the detection of aggregated beta-Amyloid in
brain tissue, CSF and blood from animal models of AD, months prior to
observable amyloid formation, and development of a human screening test
for AD and a blood test to diagnose ALS. For more information about
Amorfix, visit www.amorfix.com.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release. This information release may
contain certain forward-looking information. Such information involves
known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially different
from those implied by statements herein, and therefore these statements
should not be read as guarantees of future performance or results. All
forward-looking statements are based on the Company's current beliefs
as well as assumptions made by and information currently available to
it as well as other factors. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of
the date of this press release. Due to risks and uncertainties,
including the risks and uncertainties identified by the Company in its
public securities filings, actual events may differ materially from
current expectations. The Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
SOURCE Amorfix Life Sciences Ltd.
For further information:
Dr. Robert Gundel
President and Chief Executive Officer
Amorfix Life Sciences Ltd.
Tel: (416) 847-6957
Fax: (416) 847-6899
Acting Chief Financial Officer
Amorfix Life Sciences Ltd.
Tel: (416) 847-6926
Fax: (416) 847-6899