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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/02/20 DelMar Pharmaceuticals, Inc. S-4/A 7/01/20 76:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 3.41M
Securities Issued in a Business-Combination
Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 31K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 29K
4: EX-10.43 Material Contract HTML 102K
5: EX-23.3 Consent of Experts or Counsel HTML 23K
6: EX-23.4 Consent of Experts or Counsel HTML 22K
7: EX-99.1 Miscellaneous Exhibit HTML 29K
8: EX-99.2 Miscellaneous Exhibit HTML 26K
9: EX-99.3 Miscellaneous Exhibit HTML 23K
10: EX-99.4 Miscellaneous Exhibit HTML 23K
17: R1 Cover HTML 38K
18: R2 Condensed Consolidated Interim Balance Sheets HTML 86K
19: R3 Condensed Consolidated Interim Balance Sheets HTML 45K
(Parenthetical)
20: R4 Condensed Consolidated Interim Statements of HTML 68K
Operations
21: R5 Condensed Consolidated Interim Statements of HTML 143K
Stockholders' Equity
22: R6 Condensed Consolidated Interim Statements of Cash HTML 88K
Flows
23: R7 Nature of Operations, Corporate History, and Going HTML 44K
Concern
24: R8 Significant accounting policies HTML 91K
25: R9 Valent Technologies LLC agreements HTML 29K
26: R10 Derivative liabilities HTML 64K
27: R11 Stockholders' equity HTML 218K
28: R12 Related party transactions HTML 29K
29: R13 Current and deferred income taxes HTML 46K
30: R14 Commitments and contingencies HTML 29K
31: R15 Supplementary statement of cash flows information HTML 35K
32: R16 Financial risk management HTML 39K
33: R17 Subsequent events HTML 46K
34: R18 Financial instruments HTML 34K
35: R19 Significant accounting policies (Policies) HTML 142K
36: R20 Significant accounting policies (Tables) HTML 30K
37: R21 Derivative liabilities (Tables) HTML 60K
38: R22 Stockholders' equity (Tables) HTML 185K
39: R23 Current and deferred income taxes (Tables) HTML 44K
40: R24 Supplementary statement of cash flows information HTML 34K
(Tables)
41: R25 Financial risk management (Tables) HTML 33K
42: R26 Nature of Operations, Corporate History, and Going HTML 42K
Concern (Detail)
43: R27 Significant Accounting Policies (Detail) HTML 69K
44: R28 Significant accounting policies - Schedule of HTML 30K
derivative liabilities under the fair value
hierarchy (Detail)
45: R29 Valent Technologies LLC Agreements - Additional HTML 44K
Information (Detail)
46: R30 Derivative Liabilities - Additional Information HTML 56K
(Detail)
47: R31 Derivative Liabilities - Schedule of derivative HTML 43K
liabilities (Detail)
48: R32 Derivative Liabilities - Schedule of derivative HTML 47K
liabilities 1 (Detail)
49: R33 Stockholders' Equity (Deficiency) (Textual) HTML 133K
(Detail)
50: R34 Stockholders' Equity (Deficiency) (Textual 2) HTML 86K
(Detail)
51: R35 Stockholders' Equity (Deficiency) (Textual 3) HTML 131K
(Detail)
52: R36 Stockholders' equity (deficiency) - Schedule of HTML 55K
outstanding under the legacy plan (Detail)
53: R37 Stockholders' Equity (Deficiency) - Schedule of HTML 49K
valuation assumptions using a Black-Scholes
pricing model (Detail)
54: R38 Stockholders' equity (deficiency) - Summary of HTML 106K
stock options currently outstanding and
exercisable (Detail)
55: R39 Stockholders' Equity (Deficiency) - (Textual 4) HTML 84K
(Detail)
56: R40 Stockholders' equity (deficiency) - Schedule of HTML 34K
stock-based compensation expense (Detail)
57: R41 Stockholders' equity (deficiency) - Summary of HTML 51K
unvested stock options (Detail)
58: R42 Stockholders' Equity (Deficiency) - Schedule of HTML 75K
warrants (Detail)
59: R43 Stockholders' Equity (Deficiency) - Schedule of HTML 46K
warrants (Parenthetical) (Detail)
60: R44 Stockholders' Equity (Deficiency - Summary of HTML 39K
changes in outstanding warrants (Detail)
61: R45 Stockholders' Equity (Deficiency) - Summary of HTML 86K
outstanding warrants (Detail)
62: R46 Related Party Transactions - Additional HTML 32K
Information (Detail)
63: R47 Current and Deferred Income Taxes - Components of HTML 50K
future tax assets and deferred tax liabilities
(Detail)
64: R48 Current and Deferred Income Taxes - Additional HTML 52K
Information (Detail)
65: R49 Current and Deferred Income Taxes - Schedule of HTML 47K
difference between income tax rate and statutory
income tax rate (Detail)
66: R50 Commitments and Contingencies - Additional HTML 33K
Information (Detail)
67: R51 Supplementary Statement of Cash Flows Information HTML 40K
- Schedule of supplementary statement of cash
flows information (Detail)
68: R52 Financial Risk Management - Additional Information HTML 50K
(Detail)
69: R53 Financial Risk Management - Schedule of balances HTML 32K
in foreign currencies (Detail)
70: R54 Financial Risk Management - Schedule of fair value HTML 32K
of off-balance sheet risks (Detail)
71: R55 Subsequent Events - Additional Information HTML 112K
(Detail)
72: R56 Stockholders' Equity - Schedule of Conversion of HTML 36K
Series B Preferred stock to common stock (Detail)
73: R57 Financial Instruments - Additional Information HTML 26K
(Detail)
75: XML IDEA XML File -- Filing Summary XML 132K
74: EXCEL IDEA Workbook of Financial Reports XLSX 113K
