“Changing the face of equine reproduction”: Emergence client combines tech and love of horses to launch innovative new product

This article was first published in University of New Brunswick UNB Alumni News Spring 2017. This is an edited version.

LisaPfister

Lisa Pfister of Emergence client, PFERA

Emergence client, Lisa Pfister, who is graduating with a master’s degree in Technology Management & Entrepreneurship at the University of New Brunswick, entered the program with a bunch of product ideas to make horse breeding easier, cheaper and healthier for the horses.

Her classes during the first semester and working with industry mentors as part of the program made her understand the importance of good data and how to build it.

This led her to create her startup, PFERA (a play on ‘horse’ in German), and her first product – a biotech chemistry plus IT solution that allows breeders to more accurately predict birthing in mares.

Her patent-pending product includes technology that interprets milk analysis of mares and reduces the variability of results from 61% down to 3-7%. This kind of accuracy means that breeders will no longer need to monitor their mares for up to 6 weeks around estimated birthing time; PFERA’s technology will predict birthing time to within 6-12 hours. The tech connects to a server to collect data and is sent to breeders through an app on their phone.

But Pfister isn’t stopping with just one product. She’s already moving onto more innovative applications for the equine industry, including technology to improve breeding management records and create graphical information for breeders and veterinarians. This kind of tech doesn’t currently exist but will be extremely helpful in monitoring the health of mares.

Pfister has been riding since she was twelve, and now has turned her attention to breeding. She credits her engineering training for her desire to simplify tools and processes and design the best products and solutions possible. The Master of Technology Management & Entrepreneurship program opened her eyes to the business side of tech startups, in particular how to build the test data she needs to get her product commercializable, and how to attract the venture capital she needs to grow on a large scale.

During the third semester of the one-year program, she’ll be working in the field on a test pilot with a breeder, a veterinarian, and eleven mares. She expects to have her finished product (which she plans to refine down to the size of a smartphone) on the market by early 2018, with interest already from potential clients in European countries. She’s targeting not only North America and Europe but also southern hemisphere markets like Argentina and Australia.

She’ll have some resources to help. PFERA won the provincial grand prize in NBIF’s Breakthru Competition in March, and walked away with over $300,000.

“The momentum of the program is spurring me to run with my product and a bunch of other ideas I have in the back of my mind. Students in the program are always helping each other out and the mentors we have access to have pushed me to take risks while at the same time slow down and develop my product in the right way. I’m blown away by the traction PFERA’s received in less than a year.”

Read more of Lisa’s personal story in the Alumni News Spring 2017 edition.

Posted in Clients, News

Emergence hosts Seminar on “Shareholders’ Agreements” with Legal Partner, McInnes Cooper

All shareholders – whether in a start-up, a small venture, or a large business – can benefit from a shareholders’ agreement.

new-mcinnes-cooper-logo-300-dpi-mediumFor example, a shareholders’ agreement will need to be drafted, negotiated and finalized – in many cases – before an investor will even cut a cheque!

A shareholders’ agreement is designed to address potentially contentious issues – before problems arise!

To address these issues, Emergence, together with our Legal Partner, McInnes Cooper, recently held a workshop for early-stage ventures to help them better understand the key practical considerations and terms of founders shareholders’ agreements, as well as the key complementary agreements to consider.

A shareholders’ agreement – as participants learnt – defines the relationship, rights and obligations between the shareholders and the company. It documents their agreement on matters related to the company’s management and operation, financing, organization and the transfer of shares.

Some of the key considerations for shareholders’ agreements that were discussed include:

Timing. Deciding when to spend the money to put a shareholders’ agreement in place isn’t easy. Paying for one too early could be a waste of money if the business plan isn’t fleshed out or the co-founders aren’t yet decided. However, investors will likely want to see one in place before they consider financing the company. And expect investors, especially active ones, to want to discuss modifying the agreement to give them board participation and other things.

Minority Shareholder Rights. The legal framework is designed to protect minority shareholders. So just because a shareholder owns more than 50% of its company doesn’t mean it can make decisions that disregard the interests of minority shareholders.

