Willow Biosciences to sell operating subsidiary for $3.38M

Willow Biosciences Inc. (TSX: WLLW) (OTCQB: CANSF) has reached an agreement to sell its wholly-owned operating subsidiary Epimeron USA, Inc. to an unnamed private UK-based company for US$3.38 million in cash, the company announced Friday.

The Alberta-based biotechnology firm said in a statement that the transaction includes the company’s biotechnology business, intellectual property and R&D team. The deal represents the “culmination of the Company’s previously announced strategic review,” according to the release.

The review was first announced in January, when the company told investors it was exploring potential alternatives after unsuccessful attempts to secure financing favorable to shareholders, according to earlier reporting from Green Market Report. At that time, the company said it was considering selling all or some of its business and assets, a complete sale of the company, or other significant transactions.

The move follows Willow’s cancellation of a planned C$2 million private placement in January, which the company had intended to use for working capital requirements and to accelerate development of high-priority pipeline programs, GMR noted.

Willow’s board has unanimously approved the transaction and recommends shareholders vote in favor of the deal, which requires approval from at least 66.67% of voting shares. Major shareholders, directors and officers, who control approximately 22.17% of outstanding shares, have already committed to supporting the transaction.

“The company intends to apply a portion of the net proceeds to debt reduction, and will retain the remainder of the proceeds pending a review of its futures cash requirements and potential opportunities, with a view to maximizing shareholder value,” Willow noted in its announcement.

The company had been facing financial challenges, reporting a net loss of $1.7 million in its second quarter despite a nearly 600% increase in revenue to $1 million compared to the same period the previous year, according to GMR.

Willow exited the cannabinoid business in 2023 after losing a patent infringement case with Aurora, though the company stated in recent regulatory filings that it “continues to execute its existing patents for cannabinoids as well as file new patents for other programs.”

The deal is expected to close around April 30, 2025.