Steep Hill Inc. (CSE: STPH) announced the termination of its acquisition agreement with Lir Life Sciences Inc., ending a deal that would have brought a promising obesity-focused biotech company into its portfolio. The termination affects the original share purchase agreement dated February 12, 2025, along with two subsequent amendments from March 28 and May 22, 2025.
Deal Structure and Valuation
The terminated acquisition would have represented a reverse takeover of Steep Hill, with the company set to acquire 100% of Lir's outstanding shares for an aggregate of 136,054,422 common shares at a deemed price of $0.147 per share. The transaction required Lir to complete a concurrent equity financing of at least $1,000,000 and included a planned 3-for-1 share consolidation following completion.
Under the original terms, 42.1% of the consideration shares would have been subject to a pooling agreement, with releases occurring in 20 equal tranches over 20 months, beginning four months after completion. The deal also included provisions for management changes, with all current Steep Hill directors except Sameet Kanade set to resign and be replaced by Lir nominees.
Lir's Therapeutic Focus
Lir Life Sciences is a private biopharmaceutical company developing next-generation therapies for obesity and metabolic disorders. The company's primary focus centers on advancing transdermal formulations of GLP-1 combination therapies, specifically targeting key limitations of existing obesity treatments including cost, accessibility, and patient adherence.
The company has access to a proprietary drug delivery system designed to enable needle-free administration of complex large-molecule biologics. This technology platform could potentially provide alternatives to injectable treatments across multiple therapeutic areas and diseases, with Lir targeting high-growth international markets.
Scientific and Development Strategy
Led by experienced scientists, clinical researchers, and industry experts, Lir has been advancing its research and development efforts with a focus on regulatory pathways that could enable expedited market entry. The company's approach addresses the growing demand for effective, scalable obesity treatments in the evolving landscape of metabolic disorder therapies.
The transdermal delivery approach represents a significant departure from current GLP-1 therapies, which typically require injection. This needle-free administration method could potentially improve patient compliance and expand treatment accessibility.
Corporate Implications
Following the termination, Steep Hill stated it will continue to evaluate various corporate strategies and opportunities. The company had originally viewed the Lir acquisition as a strategic entry into the biopharmaceutical sector, particularly given the growing obesity treatment market.
The deal's collapse leaves both companies to pursue independent paths, with Lir continuing its development programs while Steep Hill explores alternative strategic directions. The termination affects all related agreements and amendments that had been negotiated over the five-month period since the original announcement.