Independent Legal Advice. Shareholders’ agreements have long-term ramifications. Each co-founder must understand the terms of the agreement and obtain independent legal advice to make sure they do.

In addition, participants learnt more about some of the key terms of a founders’ shareholder agreement. These include:

  • Appointment of Board of Directors.
  • Restriction on Director Powers. These agreements will generally remove director powers and place in the control of shareholders.
  • Distribution of Profits. If shareholders have certain expectations about dividends or other payouts, the agreement should set them out.
  • Meeting Procedures. Deal with the procedure at shareholder meetings, in particular for meeting quorums.
  • Special Approvals. It’s also helpful to require a higher level of shareholder approval (higher than a majority, such as three-quarters, two-thirds, or unanimous) for certain fundamental changes such as: the sale of assets outside the ordinary course of business, change of business, borrowing in excess of certain amounts, major capital expenditures, amalgamations, winding-up and revising the company’s articles.

Also discussed were:

Pre-Emptive Rights. This right allows each existing shareholder to avoid dilution of her ownership stake in the company.

Rights of First Refusal. Rights of first refusal provisions (ROFRs) protect shareholders – but tend to deter third party purchasers, because the process is complicated. There are two variations of an ROFR.

  • “Hard” ROFR. This is a right of first option: it requires a shareholder(s) to receive a bona fide offer from a third party before offering the shares to other shareholders on the same price and terms.
  • “Soft” ROFR. This is really a right of first offer: it permits a shareholder to sell her shares to a third party after offering them to the other shareholders.

A right of first refusal may include special rights for majority and/or minority shareholders when a third party wants to enter the mix.

  • Tag-Along Rights. This allows other shareholders to “tag-along” with the shareholder that’s selling to the third party.
  • Drag-Along Right. If a third party offers to buy the controlling shareholder’s shares (however the agreement defines the controlling shareholder), the drag-along right allows the controlling shareholder to force all other shareholders to either: sell their shares; or approve the resulting change of corporate control.

Put/Call Provisions. The agreement usually sets out circumstances that “trigger” put or call options: circumstances in which shareholders may acquire each other’s shares, usually at fair market value or possibly at a discount in certain circumstances.

Shotguns. A shotgun clause is intended to break a deadlock between shareholders. There are both single shareholder shotguns and multiple shareholder shotguns!

Share Valuation. It’s important the agreement addresses share valuation. There are two main approaches to valuation.

  • Business Valuation. The company is valued by an independent business valuator according to the terms of valuation set out in the agreement.
  • Fixed Formula. This could be specified as a multiple of corporate earnings, the book value of the company’s assets, or another established method of pre-revenue business valuation.

Other Provisions. Shareholder agreements typically also include additional provisions that address other key aspects of the business.

  • Provision for the company’s accounting, including preparation of the company’s financial statements & budgets.
  • Indemnity and insurance issues.
  • Shareholder duties and compensation.
  • Signing authority for banking and contracts.
  • Alternative Dispute Resolution mechanisms for shareholder disputes (e.g. requiring negotiation and/or mediation before litigation).
  • “Boilerplate” provisions such as entire agreement and severability clauses.
  • Acknowledgement the shareholder has had the opportunity to seek and obtain independent legal advice (ILA).

KEY COMPLEMENTARY AGREEMENTS

Here are additional agreements between the company and its shareholders beneficial to both a start-up company and its shareholders.

Reverse Vesting Agreements. This agreement between co-founders is, in effect, a “company repurchase option” under which the company agrees to buy back a co-founder’s shares for a nominal amount. There are particular considerations in the case of Founder Reverse Vesting Agreements:

  • Cliff. Decide whether a cliff is needed for founders, and if so, get it right. If a co-founder doesn’t reach the cliff, the company can re-purchase all that co-founder’s shares for a nominal amount leaving that co-founder with no equity. If the co-founders have been working with the company for a significant time before putting a vesting agreement in place, they might not need a cliff at all.
  • Vesting Period. Getting the vesting period right: from what date does it run, and for how long. Companies will typically use a two to four year vesting period. Be particularly careful with terminations: if any co-founder is terminated during the vesting period without cause, these typically agreements provide that the shares immediately vest in full.

