Parnell Pharmaceuticals Holdings Ltd   PARN   $17.00-$19.00   3.6 million shares Underwriters: Jefferies, Piper Jaffray   Co-Managers: JMP Securities, Ladenburg Thalmann & Co., Geller Biopharm Proposed trade date of 6/18   They are a fully integrated pharmaceutical company focused on developing, manufacturing and commercializing innovative animal health solutions.

 

Parnell Pharmaceuticals Holdings Ltd   PARN

  • 3,600,000 shares to be offered between $17.00 and $19.00 per share
  • Underwriters: Jefferies, Piper Jaffray  Co-Managers: JMP Securities, Ladenburg Thalmann & Co., Geller Biopharm
  • Proposed trade date of 6/18
  • Rating = 2

 

Click here to view the prospectus.

http://www.sec.gov/Archives/edgar/data/1603429/000114420414036344/v380837_f1a.htm

 

Company Overview

They are a fully integrated pharmaceutical company focused on developing, manufacturing and commercializing innovative animal health solutions. They currently market five products for companion animals and production animals in 14 countries and augment their pharmaceutical products with their proprietary iKAM and mySYNCH® software platforms. These innovative technology solutions are designed to enhance the quality of life or performance of animals, while driving their customers’ operational efficiency and profitability. They believe their value-added solutions help establish them as a business partner with their customers rather than only as a commodity provider, differentiating them from their competitors.

In the last decade, they have significantly enhanced their core competencies across the entire pharmaceutical value chain. A key strength of their business is their clinical trial and regulatory development experience. They have conducted over 31 clinical trials across six countries in 70 trial sites during the last ten years. Their products have been approved by regulators in the United States, Europe, Canada, Australia, New Zealand and multiple other jurisdictions throughout Latin America, Asia, the Middle East and Africa. They are planning to conduct at least 25 additional clinical trials over the next four years. They have constructed a U.S. Food and Drug Administration, or FDA, inspected, sterile manufacturing facility located in Sydney, Australia, which they believe provides them with a low-cost and reliable supply of their products. They currently have approximately 75% available capacity above their current manufacturing demand, creating significant contract manufacturing and pipeline expansion opportunities. They intend to leverage these core competencies to bring at least seven new products to market over the next five years, addressing up to 12 indications, with a particular focus on the companion animal sector. They also expect to actively expand their pipeline through targeted development and in-licensing opportunities.

Their lead reproductive hormone products, estroPLAN® and GONAbreed®, are designed to safely and effectively improve cattle breeding performance and are currently marketed in 12 countries. They were the first company to achieve FDA approval for the indication of estrous synchronization in lactating dairy and beef cows. They market their reproductive hormone products in conjunction with their proprietary software platform, mySYNCHTM, in order to deliver superior breeding outcomes. Since launching in the U.S. in mid-2013, they have steadily acquired market share and they estimate that they typically enjoy a top three market share position in many other countries where they have been selling their products for many years.

Their disease-modifying product, Zydax®, for the treatment of osteoarthritis, or OA, in dogs and horses, stimulates the growth of new cartilage and inhibits cartilage breakdown. OA is a slowly progressive and often severely debilitating degenerative joint disease. They estimate that the market for OA in animals in the U.S. and the European Union, or EU, is over $410 million in annual sales of prescription drugs and the global market for alternative treatments is at least another $500 million in annual sales. The most common treatments for OA are anti-inflammatory drugs, which ease symptoms but do not address the underlying disease process. By contrast, Zydax is designed to enable veterinarians and animal owners to safely and effectively manage the cause of OA. Zydax has an excellent efficacy and safety profile, with one million doses sold, and has led to improved quality of life for dogs and improved performance of sport horses. They have marketed Zydax in Australia, New Zealand, Hong Kong, Singapore and the United Arab Emirates and they are seeking approval from the FDA for marketing in the U.S. and from the European Medicines Agency, or the EMA, for marketing in the EU. Assuming regulatory approval, they plan to launch Zydax for dogs in these markets in 2016. They were granted a patent related to the active pharmaceutical ingredient, or API, in Zydax in each of Australia and New Zealand. This patent expires in 2028, and they are seeking additional Zydax-related patent protection in other countries. In addition to Zydax they also have a nutraceutical product, Glyde®, which is a combination of glycoaminoglycans, a building block for cartilage (derived from chondroitin sulfate and glucosamine) and a potent natural anti-inflammatory, ecoisatetranoic acid (derived from green-lipped mussel powder). Glyde is currently marketed in the same countries where Zydax is approved.

