ADVENTRX pens deal to buy unnamed poloxamer-based therapeutics firm; sells shares

San Diego, USA-based ADVENTRX Pharmaceuticals (NYSE Amex: ANX) says that it has signed a term sheet to acquire a private company that holds certain rights and know-how to poloxamer-based therapeutics. The term sheet is non-binding on both ADVENTRX and the target company.

Current discussions with the target company contemplate an all-stock acquisition by merger. Other than an upfront issuance of approximately 19% of ADVENTRX' currently outstanding common stock (of which only 6.5% would be fully-vested upon issuance and 12.5% would vest subject to successfully attaining the initial development milestone), the acquisition consideration would be issued based on the target company's lead product candidate, or the TPC, successfully attaining development milestones, such as first patient dosing in a pivotal trial, acceptance by the Food and Drug Administration of a New Drug Application for the TPC and NDA approval.

Based on current discussions, of the total acquisition consideration that could be paid, around 71% is tied to NDA acceptance and approval. If all development milestones are achieved, including NDA approval, stockholders of the target company would own approximately 47% of ADVENTRX (based on ADVENTRX's currently outstanding shares of common stock but including the shares issued to the target company's stockholders).