CKLIFE SCIENCES (00775) announced that, as disclosed in the initial announcement, under the stock sale agreement, the issuance of buyer ordinary stock payment shares and buyer DOGWOOD THERAPEUTICS INC (NASDAQ: DWTX) preferred stock payment shares to the seller (a wholly-owned subsidiary of the Company) serves as consideration for selling 100% equity interest in the target company (Pharmagesic (Holdings) Inc) to the buyer. The buyer preferred stock payment shares provide the seller with cash settlement rights and repurchase rights.
On September 26, 2025, the seller and buyer entered into a waiver agreement, whereby both parties agreed to waive cash settlement rights and repurchase rights with respect to a portion of the buyer preferred stock payment shares. The key terms include: (a) the buyer shall have the right to require the seller to waive cash settlement rights and repurchase rights with respect to a portion of buyer preferred stock payment shares as determined by the buyer, and the seller agrees to waive such rights, subject to the terms and conditions of the waiver agreement; (b) the buyer may exercise its rights from time to time, but not more than once per calendar quarter; (c) the value of buyer preferred stock shares subject to waiver (waiver shares) shall be based on the buyer's good faith estimate of the difference between $2.5 million and the buyer's stockholders' equity on its balance sheet at the end of the calendar quarter in which the waiver notice is issued; and (d) the total number of all waiver shares shall not exceed 300 shares (waiver threshold).
As disclosed in the initial announcement, these transactions resulted in a business combination between WEX, wholly owned by the target company, and the buyer. This move provides WEX access to the buyer's robust management team with extensive experience in biotechnology fundraising, research and development, and commercialization in pharmaceuticals, including drugs for pain relief and pain-related diseases.
Following the incorporation of the buyer's expertise in technology, drug development, and product commercialization, WEX's flagship candidate product Halneuron® is expected to announce data earlier and accelerate market entry. As a NASDAQ-listed entity, the buyer will also gain access to U.S. capital markets, thereby obtaining additional funding to accelerate Halneuron® development. Through its significant interest in the buyer, the Company will benefit from the accelerated development of Halneuron® within the buyer's permitted scope.
Since the initial and second announcements, the buyer has announced further progress in Halneuron® clinical trials. The buyer has been recruiting patients for the ongoing Halneuron® Phase IIb clinical trial, with recruitment progressing smoothly and interim data expected to be announced in Q4 2025.
Given that the buyer's NASDAQ listing status provides access to U.S. capital markets for additional funding to accelerate Halneuron® development, and considering the increase in the Group's interest in the buyer (the Group will hold approximately 90% equity upon conversion of buyer preferred stock and buyer A-1 preferred stock), the partial waiver will help the buyer meet NASDAQ stockholders' equity requirements while maintaining its NASDAQ listing status.
Furthermore, repurchase rights attached to any buyer preferred stock payment shares allow the seller to repurchase all Halneuron assets in exchange for the total cash settlement amount the seller would be entitled to receive upon conversion of buyer preferred stock payment shares at that time. The partial waiver of cash settlement rights and repurchase rights on a portion (rather than all) of buyer preferred stock payment shares will not affect the seller's right to repurchase all Halneuron assets when relevant events occur.