They believe their products are differentiated through their complementary software platforms designed to assist their customers in maximizing the performance and efficiency they can derive from their products. iKAM, for companion animals, and mySYNCH, for dairy producers, provide their customers with a personalized software solution which is provided as a free service offering to their customers loaded onto a complementary tablet device. This software platform provides mobile and interactive education and diagnostics, data analytics and customer management capabilities. iKAM and mySYNCH also provide them with direct interaction with animal owners to manage and personalize their brand experience with their products. Their technology offerings enable them to partner with veterinarians and key distributors to increase customer interactions, brand recognition and overall customer satisfaction.

Their current revenues are derived from operations in 14 countries, with a direct marketing presence in Australia, New Zealand, Singapore, Hong Kong, Dubai and the U.S. They utilize a range of multi-national and local marketing partners in other markets including Canada, the Middle East and Africa and will continue to seek additional marketing partners who can assist them in bringing their products to market in those geographies where they do not expect to establish a direct presence. They intend to enter the burgeoning Chinese market in the next two years, initially with their reproductive hormone products. During that time, they also intend to enter the Latin American market.

They believe that their fully-integrated, pharmaceutical value chain positions them to effectively and efficiently leverage their current product portfolios, expand and scale their pipeline of product candidates, elicit attractive in-licensing or acquisition opportunities and seek vertical opportunities as a contract services provider. They believe that the combination of these capabilities and opportunities positions them to become a leading innovator in animal health products.

Their Products and Product Candidates

In addition to their currently marketed products, they are developing a pipeline of clinical drug candidates that seek to deliver solutions to address unmet needs in companion animal health or address practical and financial challenges that veterinarians and farmers encounter with existing production animal therapies. Currently, they have seven product candidates for the treatment of up to 12 indications across several therapeutic areas and animal species in their pipeline. They also intend to leverage their established developmental capabilities to advance multiple in-house and in-licensed pipeline opportunities.

The following table presents information regarding their commercial products and their products under development.

[GRAPHIC MISSING]

In addition to developing therapeutics that deliver real solutions to unmet animal health needs, they believe some of their product candidates, including Zydax, PAR081, PAR121 and PAR122, may have the potential to be applied to human health. Assuming successful development of each of these product candidates for the animal health market, they would seek to partner with organizations that can assist in assessing the feasibility and potential development of these product candidates for human applications.

 

IPO Detail

This is the initial public offering of Parnell Pharmaceuticals Holdings Ltd and no public market currently exists for its common stock. Parnell Pharmaceuticals Holdings Ltd is offering shares of common stock as described in the prospectus. The company expects the initial public offering price of its common stock to be between $17.00 and $19.00 per share. The company has applied to list its common stock on the NASDAQ Global Market under the symbol “PARN.”

 

Ordinary shares offered by the company

           3,240,000    shares

 

Common stock offered by the selling shareholder

               360,000      shares

 

Common stock to be outstanding immediately after this offering

       11.526.722       shares

 

 

Use of Proceeds

They estimate that they will receive net proceeds from this offering of approximately $52.1 million. The principal reasons for this offering are to increase their capitalization and financial flexibility, increase their visibility in the marketplace and create a public market for their ordinary shares. They intend to use the net proceeds as follows:

• approximately $25.0 million to repay then-outstanding principal amount, and $1.7 million in then-outstanding interest amounts under their credit facility with SWK Funding LLC, dated as of January 23, 2014, which matures on January 23, 2021. The SWK credit facility carries an effective interest rate of 17%. They used proceeds from the facilities to repay outstanding amounts under a prior credit facility and to fund their operations.

• approximately $10 million to $20 million for the further development of their product candidates and approximately $10 million for expansion of their commercial infrastructure in anticipation of future product launches and for other general corporate and working capital purposes.

They may also use a portion of their net proceeds to in-license or acquire additional product candidates, technologies or businesses; however, they currently have no agreements or commitments to complete any such transaction.

Competition

Company

 

Stock Symbol

 

Exchange.

Zoetis Inc.

 

 

ZTS

 

 

NYSE

     Bayer AG

 

 

BAYN

 

 

XETRA

Merck & Co., Inc.

 

 

MRK

 

 

NYSE

Sanofi SA (ADR)

 

 

SNY

 

 

NYSE

Boehringer Ingelheim GmbH

 

 

Private

 

 

 

     Ceva Inc.

C

 

     CEVA

     

 

     NASDAQ

Vetoquinol SA

 

 

VETO

 

 

EPA

 

Market Opportunity

Pet Therapeutics and Production Animal Markets

The companion animal market is typically characterized by products for dogs, cats and horses. Pet ownership and per capita spending on pets is increasing globally as pet owners desire to foster a strong, long-lasting, human-animal bond.

