NEW YORK – Biodexa Pharmaceuticals on Thursday said it has signed a nonbinding letter of intent to purchase precision oncology company Varian Biopharmaceuticals.
Naples, Florida-based Varian last year announced that it would merge with special purpose acquisition company SPK Acquisition Corp. and become a publicly traded firm focused on developing atypical protein kinase C iota (aPKCi) inhibitors for basal cell carcinoma and other solid tumors — but that deal never finalized. The company's lead products are VAR-101, a topical formulation slated for proof-of-concept testing in a Phase I study in Q1 2024 for basal cell carcinoma, and VAR-102, which Varian is planning to study in various solid tumors characterized by aPKCi, Gli1, and KRAS oncogenes in a basket trial. The company thinks VAR-102 may also have efficacy in acute myeloid leukemia.
Biodexa, a company developing treatments for metastatic brain cancers, proposed in the nonbinding letter of intent that Varian merge into an acquisition subsidiary of Biodexa. In the proposed deal, Varian's equity and debt holders will receive 10 million of Biodexa's American Depositary Shares (ADS) as an initial consideration once the transaction closes. Biodexa's ADSs currently trade at $.21 per share on the Nasdaq, valuing the initial purchase at $2.1 million.
On a pro forma basis, Varian securityholders would own approximately 34 percent of the post-acquisition company. Furthermore, Varian securityholders are eligible to receive an additional 3 million ADS once the firm begins the first pivotal registration study of one of its lead products and an additional 3 million ADS if the US Food and Drug Administration approves one of its drugs. Biodexa, headquartered in Cardiff, UK, has also proposed to raise at least $7 million to fund VAR-101 through the Phase I proof-of-concept study.