Cizzle Biotechnology Holdings plc (LON:CIZ), the UK based diagnostics developer, has announced that it has agreed a put option to sell: (i) its 5% economic interest in the commercialisation of the AZD 1656 asset to treat inflammatory pulmonary and cardiovascular disease; and (ii) its royalty sharing agreement with St George Street Capital, the UK-based biomedical charity to Conduit Pharmaceuticals Limited for a total consideration of £3.25 million to be satisfied through the issuance of new shares in Conduit.
The Economic Interest and Royalty Sharing Agreement were valued at cost, totalling £2,080,000, in the Company’s 2022 interim results to 30 June 2022, announced on 28 September 2022. No profits or revenues were attributable to the assets subject to the Option. The Option is exercisable solely at the discretion of Cizzle and Cizzle has agreed to pay Conduit £120,000 in cash as the premium for the Option, which has a nine-month term.
Cizzle also announces that it has raised proceeds of £115,586, net of expenses, by way of a subscription for 7,371,557 new ordinary shares in the Company at 1.6p per share with existing investors, in order to provide funds to be put towards satisfying the Option premium.
On 20 September 2021, Cizzle entered into a Royalty Sharing Agreement with SGSC to grant Cizzle potential future royalty payments from the commercialisation of SGSC’s therapeutic asset AZD1656 for potential COVID-19 treatment for diabetic patients and possible additional therapeutic indications. On 11 February 2022, Cizzle entered into an agreement with Conduit and SGSC to acquire a 5% Economic Interest in the commercialisation of the AZD 1656 asset to treat inflammatory pulmonary and cardiovascular disease for a total consideration of £1.88 million, which was settled via the issue of new Ordinary Shares issued at a price of 4.0p per share.
Should Cizzle exercise the Option, Conduit will acquire both the Economic Interest and Royalty Sharing Agreement from Cizzle for a total consideration of approximately £3.25 million, to be satisfied through the issuance of new shares in Conduit at the same price per Conduit share that a proposed US$27 million private investment round in Conduit, led by new and existing investors of Conduit, is to be effected at, as further described below.
Conduit announced on 9 November 2022 that it had entered into a definitive business combination agreement with Murphy Canyon Acquisition Corp, a ‘blank-check’ special purpose acquisition company. The completion of this business combination transaction is expected to occur in 2023, at an estimated pro forma enterprise valuation of approximately US$700 million. Cash proceeds from the transactions contemplated by the business combination agreement are expected to consist of up to approximately US$136 million of cash held in Murphy Canyon’s trust account (before any redemptions by Murphy Canyon’s public stockholders) and approximately US$27 million cash from the proposed PIPE Investment. Should Cizzle exercise the Option, the Company will hold shares in Conduit, which will become a publicly traded company on NASDAQ in the USA, following Conduit’s proposed merger with Murphy Cannon, which is expected to complete in 2023. Once issued, the new shares in Conduit to be provided to Cizzle pursuant to the exercise of the Option will not be subject to any restrictions.
Application will be made for the 7,371,557 Ordinary Shares to be issued pursuant to the Subscription to be admitted to the Official List of the FCA by means of a standard listing under Chapter 14 of the Listing Rules and to trading on the Main Market of the London Stock Exchange (“Admission”). It is expected that Admission will become effective at 8.00 a.m. on 23 December 2022.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in issue will be 347,175,106, each with equal voting rights. The Company does not hold any voting rights in treasury. From Admission, this figure can be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Allan Syms, Executive Chairman of Cizzle, commented: “I am delighted to secure this transaction with Conduit, which upon exercise of the Option, is intended to give Cizzle exposure to the entire portfolio of Conduit as a shareholder, and in due course provide listed securities which Cizzle will have flexibility to monetise. The consideration pursuant to the Option represents a significant premium to our investment in initially securing royalty rights in AZD1656.”
Dr. David Tapolczay, CEO Conduit, commented: “I am pleased to agree the Option with Cizzle, following the exercise of which Conduit will acquire Cizzle’s interest in the AZD1656 therapeutic assets with potential applications in inflammatory pulmonary and cardiovascular disease, which is part of Conduit’s strategy to maximise its economic interest in each indication of AZD1656 we intend to focus on developing in 2023.”