Key factors contributing to the growth of companion animal products include:

·        Increasing pet ownership;

·        Growing disposable incomes, particularly in emerging markets;

·        Increasing medical needs of companion animals as they live longer and begin to experience many of the medical conditions seen in older humans; and

·        Growing emphasis on development of new medical therapies specifically for pets.

The American Pet Products Association, or APPA, reports U.S. consumers spent an estimated $53.0 billion on their pets in 2012, up 38% over 2006. The U.S. is the single largest pet market and currently 68% of U.S. households own a pet.

The production animal health industry is primarily focused on providing vaccines and pharmaceuticals. The industry is growing in response to increasing food demands from a growing global population. As standards of living improve, people’s appetite for animal protein grows. Therefore, it is important to consumers and livestock producers that the food supply is safe and nutritious and that livestock herds are kept free from disease by using proper husbandry, appropriate medicines, and vaccines. As a result, livestock owners are always looking for ways to improve production efficiency through the use of new, innovative, animal health products.

Reproductive Hormones — estroPLAN and GONAbreed

They currently have two approved reproductive hormone products in the U.S., estroPLAN (cloprostenol sodium, a prostaglandin F2α, or PG, drug) and GONAbreed (gonadorelin acetate, a Gonadotropin Releasing Hormone, or GnRH, drug). They have marketed estroPLAN and GONAbreed in other markets for many years . In January 2013, GONAbreed was approved by the FDA for use in conjunction with cloprostenol sodium in cattle breeding programs.

There are approximately 9.2 million dairy cows in the U.S., and 40 million doses of GnRH and PG are sold annually for approximately $80 million. They estimate up to 100 million dairy cows globally are milked in industrialized countries, including 20 million in Europe and six million in Australia and New Zealand.

For a cow to produce milk, it must calve every year. Efficiently re-establishing pregnancy across the entire milking herd has long been, and remains, a pivotal economic driver in commercial dairying with nearly all modern dairy herds bred by artificial insemination. In the weeks following calving, the uterus must return to a normal state in order to become ready for the next pregnancy. During this period, which is typically 60 days, cows are prepared for re-breeding. The objective on all dairy farms is to get cows pregnant as quickly as possible after the voluntary wait period to ensure the optimal length of lactation (milking). In the U.S., the average time to get a cow pregnant is 156 days after calving, nearly 100 days after the expiration of the voluntary wait period. Every day a cow is not pregnant following calving, or day open, reduces milk production in the next lactation. Based on current industry metrics (including milk and feed prices), each day open is estimated to cost up to $10 in lost income per cow. Improving reproductive efficiencies can therefore have a dramatic impact on the economics of a dairy farm and clearly, there is a significant opportunity to improve reproductive performance of dairy cattle in the U.S.

Although the active ingredients in both estroPLAN and GONAbreed are generic, there are opportunities to innovate the way the drugs are used in combination. For example, they have recently filed a method of use patent for a new breeding program, PROCEPT®, which is intended to increase conception rates from artificial insemination programs compared to the traditional combination use in what are called Ovsynch programs. They believe that a successful launch of the PROCEPT breeding program would solidify their position as a leader in clinical science insofar as they would be the first company to bring a new breeding program to the market for dairy and beef cows in many years.

There are approximately 150 million pet dogs and cats in the U.S. The anesthesia market is approximately $60 million in annual revenue, and the European market is estimated to be similar in size. The benefits of propofol in veterinary anesthesia mimic those in human anesthesia; namely, short onset of action, smooth induction of unconsciousness, rapid recovery, acceptable cardiac and respiratory impacts, and lack of drug accumulation from top-up doses. While propofol has a desirable anesthetic profile, they believe its use in veterinary clinical practice is less than its potential because the current propofol products have shortcomings. They also believe a particular opportunity exists for using PAR081 in procedures requiring up to one hour of anesthesia or deep sedation and they expect that these short procedures such as neutering and minor surgical procedures comprise the great majority of veterinary caseload in regular clinical practice.

In addition, they believe there is a specific market for using PAR081 in cats as they are particularly susceptible to hypersensitivity from commonly used excipients such as benzyl alcohol, which is an anti-bacterial agent used in many sterile drugs including the currently available veterinary propofol products. The toxicity of benzyl alcohol in cats is greater than in other species. In addition, prolonged or repeated dosing of propofol in cats has reportedly resulted in Heinz body formation (a disorder of the red blood cells). They are developing PAR081 to address the market for propofol in cats.

