Press release Communiqué de presse
Press release Communiqué de presse
October 11, 2005 11 October, 2005
Pheromone Sciences to Finance and Acquire Sertonex/Sertoli Technologies
Kelowna, B.C. and London, Ontario - Pheromone
Corp. ("Pheromone") is pleased to announce
today that it
has entered into a letter of intent to finance and
interest in Sertonex Inc. ("Sertonex"), a private,
Ontario-based company engaged in the
commercialization of biological therapeutics
overcoming transplantation rejection. Initially, the
technology will be developed for the treatment of
dependent diabetes by co-transplanting Sertoli
Pheromone expects to enter into a financing and option agreement under which Pheromone will have the exclusive right to acquire, in stages, the outstanding securities of Sertonex. Upon closing, Pheromone will issue 2,315,000 common shares in exchange for one third of the issued shares of Sertonex and provide initial project financing of $1.5 million.
Sertonex will sign a licensing agreement with Sertoli Technologies Inc. ("Sertoli"), a privately held company headquartered in Tucson, Arizona, USA, which owns the exclusive worldwide rights to a number of patents and patent applications for the therapeutic use of Sertoli cell technology. Sertoli will exclusively license to Sertonex all patents, patent applications, know-how and intellectual property owned by or licensed to Sertoli in exchange for certain future royalty payments, the issuance of 6,527,500 Pheromone common shares and a cash payment nine months after closing of $1,142,312.
Pheromone will provide up to $3.5 million to support the ongoing pre-clinical trials of the Sertonex/Sertoli technology over the next two years. The initial financing will be raised through a non-brokered private placement of up to $2 million based on units at $0.20 per unit; each unit consisting of one share and one-half a warrant to purchase an additional share at $0.25 for two years. A finder's fee of 7% will be paid and Pheromone will reserve the right to force the exercise of the warrants if the stock trades at a 10-day moving average above $0.50 per share. The closing date for initial financing will be not more than 90 days after approval of the transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to acceptance by the TSX Venture Exchange. There can be no assurance that the transaction will be completed as proposed or at all.
Sertonex Inc. was incorporated March 2004 in the province of Ontario, Canada, and is operated out of the city of London. Using a portfolio of more than 20 patents for the therapeutic use of Sertoli cell technology (licensed through Sertoli Technologies Inc.), Sertonex is planning to develop an FDA-licensed product to treat insulin- dependent diabetes patients. Sertonex plans to build on the numerous studies completed by Sertoli and its collaborators with the ultimate goal to gain regulatory approval in North American, European and Japanese markets.
Sertonex technology is based on the Sertoli cells' natural ability to locally modulate the immune system. The creation of an immunologically privileged site by Sertoli cells overcomes a major obstacle to routine cell transplantation by removing the need for immunosuppressive drugs. The use of Sertoli cells may enable xenotransplantation (e.g. transplantation from animal to human) and make widespread usage of cell therapy a reality.
Sertoli Technologies Inc. (STI) is a cellular therapy company with platform technology for creating a local immunoprivileged site enabling the therapeutic transplantation of cells and cell-based gene therapy. STI has a comprehensive patent portfolio covering the application of Sertoli cells. Patent applications are filed worldwide in all major markets, including the United States, Europe and Japan. Six U.S. patents have issued from the seminal work of Dr. Helena Selawry, formerly of the University of Tennessee Medical Center and VA Medical Center in Memphis, containing broad claims that protect the use and application of the Company's technology. The Company is aggressive in filing additional patents covering additional therapeutic uses of Sertoli cells and factors derived from Sertoli cells.
Additional Information on Sertoli is available on its website at www.sertoli.com.
Pheromone Sciences Corp. is a biotechnology and medical diagnostics device research and development company that focuses on commercializing medical technologies.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD
Dev Randhawa, President
For further information contact:
Mr. Dev Randhawa Pheromone Sciences Corp. TEL: (250) 868-8177 FAX: (250) 868-8493
Mr. Justin Leushner Sertonex Inc. TEL: (519) 639-7867 FAX: (519) 858-5142
Ms. Jan McCoy Hutchinson Sertoli Technologies Inc. TEL: (520) 748-4458 FAX: (520) 748-0025