11: EX-101.INS XBRL Instance -- dmpi-20200331 XML 2.13M
13: EX-101.CAL XBRL Calculations -- dmpi-20200331_cal XML 145K
14: EX-101.DEF XBRL Definitions -- dmpi-20200331_def XML 762K
15: EX-101.LAB XBRL Labels -- dmpi-20200331_lab XML 1.39M
16: EX-101.PRE XBRL Presentations -- dmpi-20200331_pre XML 1.05M
12: EX-101.SCH XBRL Schema -- dmpi-20200331 XSD 236K
76: ZIP XBRL Zipped Folder -- 0001193125-20-185478-xbrl Zip 205K
| EX-8.1 |
Exhibit 8.1
DelMar Pharmaceuticals, Inc.
12707 High Bluff Dr., Suite 200
San Diego, CA, 92130
Ladies and Gentlemen:
We have acted as counsel for DelMar Pharmaceuticals, Inc., a Nevada corporation (“Parent”), in connection with the proposed merger, as described in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of June 9, 2020, between Parent, Adgero Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving, whereby common shares of the Company (other than any shares held as treasury stock that will be cancelled) will be converted into common stock of Parent (the “Merger”). The Merger is also described in the registration statement on Form S-4, initially filed with the Securities and Exchange Commission on June 16, 2020 (as amended on July 1, 2020 and from time to time thereafter, the “Registration Statement”). All capitalized terms used but not otherwise defined herein shall have the same meaning as in the Merger Agreement or in the Registration Statement.
You have requested our opinion concerning material U.S. federal income tax consequences of the Merger. For purposes of our opinion, we have reviewed (without any independent investigation) the Merger Agreement, the Registration Statement, and such other documents and corporate records, and have considered such matters of law, as we have deemed necessary or appropriate. In addition, we have assumed that: (i) the Merger will be consummated in accordance with the terms of the Merger Agreement without breach or waiver of any material provision thereof and in the manner contemplated by the Registration Statement; (ii) the Registration Statement is accurate and complete in all material respects as of the date hereof and will remain accurate and complete at all times up to and including the Effective Time; and (iii) the representation letters provided by the Company, Parent and Merger Sub and delivered to us for purposes of this opinion are true, correct, and complete and will remain true, correct, and complete at all times up to and including the Effective Time. We have also assumed the authenticity of original documents submitted to us, the conformity to the originals of documents submitted to us as copies, and the due and valid execution and delivery of all such documents where due execution and delivery are a prerequisite to the effectiveness thereof. We have further assumed the accuracy of any representation or statement made “to the knowledge of” or similarly qualified without giving effect to such qualification. If any of the foregoing assumptions are untrue for any reason, our opinion may be adversely affected.
Our opinion is based on (and assumes no substantive change from the date hereof at all times up to and including the Effective Time in) the current provisions of the Internal Revenue Code of 1986, as amended, current regulations thereunder, current published administrative rulings of the Internal Revenue Service, and judicial decisions published to date, all of which are subject to change or differing interpretation. Future legislative, judicial, or administrative actions, decisions, or interpretations, which may be retroactive in effect, could materially affect our opinion.
The discussion and legal conclusions contained under the caption “Certain Material U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement constitute and represent our opinion as to the material U.S. federal income tax consequences of the Merger to the U.S. holders (as defined in the Registration Statement) of common stock of the Company.
We express no opinion on any issue relating to the U.S. federal income tax consequences of the Merger other than those set forth in the Registration Statement and herein. Our opinion does not address any state, local, foreign or other tax consequences that may result from the transactions described in the Registration Statement. An opinion of counsel is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or a court will not take a contrary position or that such contrary position will not be upheld.
We undertake no responsibility to advise you of any subsequent change in the matters stated or assumed herein or any subsequent change in any applicable law or authority or interpretation thereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission thereunder.
This opinion is being furnished to you solely for the benefit of you and your shareholders in connection with the Merger and may not be relied upon by any other person in any manner or for any purpose.
| Very truly yours, |
| /s/ Lowenstein Sandler LLP |
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 7/2/20 | 3, 424B3, EFFECT | ||
| Filed on: | 7/1/20 | |||
| 6/16/20 | S-4 | |||
| 6/9/20 | 8-K | |||
| List all Filings | ||||
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