Supply of the human propofol market has been impacted by highly publicized product outages in recent years due to FDA product recalls and citations of manufacturing facilities for particulate contamination. This has resulted in lengthy product shortages in the hospital system and culminated in the withdrawal of one of the three main suppliers from the market. The formulation they intend to develop for veterinary use may have a simple transition to human use which could dramatically enhance the market opportunity for PAR081.

They are developing PAR121 to bring novel advantages to the management of bone injury in dogs and horses. If recovery were accelerated, performance animals with bone injuries could potentially return to competition earlier, and pets with fractures could be mobile sooner. Earlier quality-of-life restoration would reduce treatment and care costs and responsibilities for owners of dogs and horses sustaining bone injuries treatable with PAR121.

There are approximately 150 million pet dogs and cats in the U.S. Approximately $1.5 billion is annually spent on managing knee injuries in dogs, including surgery. They believe these expenditures primarily relate to surgical procedures and hospitalization as there are currently no available drug therapies. Recovery times from fractures and orthopedic surgeries typically last several weeks, during which dogs must be immobilized through the application of plaster casts, an attractive target for dogs to chew on which requires dogs to wear lampshade devices over their heads to restrain them from inadvertently removing the cast. Ultimately, any opportunity to enhance the recovery process from fractures or orthopedic surgeries would not only benefit the dog’s quality of life but would greatly reduce the owner’s frustrations of caring for a dog post-surgery.

There are estimated to be 9.2 million horses in the U.S., of which approximately 9% are racing horses. Approximately 75% of racehorse injuries involve musculoskeletal damage, of which bone injury is a significant part. An estimated 70% of young racehorses experience buck shins, also known as microfractures, and the recuperative period accounts for 12,000 lost training days and millions of dollars annually. Such high incidences mean much of the treatment focus and cost in racing horses is directed at orthopaedic conditions. There are no therapies available that can shorten recovery times following bone injury. The economic and emotional impact of bone injury downtime is substantial and the industry continually seeks ways to return horses to competition or use.

In human medicine, bone growth factors such as Bone Morphogenic Proteins, or BMPs, have entered the human market in recent years. BMPs are applied directly to the bone during surgery to promote bone healing. They believe that PAR121 could be a superior product offering to BMPs as it would not require surgical intervention to be applied yet it may achieve similar outcomes in promoting bone healing.

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(in thousands, except percentages)

  

 

Nine
Months
Ended
March 31,
2014

 

Nine
Months
Ended
March 31,
2013

 

v%

 

Year Ended
June 30,
2013

 

Year Ended
June 30,
2012

 

v%

Revenues

 

 

4,301

 

 

 

4,581

 

 

 

(6

%) 

 

 

9,538

 

 

 

6,291

 

 

 

52

Other Income

 

 

2,063

 

 

 

1,206

 

 

 

71

 

 

2,203

 

 

 

6,319

 

 

 

(65

%) 

Costs and expenses

 

 

15,273

 

 

 

8,740

 

 

 

75

 

 

15,893

 

 

 

11,941

 

 

 

33

Income/(loss) before income tax
(expense)/benefit

 

 

(8,909

 

 

(2,953

 

 

(202

%) 

 

 

(4,151

 

 

670

 

 

 

(720

%) 

Income tax (expense)/benefit

 

 

2,532

 

 

 

369

 

 

 

586

 

 

673

 

 

 

(603

 

 

(212

%) 

(Loss)/income for the period

 

 

(6,377

 

 

(2,584

 

 

(147

%) 

 

 

(3,478

 

 

67

 

 

 

(5,265

%) 

Other comprehensive income/(loss) for the period, net of tax

 

 

(626

 

 

85

 

 

 

(835

%) 

 

 

(32

 

 

126

 

 

 

(126

%) 

Total comprehensive income/(loss) for the period

 

 

(7,003

 

 

(2,499

 

 

(180

%) 

 

 

(3,510

 

 

193

 

 

 

(1,920

%) 

Earnings per share:

 

 

Cents

 

 

 

Cents

 

 

 

  

 

 

 

Cents

 

 

 

Cents

 

 

 

  

 

Basic and diluted

 

 

(78

 

 

(34

 

 

  

 

 

 

(46

 

 

1

 

 

 

  

 

Weighted-average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

8,143,647

 

 

 

7,518,599

 

 

 

  

 

 

 

7,518,599

 

 

 

7,523,599

 

 

 

  

 

 

Balance sheet data:

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(in thousands)

  

 

At
March 31, 2014

 

At
June 30, 2013

 

At
June 30, 2012

Cash and cash equivalents

 

