Avivagen Makes Voluntary Assignment into Bankruptcy Under the BIA
- Avivagen Inc. made a voluntary assignment in bankruptcy under the BIA.
- BDO Canada will act as Licensed Insolvency Trustee to administer the estate.
- Efforts to explore strategic alternatives and engage with potential partners were unsuccessful.
- The company faced challenges in raising additional capital in the current market conditions.
- Regulatory requirements, including filing audited financial statements, were not met.
- Trading of Avivagen's common shares on the TSXV has been halted.
- The decision to file for bankruptcy was described as the only option available.
- Potential delisting of Avivagen's common shares on the TSXV is expected.
- CEO Kym Anthony expressed regret over the impact of the bankruptcy on stakeholders.
- Trading of Avivagen's common shares on the TSXV is expected to be permanently halted.
- The LOI with an international conglomerate specialized in the animal health industry did not lead to a transaction.
- Avivagen was unable to identify a suitable solution in the near term.
- The company missed regulatory requirements to file necessary financial documents.
- The decision to file for bankruptcy was described as the hardest in the company's journey.
Ottawa, Ontario--(Newsfile Corp. - April 24, 2024) - Avivagen Inc. (TSXV: VIV) ("Avivagen" or the "Company"), a life sciences corporation focused on developing and commercializing products for livestock, companion animal and human applications that safely enhance feed intake and support immune function, thereby supporting general health and performance, announced today that is has made a voluntary assignment in bankruptcy for the benefit of its creditors pursuant to section 49 of the Bankruptcy and Insolvency Act (Canada) ("BIA"). BDO Canada Limited has consented to act as Licensed Insolvency Trustee and will administer the estate and realize on the Company's assets in accordance with the BIA.
A notice of the bankruptcy and particulars of the first meeting of creditors will be sent to creditors by mail in the coming days.
Avivagen announced on May 18, 2023 that it had formed a Special Committee of the Board of Directors to explore strategic alternatives to maximize value for all stakeholders of the Company. The Special Committee explored many alternatives and engaged with many of the world's leading animal health and animal feed and nutrition companies, including Fortune 500 companies. Avivagen connected with existing suppliers, distributors, and new parties, leading to a number of reviews of the opportunity under confidentiality and with access to the Company's core information. One international conglomerate, specialized in the animal health industry, put forward a non-binding letter of intent ("LOI") that was signed and that would have seen a significant value ascribed to the animal health business of Avivagen. Following the completion of an agreed to exclusivity period and with significant diligence conducted, the other party notified Avivagen of a change at their company and that they could no longer complete the transaction. The LOI is no longer valid and other parties were contacted to engage in a strategic transaction, with conversations not producing an offer for the Company or its assets.
After a careful review of available options under the process to find strategic alternatives, and following thorough consultation with its legal and financial advisors, the Special Committee and the entire Board of Directors determined that the only option was to file a bankruptcy under the BIA. Despite the growing industry enthusiasm for antibiotic-free, sustainable food production and Avivagen's encouraging field and commercial results, including with customers in multiple countries, there are no viable opportunities to raise additional capital in the current market conditions and Avivagen was unable to identify a suitable solution available in the near term.
As a result of the contemplated transaction under LOI not being able to complete and insufficient resources, Avivagen has missed its regulatory requirements to file the following documents:
- audited annual financial statements for the year ended October 31, 2023;
- management's discussion and analysis relating to the audited annual financial statements for the year ended October 31, 2023; and
- certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
Trading in the common shares of the Company on the TSXV has been halted and it is anticipated that the trading thereof will continue to be halted permanently pending de-listing.
"The decision to initiate a bankruptcy of the Company has been the hardest decision in the entire journey of working for Avivagen – a journey of science and evidence to bring better health to animals and people alike," stated Kym Anthony, CEO of Avivagen Inc. "I regret the impact the restructuring and bankruptcy of our business will have on our valued stakeholders. This has been an incredibly difficult decision, but is the only one available to us now."
About OxC-beta™ Technology and OxC-beta™ Livestock
Avivagen's OxC-beta™ technology is derived from Avivagen discoveries about β-carotene and other carotenoids, compounds that give certain fruits and vegetables their bright colours. Through support of immune function the technology provides a non-antibiotic means of promoting health and growth. OxC- beta™ Livestock is a proprietary product shown to be an effective and economic alternative to the antibiotics commonly added to livestock feeds. The product is currently available for sale in the United States, Mexico, Philippines, Taiwan, New Zealand, Thailand, Australia and Malaysia.
Avivagen's OxC-beta™ Livestock product is safe, effective and could fulfill the global mandate to remove all in-feed antibiotics as growth promoters. Numerous international livestock trials with poultry and swine using OxC-beta™ Livestock have proven that the product performs as well as, and, sometimes, in some aspects, better than in-feed antibiotics.
Forward-Looking Statements
This news release includes certain forward-looking statements that are based upon the current expectations of management. Forward-looking statements involve risks and uncertainties associated with the business of Avivagen Inc. and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "aim", "anticipate", "appear", "believe", "consider", "could", "estimate", "expect", "if", "intend", "goal", "hope", "likely", "may", "plan", "possibly", "potentially", "pursue", "seem", "should", "whether", "will", "would" and similar expressions.
Statements set out in this news release relating to modifications to and execution of the Company's business plan, the review and availability of potential strategic opportunities for the Company, the abilities and anticipated success of the Strategic Committee, planned future communication , expectation as to further adoption of or orders for the Company's products, the possibility that trials underway could lead to additional orders in the future and the possibility for OxC-beta™ Livestock to replace antibiotics in livestock feeds as growth promoters are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. For instance, risks and uncertainties regarding strategic alternatives including the terms of their availability whether they will be available at all, and the effects of their implementation, the Strategic Committee may not have the results anticipated, unforeseen factors could limit the growth of the Company and the adoption of its products, customers are under no obligation to make additional orders and may not order increasing quantities of the Company's products, partnerships may not be as successful as hoped, trials may not be successful or may not lead to additional adoption of the Company's products, Avivagen's products may not gain market acceptance or regulatory approval in new jurisdictions or for new applications and may not be widely accepted as a replacement for antibiotics as growth promoters in livestock feeds, all of which could occur due to many factors, many of which are outside of Avivagen's control. Readers are referred to the risk factors associated with the business of Avivagen set out in Avivagen's most recent management's discussion and analysis of financial condition available at www.SEDARplus.ca. Except as required by law, Avivagen assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the T SX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information related to the bankruptcy proceedings, please contact BDO Canada Limited Licensed Insolvency Trustee:
BDO Canada Limited
Trustee re: Avivagen Inc.
20 Wellington St. E., Suite 500
Toronto, ON M5E 1C5
Tel: 416-865-0210
Fax: 416-865-0904
Email: Avivagen@bdo.ca
Website: https://www.bdo.ca/services/financial-advisory-services/business-restructuring-turnaround-services/current-engagements/avivagen
Website: www.avivagen.com
Copyright © 2024 Avivagen Inc. OxC-beta™ is a trademark of Avivagen Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/206596
FAQ
Why did Avivagen Inc. make a voluntary assignment in bankruptcy?
Who will administer the estate of Avivagen Inc. after the bankruptcy?
Why did Avivagen Inc. explore strategic alternatives?
What led to the decision to file for bankruptcy?
What will happen to trading of Avivagen's common shares on the TSXV?
