QSAM Biosciences Inc. (OTCQB: QSAM), focused on therapeutic radiopharmaceuticals for bone cancer, has entered a non-binding term sheet with Telix Pharmaceuticals (US) Inc., outlining Telix’s intent to acquire QSAM via a merger. Telix will pay a US$2 million Collaboration Fee upfront, allowing 60 days of exclusivity for due diligence. Upon closure, Telix plans to pay US$33.1 million in stock and up to US$90 million in milestone payments. Failure to close converts the fee to QSAM stock at $6.70 per share. Pending diligence, agreements, and shareholder approval, the acquisition aims for completion by Q1 2024. Telix aims to leverage QSAM’s CycloSam® for commercialization leveraging its radiopharmaceutical expertise.
QSAM Biosciences Inc. (OTCQB: QSAM), a company developing therapeutic radiopharmaceuticals for the treatment of primary and secondary bone cancer and related conditions, has signed a non-binding term sheet (the “Term Sheet”) with Telix Pharmaceuticals (US) Inc., a subsidiary of Telix Pharmaceuticals Limited (ASX: TLX) (collectively, “Telix”) providing material terms for the acquisition of the Company by Telix using a merger (the “Acquisition”). Upon signing the Term Sheet, Telix has agreed to pay the Company a US$2 million Pre-Closing Collaboration and Option Fee (the “Collaboration Fee”) to advance the Company’s development efforts based on mutually agreed goals and to provide sixty days of exclusivity pending completion of diligence and execution of a definitive acquisition agreement.
Among the material terms still subject to diligence and definitive agreements, upon closing of the Acquisition, Telix is expected to pay a total of US$33.1 million in Telix stock and up to US$90 million in contingent clinical and commercial milestone payments through a Contingent Value Rights (“CVR”) structure. If the Acquisition does not close, the Collaboration Fee will be converted to Company common stock for 6.70 per share.
Dr. C. Richard Piazza, QSAM’s Executive Chairman and co-founder, stated, “We are thrilled to commence working with Telix by the Collaboration Fee to advance our technology and pursue a definitive agreement leading to the acquisition of QSAM by Telix. Over the last few months, we have gotten to know Telix’s unique strengths and resources in the radiopharmaceutical space and believe a business combination with them would provide the greatest chances of success for CycloSam® and our shareholders. We will be working diligently to try to get this transaction completed in the first quarter of 2024.”
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Dr. Christian Behrenbruch, Managing Director and Group CEO of Telix, continued, “We are pleased to announce our intention to acquire QSAM. This acquisition will bring a validated therapeutic candidate with the potential to accelerate development under the Orphan Drug and Rare Pediatric Disease designations, and a highly experienced team that has completed numerous FDA approvals. With CycloSam® we plan to leverage Telix’s extensive experience and success in distributing short-life radiopharmaceuticals using a cold kit product from a nuclear pharmacy. Given these factors, we see a strong pathway to commercialization.”
The Acquisition is subject to the satisfactory completion of diligence by both parties, execution of definitive agreements, and approval by the QSAM shareholders, among other conditions.
Source: Biospace
