Telix Pharmaceuticals Limited signed a non-binding term sheet to acquire QSAM Biosciences, Inc. for $33.1 million.
November 13, 2023
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Telix Pharmaceuticals Limited (ASX:TLX) signed a non-binding term sheet to acquire QSAM Biosciences, Inc. (OTCPK:QSAM) for $33.1 million on November 14, 2023. Under the terms of the acquisition, Telix is expected to pay a total of $33.1 million in stock and up to $90 million in contingent clinical and commercial milestone payments through a Contingent Value Rights (?CVR?) structure. Telix has also agreed to pay $2 million as collaboration and option fee to provide sixty days of exclusivity pending completion of diligence and execution of the Purchase Agreement. If the Proposed Acquisition does not close, the Collaboration Fee will be converted to Company common stock at $6.70 per share.
The transaction is subject to the satisfactory completion of diligence by both parties, execution of definitive agreements, and approval by the QSAM shareholders, lock-up agreement among other conditions and is expected to close in the first quarter of 2024.
QSAM Biosciences, Inc. is developing nuclear medicines for the treatment of cancer and related diseases. The Companyâs technology, CycloSam (Samarium-153 DOTMP), is a clinical-stage bone targeting radiopharmaceutical developed by IsoTherapeutics Group, LLC. Iso Therapeutics Group LLC also developed a commercial radiopharmaceutical on the market, Quadramet (Samarium-153 EDTMP), which is indicated for pain palliation. CycloSam consists of a combination of the radioactive isotope Samarium-153 with a chelating agent, DOTMP (1, 4, 7, 10-tetraazacyclododecane-1, 4, 7, 10-tetramethylenephosphonic acid). Its combination delivers a radioactive dose to sites of bone mineral turnover, such as bone cancers and tumors. CycloSam has a physical half-life of approximately 46 hours and emits both medium-energy beta particles, which produce the therapeutic effect and gamma photons that make it possible to take images of the skeleton and locate and characterize the size and nature of tumors.
QSAM BIOSCIENCES, INC. 
