On the other hand, suppose you're Dr. Samuel HerschkowitzSeveral of us on this board are out $10k or even $100k on the bad bet that was Acerus. But let's pause for a moment and think about Dr. H., who agreed to sell his company to these desperados only 10 months ago. What's far worse, of course, is that he let Ian string him along for the money he was owed. Ian delayed and delayed, and here we are now in bankrupcy filings, where Dr. H. and his investors may find themselves in tears somewhere near the back of the middle of the line. I guess they never should have trusted Slow Eddie and Honest Ian. I love Slow Eddie's line at the end of the following press release, about how he's-a gonna create shareholder value. Then came the one-to-200 reverse split. Then came banrkupcy. But all Slow Eddie lost was his reputation and a million or so bucks of his savings. Herschkowitz lost his entire company to these fools. See you in court, doc.
TORONTO, Feb. 28, 2022 (GLOBE NEWSWIRE) -- Acerus Pharmaceuticals Corporation (the “Company” or “Acerus”) (TSX:ASP; OTCQB:ASPCF) today announced that it has entered into a definitive agreement (the “Definitive Agreement”) to indirectly acquire Serenity LLC (“Serenity”) and the global rights to its Noctiva brand in a combined cash and stock transaction. Serenity, based in Miami, FL, is a specialty pharmaceutical company, focused on developing therapies for diseases associated with voiding disorders, and had previously been granted approval by the U.S. Food and Drug Administration (FDA) for its Noctiva (desmopressin acetate) nasal spray. Noctiva is indicated for the treatment of nocturia due to nocturnal polyuria in adults who awaken at least two times per night to void.1 It is the first FDA-approved therapy for nocturia.
Transaction Details
Within 90 days of the effectiveness of the acquisition (the “Acquisition”), Acerus will pay a $6 million USD up-front fee to Serenity, less certain deductions allowed by the Definitive Agreement. Serenity stockholders will be entitled to receive approximately 804 million common shares (“Common Shares”) of Acerus, payable on the earlier of January 10, 2023, if first commercial sale has occurred before then, or the date of the first commercial sale of Noctiva™ (the “First Commercial Sale Shares”), resulting in Serenity stockholders owning approximately 32.6% of the fully diluted Common Shares as calculated as of closing and without taking into account any future financing or other share issuances.
Two additional one-time equity-based sales milestones valued at $5 million USD each, will be paid to Serenity stockholders when aggregate Net Sales of Noctiva™ sold in the United States and Canada combined, first reach the respective thresholds of $100 million and $150 million USD in annual net sales. These equity milestones will be paid in Common Shares and will be valued at the highest of the then current market price or a pre-determined floor price (the “Sales Milestone Shares”).
Serenity stockholders will also receive tiered low double-digit Contingent Sales Payments, paid in cash, equal to a percentage of Net Sales of Noctiva™ sold in the United States and Canada during each calendar year. Serenity stockholders will also receive Contingent Sales Payments, paid in cash, equal to a percentage of Net Royalty Profits of Noctiva™ sold outside of the United States and Canada during each calendar year.
“This is a truly transformative transaction, elevating Acerus into a leading specialty pharmaceutical company positioned for what we expect to be an accelerated path to profitability, continued revenue growth and further business diversification,” said Edward Gudaitis, President and Chief Executive Officer of Acerus Pharmaceuticals. “The combination of Serenity with the Acerus business further increases our footprint in attractive urology and men’s health market segments. This transaction is an excellent strategic fit with our market expansion plans and we believe the Acquisition will create significant stockholder value.”