Proprietary Information and Inventions Agreement. This agreement protects the company’s proprietary information by ensuring the company retains ownership of sensitive information and intellectual property (including inventions) by setting out the shareholder’s confidentiality and non-disclosure obligations along with the company’s recourse in the event of a breach.

Employment Agreement. It’s wise practice for the company to enter into a written employment contract with each employee – including the co-founders and any other shareholders who are employees.

Employee Stock Option Plan (ESOP). If there is such a plan, it’s critical to document it and enter into an agreement setting out its terms and conditions.

About McInnes Cooper
McInnes Cooper is among the top 20 largest business law firms in Canada and offers an elite team of highly qualified lawyers for this mandate. Each year, McInnes Cooper lawyers receive recognition for their leadership and contributions to the legal professional. Eighty-nine (89) McInnes Cooper lawyers are celebrated as leading lawyers in the 2017 Canadian Lexpert Legal Directory. The Firm’s lawyers are also featured prominently in Best Lawyers in Canada and other leading publications. We are proud to count McInnes Cooper among our Partners at the Emergence Incubator.

Posted in Clients, News, Partner, Services

Emergence client, Noblegen Inc., targeting $50 million in Series B financing round

Emergence client, Peterborough, ON-based Noblegen Inc. has announced the opening of a “series B” round of financing. This follows a successful “series A” round, which saw the venture raise $9.5 million in private investment. Follow Noblegen on LinkedIn!

NlogoFounded in 2013, Noblegen is a groundbreaking bioproducts startup that manufactures algae-based proteins and oils for human nutrition. The firm believes that it is able to address some of the most pressing industrial challenges using biologically inspired solutions.

The initial funds, raised in 2016, were used to build the company’s first commercial scale production facility to meet the growing demand for sustainable and affordable food.

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Adam Noble, Chief Executive Officer and Co-Founder & Dr. Andressa Lacerda, Chief Commercial Officer, Executive Vice President and Co-Founder

They also allowed the firm to expand the size of their team from 4 to over 40, including two new executive positions designed to support an aggressive growth strategy.

Noblegen anticipates raising up to $50 million during this second round of financing which will close within the next six months.

Adam Noble, Chief Executive Officer of Noblegen told us that “since our Series A round closed, we have de-risked our technology and created products that are ready for market. Our successful scale-up and market validation have greatly increased shareholder value.”

The new investment will be used to support the commercialization of Noblegen’s products, continue research and development, and to grow its production and refining capacity.

Noblegen will also grow its sales team in order to effectively capture market share and become a leading industry ingredient supplier. Continued expansion of Noblegen’s research and development will support cutting-edge innovation in the food and beverage industry.

Andressa Lacerda, Noblegen’s Chief Commercial Officer and Executive Vice President, said: “We all know the world is in dire need for alternative approaches to human nutrition, and this need is being validated through consumer push-back against the major food and beverage companies. These large companies want to incorporate sustainable ingredients into their products, but they struggle to find options that meet their high-volume needs without sacrificing affordability. That is where Noblegen comes in, providing alternative, high-quality and price competitive solutions.”

Noblegen’s innovative, sustainable and cost-efficient algae-based proteins and oils has the company poised to become a global leader in the biotechnology field. As a branded ingredients supplier solving industrial challenges, Noblegen has captured the interest of a variety of large food and beverage companies.

Quick Facts:

  • The company, formerly known as Noble Tech Inc., was founded in 2013 by Adam Noble and Dr. Andressa Lacerda.
  • Noblegen is a groundbreaking biomaterial startup that is addressing industrial challenges using biologically inspired solutions. Noblegen uses a proprietary technique to manufacture algae-based products for human consumption.
  • Along with winning several national and international awards, Mr. Noble was the youngest recipient of one of Canada’s 2014 Clean50 Awards, and was also named one of Canada’s Top 20 under 20. To date, Mr. Noble is the highest awarded youth scientist in Canadian history.
Posted in Uncategorized

Emergence a Sponsor at BioInnovation Challenge 2017: we partner to find the top new life sciences company in Atlantic Canada

Together with our friends from BioNova and BIONB– Nova Scotia and New Brunswick’s life sciences industry associationsEmergence has joined the search for the best early stage bio company anywhere in Atlantic Canada. And it could be your venture…

Emergence clients are encouraged to enter the BioInnovation Challenge!

