Avant Diagnostics and Amarantus Diagnostics to Combine with Theranostics Health
Avant Diagnostics, Inc., a biotechnology company focused on the development of oncology based diagnostics, and Amarantus Diagnostics, Inc, a wholly-owned subsidiary of Amarantus BioScience Holdings, Inc, today announced that the companies have jointly entered into a letter of intent for Avant to acquire assets and certain liabilities of Theranostics Health Incorporated, adding key CLIA laboratory and intellectual property capabilities to Avant's previously announced letter of intent to merge with Amarantus Diagnostics (collectively, the "Transactions").
THI currently generates over $1.5M in services revenue from some of the world's leading biopharmaceutical companies, including 7 of the top 10 pharmaceutical companies by revenue. The companies will be holding a conference call to discuss the business combination today at 4:30 PM ET. To access the conference call please dial 215-383-1625 or toll free 800-356-8278; access code 135394.
Under the terms of the letter of intent, Avant shall issue to THI 25 million shares of its common stock upon the closing. Amarantus BioScience has provided a convertible note of $400,000 to THI to facilitate the transaction that will be assumed by Avant upon closing of the transactions. As previously disclosed, Avant plans to issue 80 million shares of its common stock to Amarantus Biosciences upon completion of its merger with Amarantus Diagnostics. The Transactions are expected to close in the first half of 2016, and are subject to customary closing conditions.
Gerald E. Commissiong, President & CEO of Amarantus said:
"THI is a leader in the area of signal transduction biology, where they have been able to attract an A-list of pharmaceutical customers collaborating with the company to evaluate the therapeutic benefit and potential of their drug candidates using THI's proprietary assays.
“In addition, THI has a CLIA lab where Amarantus' Diagnostics has established operations over the course of the first quarter that will allow for CLIA validation and commercial launch of the combined company's suite of high-value, proprietary diagnostics in the areas of oncology and neurology. THI's sales channel into the pharmaceutical industry will provide important leverage for the combined company to market the LymPro Test® for Alzheimer's disease. We could not have picked a better partner to bring Avant and Amarantus' Diagnostics leading-edge intellectual property in diagnostics and biomarkers to the market."
Gregg Linn, President & CEO of Avant Diagnostics added:
"Key to the business case for the merged company is THI's impressive pharma services revenue base and sales channel in the area of cell signaling biology. In addition to this, THI's CLIA laboratory provides the combined company with the infrastructure to launch OvaDx®, MSPrecise® and LymPro Test in a regulatory compliant environment that has been vetted by some of the world's top pharmaceutical companies. THI's laboratory meets the highest quality standards under CLIA/CAP which should give both our pharmaceutical and commercial customers great confidence in the information generated in THI's laboratory."
THI's core business is centred on providing pharmaceutical and biotechnical companies access to its technology for quantitatively measuring the activation status of key proteins and signal transduction pathways that are dysregulated in multiple disease processes via its Reverse-phase Protein Array (RPPA) platform. THI is experienced in running CAP-accredited assays in its CLIA laboratory for predicting response to therapies in difficult to treat cancers. THI believes that, while genomic approaches may identify potential activating mutations in diseased tissues, measuring the actual activation status of the protein drug targets and the signal transduction pathways that they regulate, provides physicians with much-needed evidence that a particular therapeutic strategy can provide benefits to the patient. THI has launched tests, TheraLink® Assays, for guiding therapeutic decisions in breast and colorectal cancer. The post-merger Avant Diagnostics will further build on its recognized scientific expertise in the area of cell cycle biology to increase its pharma services revenues and provide therapy guiding diagnostics in difficult to treat conditions.
Glenn Hoke, PhD, Chief Executive Officer of THI added:
"After an extensive evaluation of the diagnostics market, we believe that we have found the best potential partners in Avant and Amarantus. It is clear that we will be expanding our CLIA offerings with much needed tests such as OvaDx in cancer and MSPrecise in neurology, while also providing significant additional pharma services business development opportunities with the LymPro Test. With platforms in microarray proteomics, ELISA, flow cytometry and 'next-gen' sequencing, the combined company's capabilities will allow it to add cross-platform diagnostics as we grow into the future."