 

4,284

 

 

 

860

 

 

 

78

 

Total Assets

 

 

35,900

 

 

 

31,563

 

 

 

26,681

 

Borrowings, including current portion

 

 

30,105

 

 

 

20,200

 

 

 

11,943

 

Ordinary Shares

 

 

5,423

 

 

 

3,104

 

 

 

3,105

 

Total Equity

 

 

(2,296

 

 

2,388

 

 

 

6,579

 

 

Target Markets

Capturing market share of reproductive hormones in the U.S.  Their product and technology solutions are designed to maximize customer outcomes and develop brand recognition with these customers. They market their solutions through a newly-established direct sales force covering the top 20 states in the dairy sector, representing 80% of the dairy cows in the U.S.

Completing their regulatory development of Zydax for launch in the U.S. and European markets.  They are focusing on completing the regulatory development work for approval of Zydax in the U.S. and Europe.

Expanding their market share of Zydax for dogs in Australia through the roll-out of the next generation iKAM.  They believe they can further penetrate their current markets by leveraging their propriety iKAM technology platform in order to promote Zydax. iKAM enables them to interact with dog owners in a unique way that enhances an ongoing direct relationship and differentiates them from their competitors.

Expanding their innovative OA therapeutic offering in Australia by launching Glyde Chews.  In Australia, they currently market a dual joint care program that combines their Zydax injectable product with a daily dose of Glyde Powder. Glyde Chews are a beef-flavored treat that will be the next installment in their OA innovation strategy.

Continuing development of existing pipeline products.  They plan to progress the remainder of their current pipeline of product candidates through proof-of-concept stage and in to animal studies in 2014 and 2015.

Expanding their existing pipeline.  Their goal is to bring a new product to market each year commencing in 2015 through a combination of business development and potential in-licensing activities. They are currently reviewing the attractiveness and feasibility of several potential new projects. As a result, they expect their pipeline to continue to expand as they pursue congruent opportunities.

Developing market entry plans for China and Europe for their reproductive hormone.  They have invested in market investigations and partnering discussions in China and Europe over the last several years, and they intend to focus on multiple growth opportunities in these regions.

Maintaining market share in their established reproductive hormone markets through the roll-out of the next generation of mySYNCH tools.  They plan to solidify their market position in Australia and New Zealand by leveraging the mySYNCH technology and launching the new PROCEPT breeding protocol.

Expanding their global Sales and Marketing capabilities.  They expect to expand their current sales and marketing capabilities in order to market and distribute their current and pipeline product candidates in all major markets they seek to enter. They will do this through a combination of a direct presence and strategic partnerships. In those markets where they elect to establish a direct presence, they will seek to replicate the successful business model they have used in Australia (companion animal) and New Zealand (production animal).

Identifying and pursuing contract manufacturing opportunities.  They have constructed and commissioned their manufacturing facility in Sydney, classified as acceptable by the FDA in January 2013. They currently have approximately 75% available capacity at this facility, which they believe they can leverage for contract manufacturing opportunities including projects focused on pilot or research and development, or R&D, batches for biotechnology companies for use in clinical trial materials.

 

Company's Unique Strengths

They believe that injection is the appropriate means of providing progesterone priming and that insertion of intravaginal retained devices for seven days is impractical, uneconomic and has inferior animal welfare outcomes.

By enabling improved pregnancy outcomes with substantially less time and labor, less risk for implementation errors and improved cow comfort is expected to have strong appeal to the market.

The low dose of P4 delivered in a GONADOPRO injection and its rapid metabolism indicate a likely safe meat and milk residue profile, making it likely that there will be little to no impact on human food chain safety.

They believe a particular opportunity exists for using PAR081 in procedures requiring up to one hour of anesthesia or deep sedation and they expect that these short procedures such as neutering and minor surgical procedures comprise the great majority of veterinary caseload in regular clinical practice.

They believe there is a specific market for using PAR081 in cats as they are particularly susceptible to hypersensitivity from commonly used excipients such as benzyl alcohol, which is an anti-bacterial agent used in many sterile drugs including the currently available veterinary propofol products.

Supply of the human propofol market has been impacted by highly publicized product outages in recent years due to FDA product recalls and citations of manufacturing facilities for particulate contamination. This has resulted in lengthy product shortages in the hospital system and culminated in the withdrawal of one of the three main suppliers from the market. The formulation they intend to develop for veterinary use may have a simple transition to human use which could dramatically enhance the market opportunity for PAR081.

