RE:Thanks for respondingYukonJezza wrote:
I'm just trying to figure this IP thing out.
According to SEDI, Antibe Holdings held 15 million shares (1.5 million after the reverse split) from June 2013 - June 2017 (after which point they ceased to be an insider and having to report on SEDI). According to the last financials, on Dec. 31, 2020 Holdings owned 3.2% of the common shares (of which there were 38,779,772), meaning that Holdings owned about 1.24 million ATE shares.
The original long form prospectus from June 2013 (p.53) listed ownership of Holdings as: Wallace owning 16.6% (could increase to 32.0% through performance milestones and options) and Legault acquiring 23.0% if all performance milestones and options vest.
I'm not sure if Holdings completely divested all of its ATE shares to the shareholders of Holdings, if they did, it'd imply that Wallace (164,567 / 1,240,000) owns about 13.3% of Holdings and Legault (101,099 / 1,240,000) owns about 8.2% of Holdings. Those numbers are a bit low, so either Wallace & Legault had sold shares in Holdings or Holdings has not completely divested all of its shares in ATE.
Holdings assets are shares in ATE (probably 1.24 million), very minor milestone payments as drugs under their patents progress and 15% of royalties of Antibe's drugs. The more contentious negotiations between ATE and Holdings is over the current value of their 15% royalties.
I believe I read somewhere that Antibe was going to acquire Holdings 15% royalties through a three-cornered amalgamation. I'd guess something to the effect that ATE shareholders (currently 56 million fully diluted) would receive around 85% of the amalgamated company and Holdings would receive around 10 million shares (10 / 66 = 15%).
They're probably haggling on the exact value of those 15% royalties. Off the top of my layman's head (probably a ton of others), Holdings arguments: if ATE is going to dilute 20% halfway through phase 3, then Holdings should really be getting closer to 18%. Antibe arguments: ote-naprox-e-sul might fail, so that 15% should be discounted lower; those royalties wouldn't start until 2025, so if Holdings new amalgamated shares aren't being locked up for 4 years then it should be discounted lower than 15%.
As they're doing these negotiations, Holdings is probably winding up their other assets (the 1.24 million ATE shares) and giving it to Holdings shareholders. Think this is taking care of paperwork/accounting and getting things prepared, but not necessarily evident of a deal between Antibe and Holdings having been reached.
Timeline wise, IND filing probably happens first. From the January corporate update, amalgamation happens before NASDAQ uplisting.