Mr. Mariusz Olejniczak reports
CONVERTIBLE DEBENTURE OFFERING,
UPDATE ON RESEARCH PROJECT PIPELINE
AND APPOINTMENT OF ADDITIONAL DIRECTORS
WPD Pharmaceuticals Inc. has arranged a convertible debenture offering, and revised its
projects pipeline to focus on glioblastoma cancer (GBM) and other brain tumour programs.
WPD is a biotechnology research and development company with a focus on oncology, namely
research and development of medicinal products involving biological compounds and small
molecules. It operates its business primarily through WPD Poland, a subsidiary of and the
operating branch of the Company. The Company owns approximately 20% of the outstanding
shares of WPD Poland.
Partial Revocation Order
The British Columbia Securities Commission (the "BCSC") has issued an order partially
revoking the cease trade order, which was issued against the Company on July 22, 2022 due
to the Company's failure to file audited and interim financial statements, management's
discussion and analysis on the financial statements, and related certifications (together, the
"Continuous Disclosure Documents"). The partial revocation order permits the Company to
complete the Offering described below.
Convertible Debenture Offering
The Company intends to raise up to $300,000 by issuing unsecured convertible debentures
(the "Debentures"). The Debentures will mature three years from the date of issuance and will
bear interest at the rate of 18% per annum compounded monthly until maturity and after
default. Each Debenture will be convertible into units of the Company at a conversion price of
$0.05 per unit. Each unit will consist of one common share and one share purchase warrant
exercisable to purchase one additional common share at a price of $0.05 for three years from
the date of issuance.
The proceeds of the Offering will be used to complete and file the outstanding Continuous
Disclosure Documents, to pay legal fees, filing fees and certain accounts payable, and for
general working capital. The Company may pay finder's fees in cash in connection with the
private placement.
WPD Projects
WPD has licensed 4 novel drug candidates with one that is in clinical development stage.
These drug candidates were researched at medical institutions and universities, and WPD
currently has ongoing collaborations with Wake Forest University Health Sciences ("Wake
Forest University") and CNS Pharmaceuticals, Inc. ("CNS Pharmaceuticals"). WPD has
entered into license agreements with each of Wake Forest University and CNS
Pharmaceuticals, by which WPD has been granted an exclusive, royalty-bearing license or
sub-licenses to certain technologies of the licensors. The license agreements provide WPD
with certain research, development, manufacturing and sales rights, among other things. The
license territory from Wake Forest University is for global rights. The sub-license from CNS
Pharmaceuticals grants WPD geographic exclusivity for development and marketing in 31
countries.
The Company has made a decision to revise its projects' pipeline and will focus on developing
biological and chemical molecules involved in targeted therapy of brain cancer GBM and other
brain tumours. GBM and other brain cancer cells are highly resistant to all known therapies.
The Company will focus in particular on developing the drug candidate, Berubicin, for the
treatment of adult patients with recurrent GBM after failure of standard first line therapy.
Berubicin is from the same chemical family as other successful chemotherapies
(anthracycline). Berubicin has received Fast Track Status from the FDA and has a
manufacturing partner in place. The Company has a sub-license for Berubicin from CNS
Pharmaceuticals.
Berubicin WPD-201 Program: Clinical trials in the Berubicin WPD-201 program are currently
ongoing. Four polish clinical sites have been contracted for purpose of these clinical trials. A
central reader will determine the radiologic responses for each patient according to m-RANO
criteria. The responder criteria for this Simon's design will be based on objective response
criteria defined as individual patients achieving CR or PR per m-RANO criteria within 6 months
from baseline. For more information, refer to the Company's news release dated January 18,
2023 and available on SEDAR under the Company's profile. More
information is also available on the National Library of Medicine's Clinical Trials website.
WPD101 Program: The highly specific targeting of GBM cells with WPD101 product may allow
for selective elimination of tumor cells without affecting normal cells. Furthermore, the planned
method of administering the drug to the tumor tissue will be an advantage over standard
intravenous administration, resulting in the possible reduction of any potential side effects
associated with standard chemotherapy. Development of the WPD101 program will allow GBM
patients access to innovative molecular targeted therapies as an alternative to conventional
treatment.
The WPD101 program was divided in WPD101a and WPD101b products. WPD101a is ready
for GMP manufacturing for clinical studies, but due to limited financial resources and failure to
meet the deadlines set out in the project agreement, management decided to withdraw from
the implementation of the WPD101a project. WPD informed a grant provider, National Center
for Research and Development, of management's decision and terminated the contract for
these projects at an early stage of development. WPD will seek partners and investors, who
could help in further development of WPD101a and other products that may be developed
under the license agreement with Wake Forest University and plans to submit applications for
new grants for further development of this line of product.
Moleculin Program: On March 20, 2023 the Company signed a sublicence termination
agreement with Moleculin Biotech, Inc. ("Moleculin"). Under the termination agreement
Moleculin will pay WPD (or its designees) US$700,000, which has been paid, and will issue to
WPD (or its designees) such number of shares of Moleculin's common stock equal to
US$800,000 divided by the five day average closing price per share of Moleculin prior to the
date of the termination agreement.
Appointment of Additional Directors
The Company is also pleased to announce the appointment of Constantine Carmichel and
Nick Luksha as directors of the Company.
Constantine Carmichel is a businessman with over twenty five years' experience in corporate
finance, including consulting private and public companies, spearheading multiple initial public
offerings, and helping facilitate mergers and acquisitions.
For the past 20 plus years he has operated Caelum Finance Ltd.
as a merchant bank and business development consulting company, helping clients achieve
their goals. Connecting capital, offering fast access to sales channels, product consulting and
rollout, data procurement and management, business process outsourcing (BPO), and
corporate restructuring are some of the services offered by Mr. Carmichel's company. Mr.
Carmichel received his Bachelor's Degree in Political Science from the University of British
Columbia, Canada.
Nick Luksha is the managing partner of Tesoro Capital Partners and has over 18 years of
business experience as an owner, senior management, and in capital markets as a Director,
President, and Executive Vice President of private and publicly traded companies. Throughout
his career, Mr. Luksha has been a leader in numerous sectors including real estate
development, investment, asset management, technology, franchising, & building
management teams to help small to medium sized businesses achieve controlled growth. He
has considerable experience providing access to capital for high-growth businesses
worldwide. Nick's vast network of value-add capital sources include High Net Worth retail
investors, family offices, institutional investors, and broker/dealers. Having operated across
Canada, the USA, and Latin America, Mr. Luksha has cultivated a sophisticated approach to
a diverse range of professional environments. Mr. Luksha obtained his Bachelor of Arts degree
from Concordia University in Montreal, Quebec, and also attended Harvard University for
continuing studies.
Mariusz Olejniczak, CEO of WPD commented, "We are excited to welcome Constantine and
Nick to our Board of Directors. Each brings a unique wealth of experience that will be a benefit
to the growth of WPD Pharmaceuticals and support our work on finding a cure for
glioblastoma."
We seek Safe Harbor.
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