15 December 2020
Acacia Pharma Announces Amendment of its Investment Agreement with Cosmo Pharmaceuticals for BYFAVO™
- €5 million commercialization milestone to be paid by Acacia Pharma to Cosmo in New Ordinary Shares
- BYFAVO expected to be launched in the United States within the coming weeks
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Cambridge, UK and Indianapolis, US – 15 December 2020: Acacia Pharma Group plc (“Acacia Pharma”, the “Group” or the “Company”) (EURONEXT: ACPH), a hospital pharmaceutical company focused on the development and commercialization of new products aimed at improving the care of patients undergoing significant treatments such as surgery, other invasive procedures or cancer chemotherapy, announces an amendment to the terms of its investment agreement with Cosmo Technologies Ltd, a wholly-owned subsidiary of Cosmo Pharmaceuticals N.V. (“Cosmo”) dated 10 January 2020 ("Investment Agreement").
Under the Investment Agreement, Cosmo would have become eligible to receive a €5 million payment from the Company payable in new ordinary shares in the Company ("New Ordinary Shares") conditional upon the first commercial sale of the BYFAVO™ product in the United States ("BYFAVO First Commercial Sale").
On 14 December 2020, the Company and Cosmo entered into an amendment agreement (the “Amendment Agreement”) pursuant to which the Company and Cosmo agreed that, in exchange for Cosmo prioritising the packaging and labelling production run for BYFAVO for supply in the US, the Company shall make the €5 million payment in advance of BYFAVO First Commercial Sale and by no later than 31 December 2020 (subject to the terms of the Investment Agreement, generally).
BYFAVO was approved by the US Food and Drug Administration (FDA) on 2 July 2020 for the induction and maintenance of procedural sedation in adults undergoing procedures lasting 30 minutes or less. It received its Schedule IV designation from the US Drug Enforcement Administration (DEA) on 5 October 2020.
DEA scheduling requirements between July and October this year delayed the final approval and finalization of the BYFAVO label, leading Acacia Pharma to request Cosmo to prioritize the BYFAVO processing schedule during a time when its facility would typically be closed. The agreement to amend the timing for this payment was reached in consideration for Cosmo modifying its production schedule and expediting its packaging and labelling production for BYFAVO.
Acacia Pharma is preparing to launch BYFAVO in the US as soon as possible in the coming weeks.
“We are very excited to be able to bring BYFAVO to the US market,” commented Mike Bolinder, Acacia Pharma’s CEO. “We are grateful to Cosmo for their flexibility and enthusiastic support to help us expedite the supply of BYFAVO into the US supply chain. We look forward to confirming the launch of BYFAVO in the coming weeks as it becomes available to physicians and their patients in the US.”
Payment will be settled by the Company issuing new ordinary shares in the share capital of the Company (the "New Ordinary Shares") to Cosmo, at an issue price of €2.381 (being the 15-day volume weighted average price of the Company's shares prior to the date of the Amendment Agreement). Listing and admission to trading of the New Ordinary Shares on Euronext Brussels remains, in accordance with the Investment Agreement, conditional upon the necessary regulatory approvals being obtained from the FCA and the Belgian FSMA. A further announcement will be made once approval has been obtained and admission of the New Ordinary Shares to trading on the regulated market of Euronext Brussels has become effective.
The New Ordinary Shares will rank pari passu in all respects with the Company's existing ordinary shares in issue.
Following the issue of the New Ordinary Shares, the Company's total issued share capital will comprise 89,597,951 ordinary shares with one voting right per share. The Company does not hold any ordinary shares in treasury. Therefore the total number of voting rights in the Company will be 89,597,951.
Following the issue of the New Ordinary Shares to Cosmo, Cosmo will hold 19,600,098 ordinary shares in the Company, representing a shareholding of 21.88% of the Company's issued ordinary share capital.
Acacia Pharma Group plc
Mike Bolinder, CEO
Gary Gemignani, CFO
+44 1223 919760 / +1 317 505 1280
Mark Swallow, Frazer Hall, David Dible
Citigate Dewe Rogerson
+44 20 7638 9571
Media in Belgium and the Netherlands
Chris Van Raemdonck
+32 499 58 55 31
Forward looking statements
This announcement includes forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "believe", "expect", "intend", "may", "plan", "will", "should", "could" and other words and terms of similar meaning or the negative thereof. Forward-looking statements may and often do differ materially from actual results. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, prospects, growth or strategies and the industry in which it operates. Save as required by law or applicable regulation, the Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Forward-looking statements speak only as of the date they are made.