If approved, PAR081 will compete primarily with incumbent lipid emulsion forms of propofol, with or without preservative, and secondarily with other products in the category. PAR081 will offer veterinarians the desirable anesthetic attributes of propofol but will not possess the shortcomings of currently used lipid-based propofol products.

They are developing PAR101 to treat laminitis, an inflammation of the hoof wall characterized by pain and loss of mobility in horses. Laminitis is a common, debilitating and progressive disease that has resulted in highly publicized fatalities in elite racing horses. It also causes temporary or permanent loss of function in sport, working and pleasure horses with repeat bouts resulting in euthanasia. Currently, there are no effective therapies to prevent or reverse laminitis, but rather there is a focus on symptomatic treatments, diet restrictions and exercise.

The disease description; equine metabolic syndrome, or EMS, has recently emerged characterized by three main features; obesity, insulin resistance and laminitis. Obesity appears to be increasing in the horse populations of developed nations. In 2006, one local U.S. study based on body condition score, or BCS, examination identified an obesity prevalence of 19%, and a prevalence of over-conditioned horses, including obese horses, of 51%. Increasing awareness of EMS and its risk factors and consequences will build market demand for a solution to laminitis caused by EMS.

PAR121 is expected to substantially speed the healing of bone post-fracture and post-orthopedic surgery in dogs, cats and horses.

They believe PAR122 could provide a first-in-class product to address the destructive cycle of pruritic skin disease in dogs.

Company's Unique Risks

They have incurred a loss in their most recent fiscal year and for the nine months ended March 31, 2014. If they do not increase their revenues, they will continue to incur losses and may be reliant upon external capital in order to continue to fund their operations. Failure to obtain this necessary capital when needed on acceptable terms, or at all, could force them to delay, limit, reduce or terminate their product development, other operations or commercialization efforts.

Sales of their existing reproductive hormones and osteoarthritis, or OA, products may decline as a result of increased competition and other market factors. Over 50% of their revenues in fiscal year 2013 and for the nine months ended March 31, 2014 were derived from sales of their reproductive hormones products in markets outside the U.S., including Australia, New Zealand and the Middle East. At least in the near term, they are depending on their reproductive hormone products for revenues and profits. However, their reproductive hormone products have minimal patent protection, and therefore are susceptible to significant pricing and competitive pressures

Zydax, their most advanced product candidate, may take longer to, or may never, receive regulatory approval in the U.S., Europe or in any other significant market.

They previously entered into a Distribution and Supply Agreement with Elanco, a division of Eli Lilly and Company, in relation to their osteoarthritis product Zydax for dogs. Elanco has requested that they allow them to terminate the contract due to non-specified internal reasons. They are currently negotiating with Elanco as to how to terminate this agreement and in particular what the consequence will be in relation to the $2.0 million establishment fee that Elanco paid to them at the time of entering into the agreement and any potential delay damage payments. Failure to negotiate a satisfactory termination of the agreement with Elanco could potentially result in them having to repay the establishment fees received and/or certain damage payments.

While they currently have an agreement with Elanco to market Zydax for the treatment of OA in dogs in all countries outside Australia, it is expected that this agreement will be terminated in the coming months. This will require them to identify alternative partners to distribute and market their products in those markets where they do not have or do not expect to have a direct presence.

They have not yet signed a long-term supply agreement with Lonza for the manufacture and supply of the API contained in Zydax. Their failure to secure a long-term supply agreement may negatively impact their ability to supply Zydax to currently approved markets and to timely launch Zydax into new markets, which may result in a material adverse effect upon their ability to timely grow their business.

Multiple other companies are developing new product offerings to treat OA in dogs.

The OA treatment market in horses is prone to competition from unapproved products that are manufactured and sold by compounding chemists, over whom the FDA has limited jurisdiction. Because of the attractiveness of the large U.S. market, multiple “grey market drugs” have emerged and are supplied either by compounding chemists under state-based licensing laws or as a medical device which are supposed to only be used as a post-surgical lavage. However, there is often limited or no enforcement by the relevant regulators (e.g., the state pharmacy boards) and the FDA currently has limited jurisdiction over this grey market. The result is that these product offerings do not need to demonstrate safety or efficacy and hence do not need to undertake the expensive studies with the high burden of proof that are required by the FDA. Similarly, the manufacturing processes and quality levels do not need to conform to the rigorous standards of the FDA. Despite these risks, many participants in the equine industry will choose a product based on price alone and thus competition for FDA-approved drugs can be difficult.

