TSX Venture: QPT
EDMONTON, April 22, 2020 /CNW/ - Quest PharmaTech Inc.
(TSX-V: QPT) ("Quest" or the "Company"), a biopharmaceutical
company developing and commercializing products to improve the
quality of life, today announced that its subsidiary, OncoQuest
Inc., has entered into a definitive agreement to sell its clinical
and preclinical immunotherapy development assets to Dual Industrial
Co., Ltd., a Korean publicly traded (KOSDAQ) company ("Dual") in
exchange for U.S.$300 million in a
combination of Dual common stock and Dual perpetual convertible
bonds.
Dual will also be responsible for all the cost of clinical and
non-clinical development of the immunotherapy assets after the
execution of the Asset Transfer Agreement until a U.S. based
subsidiary is set-up to oversee all of the product and clinical
development functions.
"Quest is delighted that the Dual transaction secures funding
for OncoQuest's Phase 3 trial for oregovomab in frontline ovarian
cancer, maintains the senior management of OncoQuest which will
continue leading the development of all of OncoQuest's clinical
programs. US subsidiary also provides a platform from which to
raise the additional capital to bring the transferred earlier
stage clinical programs forward. It is truly an exciting
partnership." said Madi Madiyalakan, CEO of Quest and OncoQuest.
"In addition, receiving equity consideration allows Quest and its
shareholders to continue to participate in what we hope will be the
success of the transferred OncoQuest product portfolio through
ownership in Dual", he continued.
Terms of the Transaction
Upon the execution of the definitive agreement, Dual will be
responsible for all clinical and non-clinical development expenses
for OncoQuest's technology. Dual will secure U.S. 75 million
for the development which is expected no later than June 30, 2020 and will trigger the First Closing.
At the Execution Date, OncoQuest shall receive U.S. $125 million in a perpetual convertible bond,
which is convertible into Dual common stock or may be redeemed by
Dual for cash.
Once all necessary transfers and releases have been obtained by
OncoQuest, there will be a Second Closing, confirming transfer of
all legal title and registrations for OncoQuest's drug portfolio to
Dual. In return, Dual will issue U.S. $175
million of Dual common stock to OncoQuest. The Second
Closing is expected to occur no later than December 31, 2020.
The consideration received by OncoQuest from the transaction,
net of transaction fees and expenses and income taxes, will be
distributed to OncoQuest's shareholders, including Quest.
Immediately prior to execution of the definitive agreement, Quest
was a 36% shareholder in OncoQuest. As part of the asset
transfer agreement, Dual has committed to returning its 2.5 million
OncoQuest shares. As a result, Quest's ownership interest in
OncoQuest will increase to over 40%.
Pursuant to the transaction, OncoQuest will have the right to
nominate four board members to an eight-person Dual Board of
Directors.
About OncoQuest
OncoQuest is a subsidiary of Quest PharmaTech Inc. (TSXV-QPT)
("Quest") and is a private biopharmaceutical company focused on the
development and commercialization of immunotherapies for cancer.
OncoQuest's technology platform includes a portfolio of tumor
antigen specific monoclonal immunoglobulins including CA-125, MUC1,
PSA and Her2/neu. The company is exploring the therapeutic
potential of these antibodies in combination with other immune
modulating drugs or drug combinations to enhance tumor specific
immunity and clinical outcomes.
OncoQuest's lead product candidate, that is the subject of the
asset transfer agreement, is oregovomab, an anti-CA-125 antibody,
for the treatment of ovarian cancer that has completed a Phase 2
frontline randomized controlled study. In addition, oregovomab is
currently being studied in multiple Phase 2 clinical trials in the
relapsed recurrent ovarian cancer setting as well. OncoQuest's
anti-MUC1 antibody program has already undergone a Phase 1 clinical
trial in breast cancer patients, and its development is being led
by OncoVent Co. Ltd., OncoQuest's joint venture partner that has
licensed the rights of our immunotherapeutic antibodies in the
territory of Greater China.
OncoQuest's next-generation monoclonal antibodies are based on
immunoglobulin E licensed from UCLA,
Stanford University and Advanced Immune
Therapeutics, Inc. These antigen specific monoclonal IgE antibodies
are currently in preclinical development. To learn more,
visit www.oncoquestinc.com .
About Quest PharmaTech Inc.
Quest PharmaTech Inc is a
publicly traded, Canadian based biopharmaceutical company (QPT:
TSX-V) developing products to improve the quality of life. The
Company through its subsidiary, OncoQuest and its Chinese joint
venture, OncoVent, is developing antibody-based immunotherapeutic
products for cancer. Quest has an ownership interest in Bioceltran
which is focused on SP Technology™ for transdermal delivery of
drugs and photosensitizers for pharmaceutical and cosmetic
purposes. Quest through its subsidiary, Madenco BioSciences, is
developing pharmaceutical products for dermatology and wound
healing applications. Quest, through its ownership interest
in OncoCare Therapeutics, is developing an antibody licensed from
University of Nebraska, AR 9.6 mAb
against truncated O-glycan on MUC16, for targeted cancer therapy
applications. To learn more, visit
www.questpharmatech.com
About Dual Industrial Co. Ltd.
Dual Industrial Co.,
Ltd. ("Dual Industrial") is a publicly traded Korean company listed
on the [KOSDAQ 078590]. Dual Industrial develops and manufactures
Automobile IN/EX materials parts as the first primary vendor for
Hyundai Motors Group in Korea, since the company's establishment in
1993. Dual Industrial operates an R&D center and two modern
manufacturing facilities that plan, design, and manufacture
automobile interiors with state-of-the-art equipment.
Furthermore, Dual Industrial plans to expand its operations to the
new business of "Biotechnology" with its strategic partner,
OncoQuest Inc., to enhance corporate value and take advantage of
the complementary synergy effects to enable Dual Industrial to
become a corporate leader for the Biotechnology business in
Korea. To learn more, visit www.diac.co.kr
Forward Looking Statements
This press release
includes forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as
"may," "should," "potential," "continue," "expects," "anticipates,"
"intends," "plans," "believes," "estimates," and similar
expressions. These statements are based on management's
expectations and assumptions as of the date of this press release
and are subject to a number of risks and uncertainties, many of
which are difficult to predict that could cause actual results to
differ materially from current expectations and assumptions from
those set forth or implied by any forward-looking
statements. The information in this release is provided only
as of the date of this release and the company undertakes no
obligation to update any forward-looking statements contained in
this release based on new information, future events, or otherwise,
except as required by law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Quest PharmaTech Inc.