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Houston Biotech Oncolix Reports Reverse Merger, Goes Public



8/8/2017 7:23:32 AM

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Oncolix, Inc. Completes Merger with Advanced Environmental Petroleum Producers and $2 Million Financing

Conference call to review terms of the merger, recapitalization and financing at 8:30 a.m. EDT, Thursday, August 10, 2017

HOUSTON, Aug. 07, 2017 (GLOBE NEWSWIRE) -- Oncolix, Inc., a clinical-stage biotechnology company developing Prolanta™ for the treatment of ovarian cancer, today announced the completion of a merger between Oncolix and a wholly-owned subsidiary of Advanced Environmental Petroleum Producers, Inc. (OTCQB:AEPP), whereby Oncolix became a wholly-owned subsidiary of AEPP.

“Oncolix has come a long way since the initial collaboration with The University Texas MD Anderson Cancer Center that published the efficacy data demonstrating Prolanta’s novel mechanism of action of induced autophagy, and the synergy of Prolanta with chemotherapy,” stated Michael T. Redman, Chairman of the Board of AEPP. “With an ongoing Phase I human clinical trial in ovarian cancer patients and the FDA granting Prolanta Orphan Drug status for the treatment of ovarian cancer, our strategy is to develop Prolanta not only to target ovarian cancer but other solid tumor indications such as breast, prostate and other cancers.”

Mr. Redman continued, “We believe the Oncolix merger offers AEPP shareholders the opportunity to participate in the exciting field of biotechnology and new cancer drug development.”

In conjunction with the merger, AEPP consummated a private placement of debt securities, resulting in gross proceeds of $2.0 million. Newbridge Securities Corporation, through LifeTech Capital, acted as lead placement agent for the offering and as financial advisor for the merger.

Terms of the Merger and Recapitalization

Pursuant to the terms of the Oncolix merger and recapitalization, a total of 71.8 million shares of AEPP common stock were issued to the former common stock holders of Oncolix and 62.1 million shares of AEPP Series A preferred stock were issued to the former preferred stock holders of Oncolix. Each share of Series A preferred stock issued by AEPP is convertible into one share of AEPP common stock, has voting rights, a liquidation preference, and other customary rights and preferences. As a result of the merger and recapitalization, Oncolix became a wholly-owned subsidiary of AEPP, and the shares of AEPP owned by Oncolix were cancelled. As of the closing of the merger, a total of 103.5 million shares of AEPP common stock are issued and outstanding. All of the AEPP capital stock issued to the holders in conjunction with the Oncolix merger and recapitalization are restricted from trading in the public market pursuant to Rule 144 for 12 months following the closing of the transaction.

Terms of Debt Financing

As part of the transaction, AEPP issued $4,190,464 aggregate principal amount of 10%, senior secured notes due November 2018. The $2,352,942 aggregate principal amount of such notes were issued at discount for $2 million in cash proceeds. Furthermore, $1,837,522 of such notes were issued in exchange for existing Oncolix debt obligations in the amount of $1,561,894. The notes are initially convertible at a fixed price into 55,932,836 shares of AEPP common stock subject to future adjustment. AEPP is required to make monthly amortization payments of 1/7th of the principal amount of the notes, commencing on the 9-month anniversary of issuance. The notes are secured by all the assets of AEPP and Oncolix and guaranteed by Oncolix. Additionally, five-year warrants to purchase 55,932,836 shares of AEPP common stock at an exercise price of $0.09 per share were issued in connection with the debt financing. In connection with the issuance of these notes and warrants, the Company granted registration rights to register the resale of the shares underlying both the notes and warrants.

The Company will file a Form 8-K with the Securities and Exchange Commission describing in detail this debt financing (including the transactional documents issued in connection with the debt financing) as well as providing the “Form 10 Information” regarding Oncolix no later than Wednesday, August 9, 2017.

Conference Call Information

AEPP will hold a conference call on Thursday, August 10, 2017 at 8:30 am ET to review terms of the merger and debt financing. Participants should dial +1-800-211-3767 (United States) or +1-719-325-2168 (International) with conference ID #8413011 to access the live call. The call will also be broadcast live online, hosted on the News and Events page of the Oncolix website at http://www.oncolixbio.com.

If you are unable to participate during the live webcast, a replay will remain available for 90 days on the investor relations page of the AEPP website.

About Oncolix

Oncolix is a clinical-stage biotechnology company developing Prolanta for the treatment of ovarian, uterine, breast and other cancers. The Company has a US FDA-cleared IND to commence human testing of Prolanta in its first indication, the treatment of ovarian cancer. This Phase 1 clinical trial began in 2016. Prolanta is a prolactin receptor antagonist (or blocker) that has demonstrated efficacy in xenograft models through a unique mechanism of action, autophagy. In addition to ovarian cancer, there is strong preclinical evidence Prolanta may be effective in breast, prostate and other cancers. In the current Phase 1 dose-escalation safety trial for the treatment of ovarian cancer, to date there have been no observed serious adverse events and no dose-limiting toxicities. The FDA has approved the designation of Prolanta as an Orphan Drug for the treatment of ovarian cancer, which may result in reduced filing fees (currently $2 million), federal tax credits and marketing exclusivity.

Forward-Looking Statements

This press release above may contain forward-looking statements about the business, financial condition and prospects of the Company. Forward looking statements can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “goal,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, by discussions of strategy or objectives. Forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

Although the Company believes that the expectations reflected in forward-looking statements are reasonable, there can be no assurances that such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. The forward-looking statements contained in the press release speak only as of the date of the press release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based. Certain factors may cause results to differ materially from those anticipated by some of the statements made in the press release. Investors are urged to consider closely the disclosures in our Forms 10-K, 10-Q, 8-K and other filings with the SEC, which can be electronically accessed from the SEC's website at http://www.sec.gov/.

Corporate contact: Michael Redman P: 281-402-3167 E: mredman@oncolixbio.com Investor contact: The Ruth Group Robert Flamm P: 646-536-7017 E: rflamm@theruthgroup.com

Read at BioSpace.com


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