Some of their products are hormones, and their use may be seen as controversial. Their reproductive hormones are exact replicas of naturally occurring peptides or analogues of naturally occurring prostaglandins and maybe commonly referred to as hormones. There is an increased public sensitivity around the use of growth promoting hormones in production animals and increasingly foods may be labeled as “hormone free.” While their products are not growth promoting, have an extremely short half-life and have been shown to have no residue in meat or milk, the public may nevertheless react to the use of their products and other products in the same class of drugs and apply market pressure to diminish or reduce the use of their products in dairy or beef cows

They have limited patent protection for their products. While they have applied for and intend to continue applying for patents, their patent applications may never be granted or, if granted, may be reduced beyond their current expectations, which could result in no, or reduced intellectual property protections which could expose them to increased competition and materially impact their business, financial condition and results of operations.

Their manufacturing facility is regulated by multiple governmental bodies including the FDA, the APVMA and Health Canada, among others. Some or all of these regulators may suspend or revoke their approval of this facility which could substantially harm their business.

Their directors and certain significant shareholders will exercise significant control over them. After this offering, their directors and significant shareholders, including Alan Bell, Robert Joseph and Brad McCarthy, will collectively control approximately 55.1% of their outstanding ordinary shares. As a result, these shareholders will be able to influence their management and affairs and all matters requiring shareholder approval in ways that may not align with your interest as a shareholder,

Bottom Line

Their revenues were $5.29 million and $9.54 million and their net income (loss) was $67 thousand and ($3.48 million) in 2012 and 2013, respectively. For the nine months ending March 31, 2014, their revenues decreased $0.5 million to $4.30 million due to delayed supply of the API for Zydax resulting in an out-of-stock situation for seven of the nine months reported. In April 2014, they have returned to market with API provided by a new supplier and have had a successful uptake of the inventory they now have on hand

They are a fully integrated pharmaceutical company focused on developing, manufacturing and commercializing innovative animal health solutions. They currently market five products for companion animals and production animals in 14 countries and augment their pharmaceutical products with their proprietary iKAM and mySYNCH® software platforms. Their lead reproductive hormone products, estroPLAN® and GONAbreed®, are designed to safely and effectively improve cattle breeding performance and are currently marketed in 12 countries. They were the first company to achieve FDA approval for the indication of estrous synchronization in lactating dairy and beef cows. Their disease-modifying product, Zydax®, for the treatment of osteoarthritis, or OA, in dogs and horses, stimulates the growth of new cartilage and inhibits cartilage breakdown. Zydax has an excellent efficacy and safety profile, with one million doses sold, and has led to improved quality of life for dogs and improved performance of sport horses. They have marketed Zydax in Australia, New Zealand, Hong Kong, Singapore and the United Arab Emirates and they are seeking approval from the FDA for marketing in the U.S. and from the European Medicines Agency, or the EMA, for marketing in the EU. They believe their products are differentiated through their complementary software platforms designed to assist their customers in maximizing the performance and efficiency they can derive from their products. Their technology offerings enable them to partner with veterinarians and key distributors to increase customer interactions, brand recognition and overall customer satisfaction. Currently, they have seven product candidates for the treatment of up to 12 indications across several therapeutic areas and animal species in their pipeline. They believe some of their product candidates, including Zydax, PAR081, PAR121 and PAR122, may have the potential to be applied to human health.

The companion animal products market is growing due to increasing pet ownership; growing disposable incomes, particularly in emerging markets; increasing medical needs of companion animals as they live longer and the growing emphasis on the development of new medical therapies specifically for pets. The anesthesia market is approximately $60 million in annual revenue, and the European market is estimated to be similar in size. The use of propofol in veterinary anesthesia is less than its potential because the current propofol products have shortcomings.

The production animal health industry is primarily focused on providing vaccines and pharmaceuticals and is growing in response to increasing food demands from a growing global population. Livestock owners are always looking for ways to improve production efficiency through the use of new, innovative, animal health products. Efficiently re-establishing pregnancy across the entire milking herd has long been, and remains, a pivotal economic driver in commercial dairying with nearly all modern dairy herds bred by artificial insemination.  There are approximately 9.2 million dairy cows in the U.S., and 40 million doses of GnRH and PG are sold annually for approximately $80 million. Improving reproductive efficiencies can therefore have a dramatic impact on the economics of a dairy farm and clearly, there is a significant opportunity to improve reproductive performance of dairy cattle in the U.S. Although the active ingredients in both estroPLAN and GONAbreed are generic, there are opportunities to innovate the way the drugs are used in combination.

