Iroko Pharmaceuticals (IRKO)

With corporate office in Philadelphia, PA, Iroko Pharmaceuticals ($IRKO) scheduled a $100 million IPO with a market capitalization of $496 million at a price point mid-range of $15.50, for Wednesday, July 31, 2013.  The actual company is incorporated in the British Virgin Islands.

SIx other IPOs are scheduled for the week of July 29. The full IPO calendar can be found at IPOpremium.

F-1A filed July 18, 2013

Manager, Joint Managers:  Jefferies; William Blair; Canaccord Genuity
Co-Manager:  Oppenheimer

Summary

IRKO is a biopharmaceutical company with an accumulated deficit of $131 million, declining sales, very large losses, with a ‘going concern’ statement in the SEC filing.

Going concern statement

“Our recurring losses and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern.”

Valuation

Conclusion

The IRKO IPO is a train wreck, avoid.

Business

IRKO currently markets two approved products, Indocin® (indomethacin) and Aldomet® (methyldopa). IRKO sells these products in the U.S. and seven European countries: Austria, Belgium, France, Italy, Portugal, Spain and Switzerland. In addition, IRKO receives royalties from rest of world sales generated by the licensee, Aspen Pharmacare Holdings Limited and its subsidiaries.

IRKO’s pipeline includes six submicron NSAID product candidates, four in late-stage development and two that are preclinical. Late-stage product candidates are Zorvolex™, Tiforbex™, submicron meloxicam and submicron naproxen. Late-stage product candidates include both acute and osteoarthritis pain indications in adult patients. Two product candidates in preclinical development are submicron celecoxib and submicron ibuprofen.

Weak intellectual property

“all of our rights to patents and patent applications are exclusively licensed from iCeutica and we currently do not own or license any issued U.S. patents with respect to any of our proposed products.”

Financing history

IRKO has financed operations primarily through private placements of Iroko Intermediate’s common stock and preferred stock as well as a revolving credit facility.

From our inception through March 31, 2013, IRKO received net proceeds of $107.9 million, $49.5 million and $15.0 million from the sale of Iroko Intermediate’s common and preferred stock, the revolving line of credit and notes payable, respectively.

Incorporation history, why the ‘intrigue’

In September 2012, IRKO was incorporated under the laws of the British Virgin Islands. In December 2012, IRKO became a wholly owned subsidiary of Cordial Investments Inc. also incorporated under the laws of the British Virgin Islands. Vollin Holdings Limited, or Vollin, and affiliates of Phoenix IP Ventures-III, LLC, or Phoenix IP Ventures, own 100% of the outstanding voting shares of Cordial.

Prior to our incorporation, Vollin and Phoenix IP Ventures formed Iroko Intermediate Holdings, Inc.  a Delaware corporation, and a subsidiary of Iroko Holdings S.A., a Luxembourg societe anonyme. At such time, Vollin and Phoenix IP Ventures owned 100% of the outstanding voting interests of Iroko Holdings S.A. In August 2010, Iroko Intermediate acquired Iroko Holdings LLC, a Delaware limited liability company the parent of Iroko Pharmaceuticals, LLC, a Delaware limited liability company, and the primary operating company. In December 2012, all of the shares of stock of Iroko Intermediate held by Iroko Holdings S.A. were transferred to IRKO.

Pre-IPO shareholder

Cordial Investments Inc. , 99.4%

Use of proceeds

IRKO expects to net $90 million from its IPO.
Proceeds are allocated for for working capital, and other general corporate purposes.