BIC LogoThe BioInnovation Challenge (BIC) is for early stage life sciences companies, as well as for researchers who have a clear intention to commercialize.

BIC is more than just a pitch competition: it is a support program designed to assist life science companies and researchers become established, viable entities.

Since 2011, the BioInnovation Challenge has supported 38 companies from Nova Scotia, New Brunswick and Prince Edward Island – each receiving significant training to position their business for investment attraction.

As of 2016, BIC had provided approximately $250,000 in funding & in-kind services to support the growth of life sciences companies across the region.

This year’s competition offers more than $50,000 in seed funding and in-kind services to the winners.

Proposal evaluation and semi-finalist selection is based on:

  • InnovationWhy is there a need for your product or idea?
  • BenefitWhat is the benefit and impact your idea will have?
  • Commercialization CapabilityHow do you anticipate implementing your idea?

HOW IT WORKS 

  • From the applications received, eight semi-finalists will be chosen to participate in a training program in Halifax (August 29 & 30)
  • Participation in the training program is mandatory.
  • Semi-finalists will receive one-on-one coaching & pitch their idea to a panel of judges (October 17)
  • Top three finalists will pitch their idea to a conference audience and panel of judges at BioPort Atlantic (October 18)

WHO IS ELIGIBLE?

Early stage life sciences companies or researchers who have a clear intention to commercialize from Nova Scotia, New Brunswick or Prince Edward Island .

WHY APPLY?

In addition to the grand prize and training, the BioInnovation Challenge puts finalists in front of investors, the media and influential people in the industry. Take advantage of the spotlight and kick start your success.

HOW TO APPLY

Complete the application form and submit it by August 4, 2017 or contact Kerri Mannette at 902-421-5705 ext. 4 or kmannette@bionova.ca

THE GRAND PRIZE!

$15,000 in funding to develop your business and an Advisory Services Package – valued at more than $30,000, which includes the following: Mentoring and Coaching Advice, Communications and Branding Assistance, Legal Consultation, Financial Planning Advice, Risk and Insurance Assessment, Sales and Management Training.

Learn more about the competition – click here for full information!

“Thank you so much for all of your support over the past few months. You nailed it when you described the BioInnovation Challenge as so much more than a competition. It pushed us to think — quickly yet deeply –through our story, our pitches, our key messages, product and company names and logos, our preliminary website, our exports and exit, ou rpurpose and long-term plan, and things we hadn’t even considered. It also pushed us to meet some development milestones more quickly than we would have without the competition.  Between the sponsor presentations early on and Linda’s coaching, the questions and feedback from judges and conference participants over the past two days, and inspiring presenters who’ve been in our shoes, we’re taking away invaluable ideas and insights that will help us think outside the box about the impact we can have and how to get there.  Kudos to carrying out an awesome challenge and conference. We can’t thank you enough for this experience.” – Testimonial from BioInnovation Challenge Winner 2016, MacKenzie Healthcare Technologies

 

Posted in Clients, Conferences, News, Partner, Services

Emergence sponsors digital marketing workshop: “Communicating Your Brand in a ‘Digital World'”

While entrepreneurs are consumed with the challenges of developing and delivering new products and services, the world of marketing and communication is experiencing the greatest disruption since the invention of the printing press.

It’s euphemistically called the “digital world” – but in reality is a confusing, complicated, multi-channel, data-encumbered, propensity-oriented world.

It was not that reason that Emergence sponsored the recent workshop – “Communicating Your Brand in a ‘Digital World’“.

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Ken Rotondo

The Pre-Conference workshop of the recent VetHealth Global Conference, held in Charlottetown  PEI, Communicating your brand in a “digital world” was presented by Claire Lamont, CEO of  Smak Marketing and Ken Rotondo, DVM, MBA, President of Mind Genomics Advisors.

