Claritas Pharmaceuticals, Inc. entered into a binding Letter of Intent to acquire Exclusive Worldwide Rights of R-107 from Salzman Group Israel, Salzman Group Pty. Ltd. and Salzman Group, Inc. for $20.1 million.
April 13, 2021
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Claritas Pharmaceuticals, Inc. (TSXV:CLAS) entered into a binding Letter of Intent to acquire Exclusive Worldwide Rights of R-107 from Salzman Group Israel, Salzman Group Pty. Ltd. and Salzman Group, Inc. for $20.1 million on April 14, 2021. Under the terms of the LOI, Claritas has agreed to provide the following compensation to Salzman in consideration for the PAH rights: (i) Upon execution of the definitive PAH License Agreement, Claritas will issue 26 million shares of Clarita's common stock to Salzman Group, Inc. Provided, however, that Claritas will not issue any common shares to Salzman Group, Inc. unless Salzman Group, Inc. and all affiliates certify that the
issuance of such common shares will not cause Salzman Group, Inc. and its affiliates to beneficially own in excess of 19.99% of the Company’s outstanding shares of common stock. (ii) Claritas will pay cash license fees of $12,300 to Salzman Group Pty. Ltd. and $287,70 to Salzman Group Ltd. within 90 days of the execution of the definitive agreement. Claritas will also pay the following cash milestone payments and royalties on net sales to Salzman Group, Inc. Pulmonary Hypertension Milestones & Royalties: (a) $2 million on completion of Phase 3 registration study in the PAH indication (b) $2 million on submission of NDA to FDA in PAH indication (c) $5 million on FDA approval for the PAH indication (d) $5 million on EMEA approval for the PAH indication (e) $5 million on Japanese approval for the PAH indication (f) During the applicable term of any patent covering R-107 in the treatment of PAH, Claritas will pay to Salzman Group, Inc. a royalty of eight percent of the net sales for all R-107 products for the treatment of PAH. The Claritas expects that definitive agreements will be executed by May 15, 2021. Closing of the transaction is subject to receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
Claritas Pharmaceuticals, Inc., formerly Kalytera Therapeutics Inc, is a biotechnology company that is focused on developing R-107 for the treatment of vaccine-resistant coronavirus disease (COVID) strains. The Companyâs products in development include R-107 for coronavirus disease and Viral Infections, R-107 and Vaccines, and CLA-1816 for treatment of pain. R-107 is designed to defeat COVID viruses on contact. R-107 targets the Achilles heel of COVID, the spike protein on the surface of the virus. R-107 releases nitric oxide, which attaches to a specific amino acid on the spike protein, thereby disabling the spike protein. The CLA-1816 provides effective pain reduction, without the risks of addiction or respiratory suppression that exist with opioid analgesics. CLA-1816 strongly binds with and activates the alpha3 glycine pain receptor in the spine. The Company has leased a laboratory, office, and archival space in Beverly, Massachusetts.
Claritas Pharmaceuticals, Inc. entered into a binding Letter of Intent to acquire Exclusive Worldwide Rights of R-107 from Salzman Group Israel, Salzman Group Pty. Ltd. and Salzman Group, Inc. for $20.1 million.