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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.
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