Clearly, the development of digital marketing has changed the way brands and businesses use technology for marketing.

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Claire Lamont

As digital platforms are increasingly incorporated into marketing plans and everyday life, and as people use digital devices instead of visiting physical shops, digital marketing campaigns are becoming more critical to a company’s success in the market.

Because marketing has always been about connecting with customers in the right place, at the right time, that means that today you need to meet them – engage them – where they are already spending time: in the online world!

That means, simply, that the commercial success of a venture requires that it understands how to leverage digital channels – such as social media, email, mobile, video, webinars, websites, and content marketing – to connect with current and prospective customers alike.

To help companies – new and existing – better understand these issues, their customers, and how they use digital channels, Emergence partnered with the VetHealth Global Conference to present this interactive one-day workshop. A great learning day was enjoyed by all!

Posted in Clients, Conferences, News, Partner, Services

Emergence client, MicroSintesis, signs exclusive distribution agreement for pet gut health product, YGiA-14

New class of probiotics, with a unique mode of action, now available across Canada 

Emergence client, Oakville, Ontario- and Charlottetown, PEI-based MicroSintesis, recently signed an exclusive distribution agreement with Canadian veterinary distributor, Veterinary Healthcare Solutions (VHS), to distribute their first product, YGiA-14.

MicroThis agreement will give Canadian veterinarians access to the company’s breakthrough gut health technology, which contains a new class of molecules called Proteobiotics.

Proteobiotics are naturally produced by probiotics and have a new, anti-virulent mode of action to maintain health and prevent disease causing organisms from establishing.

MicroSintesis is a new animal health company that has, for the past five years, been researching this novel probiotic technology which has the potential to significantly impact the way animals are treated for gut health and intestinal distress.

The MicroSintesis technology platform builds on the discovery that probiotics produce bioactive substances that are responsible for a significant portion of a probiotic’s activity.

ygia-bottlesTermed “Proteobiotics”, these substances directly interfere with a pathogen’s genome and down-regulate genes involved in infection, promoting a healthy digestive tract as a result. Proteobiotics, therefore, supports a more selective use of antibiotics, which may reduce the incidence of antibiotic resistance development, long-term. YGiA-14 is the first product of its kind to contain both a highly effective probiotic and this new Proteobiotic technology.

YGiA helps rebalance healthy gut flora in older dogs, and dogs undergoing stress. YGiA is a convenient 14-day treatment for times of acute canine gut distress, which might result from: Weaning, Change in diet, Garbage gut, Boarding, Travel, Post-surgery, or Chemotherapy.

“The majority of our veterinary customers to date been using our YGIA-14 product with huge success,” says Hannah McIver, CEO of MicroSintesis. “Both pet owners and veterinarians alike want to treat their animals in ways that don’t negatively impact their natural body’s flora. YGIA-14 provides a stronger and faster response than regular probiotics, without the negative impact of antibiotics.” 

Veterinary Healthcare Solutions is an independent Canadian veterinary marketing and sales company dedicated to delivering innovative products to the veterinary market. With seven sales representatives across Canada, the partnership now gives MicroSintesis the opportunity to sell their products nationally while providing VHS a platform product on which to expand their offering in key clinics.

“VHS is very excited to add the YGIA-14 product to our portfolio.” said Dr. Tom Branton, President of VHS. “The science behind this product coupled with the professionalism and knowledge of the MicroSintesis team are exceptional. More than ever, Animal Health Practitioners and pet owners are seeking natural treatments for their pet ailments. YGIA14 is a great new treatment modality to address gastrointestinal health. The VHS Sales Team is looking forward to introducing YGIA14 to clinics across Canada.”

YGIA-14 will be available for sale through veterinary hospitals across Canada in June 2017.

