Alliqua BioMedical to spin off and merge its Contract Manufacturing Business with TO Pharmaceuticals LLC to Create an Indepen...
28 Novembre 2018 - 1:30PM
Alliqua BioMedical, Inc. (Nasdaq: ALQA) and TO Pharmaceuticals LLC,
a privately held cannabinoid-based pharmaceutical therapy company
(“TOP”), today announced plans for Alliqua to spin off its AquaMed
Technologies, Inc. (“AquaMed”) subsidiary, which develops,
manufactures and markets high water content, electron beam
cross-linked aqueous polymer sheet hydrogel products and merge it
with TOP, creating a new public bio-pharmaceutical company to be
called TO Pharma, focused on discovering, developing and
commercializing novel therapeutics based on TOP’s proprietary
cannabinoid product platform in a number of FDA-regulated clinical
indications and in select OTC markets.
Upon consummation of the spin off and merger,
Alliqua’s former shareholders will retain a minority stake with the
former members of TOP holding a majority interest in TO Pharma.
In connection with this transaction, TO Pharma intends to
apply to list its shares of common stock on the Nasdaq Stock
Market. “We are extremely excited to form this exciting new company
in a fast-growing sector of the market,” said Dave Johnson, CEO of
Alliqua. “TOP is a leader in the cannabinoid therapy space, and we
look forward to creating TO Pharma as a global leading cannabinoid
pharmaceutical therapy-based company.”
Seth Yakatan, CEO of TOP, noted that “We are
excited to combine TOP’s technology and research with the unique
capabilities of AquaMed’s hydrogel technology, to form a truly
global pharmaceutical company. We are excited and confident that
the anticipated development of the combined business should
generate significant shareholder value.”
Tsachi Cohen, founder of Tikun Olam Limited, the
leading Israeli medical cannabis producer and international
cannabis wellness brand, commented that “We are very excited about
this transaction, as it represents a significant step towards the
development and worldwide commercialization of pharmaceutical
products based on Tikun Olam’s intellectual property, which we
expect will greatly benefit patients worldwide.”
Structure of Transaction
Alliqua will distribute the shares of common
stock of AquaMed on a pro rata basis to the record holders of
Alliqua (the “Distribution”) prior to the consummation of Alliqua’s
previously announced merger with Adynxx Inc. The merger will
be structured as an equity exchange.
Upon closing, AquaMed will be renamed TO Pharma and will be
headquartered in Langhorne, Pennsylvania, with TOP’s Seth Yakatan
expected to serve as Chief Executive Officer and Alliqua’s David
Johnson to serve as Chairman of the Board. The transaction has been
approved by the boards of both Alliqua and TOP and is expected to
close by the first quarter of 2019.
About Alliqua BioMedical, Inc.
Alliqua, through its AquaMed subsidiary, can provide a custom
manufacturing solution to partners in the medical device;
cosmetics; and OTC industry, utilizing its proprietary hydrogel
technology. Alliqua's electron beam production process, located at
its 16,500 square foot GMP manufacturing facility in Langhorne, PA,
allows Alliqua to custom manufacture a wide variety of hydrogels.
Alliqua's hydrogels can be customized for various transdermal
applications to address market opportunities in the treatment of
wounds as well as the delivery of numerous drugs or other agents
for pharmaceutical and cosmetic industries.
About TO Pharmaceuticals
TO Pharmaceuticals LLC is a biopharmaceutical company focused on
discovering, developing and commercializing novel therapeutics
based on its proprietary cannabinoid product platform in a number
of FDA-regulated clinical indications and in select OTC markets.
TOP is exclusively licensed worldwide to utilize the pharmaceutical
intellectual property developed by Tikun Olam Limited.
About Tikun Olam Limited
Tikun Olam ("repair the world" in Hebrew) is globally recognized
as the pioneer of modern medical cannabis. Since 2010, its products
have been the subject of ongoing clinical trials and have been
relied upon to treat over 20,000 patients in Israel’s regulated
market for symptoms of conditions including cancer, PTSD, AIDS,
epilepsy, Crohn's Disease/colitis, multiple sclerosis, cerebral
palsy, chronic pain and neuropathy. The growing international
network of Tikun Olam affiliates includes, among others, the USA’s
T.O. Global, LLC, Canada’s MedReleaf and Australia’s Medifarm.
Forward Looking Statements
Statements in this press release that are not a description of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
referencing future events or circumstances such as “expect,”
“intend,” “plan,” “anticipate,” “believe,” and “will,” among
others. Such statements include, but are not limited to, statements
regarding the structure, timing and completion of the proposed
transaction with TOP; the listing of the combined entity on the
Nasdaq Capital Market after the proposed merger; our expectations
regarding the capitalization, resources and ownership structure of
the combined organization, including the amount of any financing to
be raised; our expectations regarding the sufficiency of the
combined organization's resources to fund the advancement of any
development program or the completion of any clinical trial; the
nature, strategy and focus of the combined organization; the
safety, efficacy and projected development timeline and commercial
potential of any product candidates; and the executive officer and
board structure of the combined organization. Alliqua and/or TOP
may not actually achieve the proposed spin-off and merger, or any
plans or product development goals, in a timely manner, if at all,
or otherwise carry out the intentions or meet the expectations or
projections disclosed in our forward-looking statements, and you
should not place undue reliance on these forward-looking
statements. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon Alliqua's and TOP’s
current expectations and involve assumptions that may never
materialize or may prove to be incorrect. Risks and uncertainties
facing Alliqua are described more fully in Alliqua's periodic
reports filed with the SEC available at www.sec.gov. You are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which they were
made. Alliqua undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they were made, except as may be required by law.
Contact:
Joe Warusz
215-702-1677
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