Medlab Clinical chief executive Dr Sean Hall is set to take personal ownership of the company's drug-delivery intellectual property after efforts to sell the business to outside parties failed to produce a result.
Hall will acquire 100% of the share capital of two subsidiaries – Medlab IP and Medlab Clinical US – which together hold all of the company's IP.
The acquisition will allow him to deploy the IP, including that of the flagship NanoCelle platform, across countries where Medlab holds patent protection.
In a separate arrangement, medtech start-up T2 Pharmaceuticals has been granted an exclusive licence to use NanoCelle technology in regions outside Medlab's patent coverage.
The deal with Hall requires shareholder approval at a general meeting, while the T2 licensing agreement does not need the same sign-off.
These announcements come nearly nine months after Medlab Clinical was suspended from the ASX amid financial difficulties that followed its unsuccessful attempt to list on the NASDAQ.
Since March, directors have been working alongside external consultants Hall Chadwick to either restructure the company or find a buyer.
However, despite canvassing more than 100 potential partners and entering negotiations with several groups that showed interest in Medlab's technology, volatile market conditions, high capital requirements and general risk "prevented formal bids being presented", the company said in an update to shareholders.
Under the proposed four-year arrangement with Hall, who holds a 17% stake in Medlab according to the company's 2022 annual report, the CEO would pay a 20% royalty fee on revenue from products that use NanoCelle, and 20% from any licences he grants to others.
The board has encouraged shareholders to vote in favour of the proposal.
T2, meanwhile, will pay 16.5% of any revenue it generates over a 36-month period beginning from its first sale or licensing agreement. The company, owned by Nishnil Singh and Dharmit Kaushik Goradie, will be permitted to use the technology in countries including Mexico, India, China, Japan, Indonesia and Malaysia.
In another move flagged to shareholders, Medlab plans to carry out a capital raise to fund working capital and to "explore new opportunities [and to] identify new assets".
The specifics of the raise "have to be determined", the company said.
Board changes are also expected, with new directors to be brought on who can "assist with identifying opportunities of value for shareholders and drive the company's direction forward".
Hall has been contacted for comment.
