On November 14, 2023 QSAM Biosciences Inc. (OTCQB: QSAM), a company developing therapeutic radiopharmaceuticals for the treatment of primary and secondary bone cancer and related conditions, reported that it has signed a non-binding term sheet (the "Term Sheet") with Telix Pharmaceuticals (US) Inc., a subsidiary of Telix Pharmaceuticals Limited (ASX: TLX) (collectively, "Telix") providing material terms for the acquisition of the Company by Telix by means of a merger (the "Acquisition"). Upon signing of the Term Sheet, Telix has agreed to pay the Company a US$2 million Pre-Closing Collaboration and Option Fee (the "Collaboration Fee") to advance the Company’s development efforts based on mutually agreed goals and to provide sixty days of exclusivity pending completion of diligence and execution of a definitive acquisition agreement (Press release, QSAM Biosciences, NOV 14, 2023, View Source [SID1234637637]).
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Among the material terms still subject to diligence and definitive agreements, upon closing of the Acquisition, Telix is expected to pay a total of US$33.1 million in Telix stock and up to US$90 million in contingent clinical and commercial milestone payments through a Contingent Value Rights ("CVR") structure. If the Acquisition does not close, the Collaboration Fee will be converted to Company common stock at a price of 6.70 per share.
Dr. C. Richard Piazza, QSAM’s Executive Chairman and co-Founder, stated, "We are thrilled to commence working with Telix by virtue of the Collaboration Fee to advance our technology and pursue a definitive agreement leading to the acquisition of QSAM by Telix. Over the last few months, we have gotten to know Telix’s unique strengths and resources in the radiopharmaceutical space and believe a business combination with them would provide the greatest chances of success for CycloSam and for our shareholders. We will be working diligently to try to get this transaction completed in the first quarter of 2024."
Dr. Christian Behrenbruch, Managing Director and Group CEO of Telix, continued, "We are pleased to announce our intention to acquire QSAM. This acquisition will bring a validated therapeutic candidate with the potential to accelerate development under the Orphan Drug and Rare Pediatric Disease designations, and a highly experienced team that has completed numerous FDA approvals. With CycloSam we plan to leverage Telix’s extensive experience and success in distributing short-life radiopharmaceuticals using a cold kit product from a nuclear pharmacy. Given these factors, we see a strong pathway to commercialization."
The Acquisition is subject to the satisfactory completion of diligence by both parties, execution of definitive agreements, and approval by the QSAM shareholders, among other conditions.