ABOUT MICROSINTESIS 

MicroSintesis is a new life sciences company focused on creating novel anti-infectives. By harnessing the natural defense mechanisms of probiotics, MicroSintesis is on the forefront of new biotechnologies that fight antibiotic-resistant bacteria and reduce the virulence of pathogens. To learn more visit: www.microsintesis.com

Posted in Clients, News

“Strategic Innovation Fund”: 2017 federal budget to boost innovation says Emergence Partner, Grant Thornton

This is “Part Three” of a three part series entitled “Innovation and the Canadian economy” from Emergence financial Partner, Grant Thornton, designed to help our clients “decode” some of the implications of Budget 2017. Click to read Part One and Part Two!

screen-shot-2017-01-23-at-1-21-28-pmThe Canadian economy

Experience shows that investment in innovative high-growth sectors helps to drive global competitiveness and sustainable economic growth.

Canada’s 2017 federal budget aims to encourage further research and development (R&D), with the government committing to make Canada a centre for global innovation.

Already, Canadian businesses invest over $15B annually on R&D of new products and processes. The budget hopes to boost that investment by introducing measures to fund superclusters, develop the Venture Capital Catalyst Initiative and create a Strategic Innovation Fund – a fund designed to increase access to various sector- and segment-specific innovation programs by consolidating them into one all-encompassing fund.

Strategic Innovation Fund

The Strategic Innovation Fund announced in the 2017 federal budget is part of the government’s Innovation and Skills Plan which aims to create high paying Canadian jobs by investing in high-growth sectors. The changes are expected to entice and sustain new high-quality business investment into our economy.

The budget proposes to introduce the $1.26 billion five-year Strategic Innovation Fund to consolidate and simplify existing innovation programming for various areas, including the following:

1) Strategic Aerospace and Defence Initiative, designed to support R&D that will result in innovation of new or improved products or processes in the aerospace, space, defence and security sectors.

2) Technology Demonstration Program to fund large-scale R&D projects with aerospace, defence, security applications, as well as Canadian universities or colleges and research institutes.

3) Automotive Innovation Fund to support the automotive sector in conducting large-scale R&D projects that build innovative, greener and more fuel-efficient vehicles.

4) Automotive Supplier Innovation Program to provide assistance to Canadian-based suppliers developing innovative products and processes in the automotive sector.

In addition to the above initiatives, the Strategic Innovation Fund will also support dynamic and emerging sectors, such as clean technology, information and communications technology, and agri-food.

To sustain the fund’s expansion, starting in 2017, it will provide a further $200M over three years to supplement existing funding. Of this amount, $100 million is new funding and $100 million will be drawn from funding announced in the 2016 budget. Changes are being made to streamline the application process to access these funds. Further details about the program are expected to be unveiled over the coming months.

How to maximize funding and leverage the Strategic Innovation Fund

The underlying goal of the Strategic Innovation Fund is to encourage growth-minded companies to invest in research and development of new products and processes.

Companies applying for the programs covered by the Strategic Innovation Fund may also be able to leverage the Scientific Research and Experimental Development (SR&ED) tax credit. The SR&ED program is the largest source of R&D funding in Canada which rewards claimants for innovation. SR&ED is not limited to traditional lab research; claimants from various industries can reap benefits of the program. In the coming months, the federal government is expected to further consolidate and streamline access to the myriad of programs currently available to support R&D in Canada. Should the Innovation in Canada platform be created, it will undoubtedly help entrepreneurs access much-needed growth capital.

To learn more about the Strategic Innovation Fund, the Innovation in Canada platform and how Grant Thornton can help your business grow and succeed through innovation funding, please contact: Martha Oner, National Leader, R&D and Government Incentives T +1 519-744-2333. E-mail: Martha.Oner@ca.gt.com

About Grant Thornton in Canada

Grant Thornton LLP is a leading Canadian accounting and advisory firm providing audit, tax and advisory services to private and public organizations. We help dynamic organizations unlock their potential for growth by providing meaningful, actionable advice through a broad range of services. Together with the Quebec firm Raymond Chabot Grant Thornton LLP, Grant Thornton in Canada has approximately 4,000 people in offices across Canada. Grant Thornton LLP is a Canadian member of Grant Thornton International Ltd, whose member and correspondent firms operate in over 100 countries worldwide.

Posted in Clients, News, Partner