They are developing PAR121 to bring novel advantages to the management of bone injury in dogs and horses. Approximately $1.5 billion is annually spent on managing knee injuries in dogs, including surgery. Ultimately, any opportunity to enhance the recovery process from fractures or orthopedic surgeries would not only benefit the dog’s quality of life but would greatly reduce the owner’s frustrations of caring for a dog post-surgery. There are estimated to be 9.2 million horses in the U.S., of which approximately 9% are racing horses. Approximately 75% of racehorse injuries involve musculoskeletal damage, of which bone injury is a significant part. BMPs are applied directly to the bone during surgery to promote bone healing. They believe that PAR121 could be a superior product offering to BMPs as it would not require surgical intervention to be applied yet it may achieve similar outcomes in promoting bone healing.

They plan to capture additional market share of reproductive hormones in the U.S., complete their regulatory development of Zydax for launch in the U.S. and European markets. They believe they can further penetrate their current markets by leveraging their propriety iKAM technology platform in order to promote Zydax. They also plan to expand their OA therapeutic offering in Australia by launching Glyde Chews and to continue their development of existing pipeline products. Their goal is to bring a new product to market each year commencing in 2015 through a combination of business development and potential in-licensing activities. They plan on developing market entry plans for China and Europe for their reproductive hormones and to solidify their market position in Australia and New Zealand by leveraging the mySYNCH technology and launching the new PROCEPT breeding protocol. They expect to expand their current sales and marketing capabilities in order to market and distribute their current and pipeline product candidates in all major markets they seek to enter. They also plan to identify and pursue contract manufacturing opportunities for their facility in Sydney.

They believe that injection is the appropriate means of providing progesterone priming and that insertion of intravaginal retained devices for seven days is impractical, uneconomic and has inferior animal welfare outcomes. They believe that GONADOPRO provides improved pregnancy outcomes with substantially less time, labor and risk of error. The low dose of P4 delivered in a GONADOPRO injection and its rapid metabolism indicate a likely safe meat and milk residue profile, making it likely that there will be little to no impact on human food chain safety.

They believe a particular opportunity exists for using PAR081 in procedures requiring up to one hour of anesthesia or deep sedation, which comprise the great majority of veterinary caseload in regular clinical practice. They believe there is a specific market for using PAR081 in cats as they are particularly susceptible to hypersensitivity from commonly used excipients such as benzyl alcohol. They believe the propofol formulation they intend to develop for veterinary use may have a simple transition to human use which could dramatically enhance the market opportunity for PAR081. PAR081 will offer veterinarians the desirable anesthetic attributes of propofol but will not possess the shortcomings of currently used lipid-based propofol products.

They are developing PAR101 to treat laminitis, an inflammation of the hoof wall characterized by pain and loss of mobility in horses. Currently, there are no effective therapies to prevent or reverse laminitis, but rather there is a focus on symptomatic treatments, diet restrictions and exercise. Increasing awareness of EMS and its risk factors and consequences will build market demand for a solution to laminitis caused by EMS. PAR121 is expected to substantially speed the healing of bone post-fracture and post-orthopedic surgery in dogs, cats and horses, and they believe PAR122 could provide a first-in-class product to address the destructive cycle of pruritic skin disease in dogs.

They have incurred a loss in their most recent fiscal year and for the nine months ended March 31, 2014. Sales of their existing reproductive hormones and osteoarthritis, or OA, products may decline as a result of increased competition and other market factors. Their reproductive hormone products have minimal patent protection, and therefore are susceptible to significant pricing and competitive pressures. Zydax, their most advanced product candidate, may take longer to, or may never, receive regulatory approval in the U.S., Europe or in any other significant market.

They are currently negotiating with Elanco as to how to terminate their distribution and supply agreement with them and in particular what the consequence will be in relation to the $2.0 million establishment fee that Elanco paid to them at the time of entering into the agreement. While they currently have an agreement with Elanco to market Zydax for the treatment of OA in dogs in all countries outside Australia, it is expected that this agreement will be terminated in the coming months. They have not yet signed a long-term supply agreement with Lonza for the manufacture and supply of the API contained in Zydax.

Multiple other companies are developing new product offerings to treat OA in dogs. The OA treatment market in horses is prone to competition from unapproved products that are manufactured and sold by compounding chemists, over whom the FDA has limited jurisdiction. Despite the risks, many participants in the equine industry will choose a product based on price alone and thus competition for FDA-approved drugs can be difficult. Some of their products are hormones, and their use may be seen as controversial. The public may nevertheless react to the use of their products and other products in the same class of drugs and apply market pressure to diminish or reduce the use of their products in dairy or beef cows. They have limited patent protection for their products. Their manufacturing facility is regulated by multiple governmental bodies including the FDA, the APVMA and Health Canada, among others. Rating = 2