Private Placement · Regulation D Rule 506(c) · Accredited Investors Only
Millscope
Biotech
Pioneering cancer treatment through the science of nature
USD 85M
Issue Size
6.75%
Annual Coupon
5 Years
Tenor + Equity Option
Secured Convertible Note
Semi-Annual Payments
20% Equity Conversion Right
Investment Grade Backing
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The science and clinical development behind Celtic Biotech
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Live Q&A with the Millscope team
Investment Structure
Investment Terms
Millscope Biotech Inc intends to fund Celtic Biotech Ltd projects while also investing in securities issued by investment grade issuers. The USD 85 million issue will be deployed to acquire securities issued by investment grade issuers and allocate capital to medical projects as required.
STRUCTURE
Secured Convertible Promissory Note
ISSUE SIZE
US$ 85,000,000
COUPON
6.75% payable semi-annually
PERIOD
60 months with option to convert into equity
ISSUE PRICE
100%
SECURITY
Charge or similar on the assets and equity of the Borrower. Securities issued by investment grade issuers.
ISSUER
Millscope Biotech Inc
BORROWER
Celtic Biotech Limited
LISTING
Not Listed
MIN. SUBSCRIPTION
Reg D 506(c) — minimum US$ 200,000
CONVERTABILITY
Full subscription convertible into 20% of the equity of the borrower
GOVERNING LAW
Florida, USA
Capital Allocation
Funding Model
Of the USD 85M raised, USD 50M is earmarked for Celtic Biotech Limited as a draw-down facility. The remaining capital will be invested by Millscope Markets LLC into securities issued by investment grade issuers, generating interest income and maintaining liquidity to service coupon obligations throughout the development phase.
CAPITAL RAISED
$85M
Convertible Promissory Note at 6.75% p.a.
CELTIC BIOTECH LTD
$50M
Draw-down facility for biotech R&D projects
MILLSCOPE MARKETS
$35M
Securities issued by investment grade issuers generating coupon coverage
01
INTEREST SPREAD
Returns generated from the spread between borrowing costs at 6.75% and the yields achieved on securities issued by investment grade issuers held by Millscope Markets LLC.
02
PROJECT EXITS
Celtic Biotech is expected to sell completed drug developments, operate components thereof, or pursue a combination of commercialisation strategies at maturity.
03
CONTINUOUS LIQUIDITY
The portfolio of securities issued by investment grade issuers provides a reliable income stream, expected to more than cover coupon payments and operational expenses throughout the note period.
CELTIC BIOTECH PIPELINE
Beating Cancer Naturally
Celtic Biotech (the Borrower) maintains a seasoned management team with full-spectrum expertise — from pre-clinical research through FDA and EMA regulatory approval — with active collaboration in oncology and pharmacology across both EU and US healthcare frameworks.
LEAD PRODUCT
CB-24
CB-24 is Celtic Biotech's lead product candidate and a first-in-class cancer therapeutic derived from proteins isolated from the venom of the South American rattlesnake (Crotalus durissus terrificus). Pre-clinical and early clinical studies have demonstrated promising results, including disease stabilisation, partial remission, and complete remission in some patients, while maintaining an excellent tolerability profile. Its unique mechanism of action distinguishes it from conventional chemotherapy and targeted therapies, representing a novel approach to cancer treatment.
Unlike many existing cancer treatments, CB-24 does not interfere with DNA or normal cellular metabolism. Instead, it interacts with the membranes of cancer cells, triggering a targeted biological response while minimizing effects on healthy cells. This innovative mechanism positions CB-24 as a potential new class of molecular-targeting therapy with broad application across multiple cancer types.
Non-small cell lung cancer is the leading cause of cancer-related deaths globally. Stage IV patients face only a 14% chance of surviving 12 months, with approximately 85% ultimately succumbing to the disease. CB-24 is being developed to address this significant unmet medical need through a novel therapeutic mechanism unlike that of currently approved cancer treatments.
Mechanism of Action
Benign Subunit Targeting
Subunit A preferentially targets specific receptors on cancer cell membranes without affecting healthy cells or interfering with DNA or normal cellular metabolism.
Toxic Subunit Activation
Subunit B decouples and triggers the creation of Arachidonic Acid within the cancer cell, initiating a targeted biochemical cascade.
Programmed Cell Death
The Arachidonic Acid and calcium combination triggers programmed apoptosis — natural, targeted cancer cell death — with no systemic toxicity.
PHASE IC
Current trial stage — Phase 2 to follow, then full FDA approval pathway
Tumour Targeting
Specific cancer cell receptor binding
Stable
Long shelf life, easy to prepare
Broad Spectrum
Lung, breast, prostate, ovarian, cervical
Home Delivery
Remote-monitored infusion pump
PRODUCT 2
Prognostic Tester
Celtic Biotech is developing a novel, rapid, and inexpensive blood and urine detection test to determine the presence of cancer in the body. Annual screening will enable significantly earlier detection — giving patients a broader range of treatment options and materially improving survival outcomes.
Using a plant-based assay methodology for detecting malignant cancer, studies to date indicate a 94% detection rate. This product is expected to be market-ready within 18 to 24 months.
- Assay potential confirmed
- Basic concept tested and passed
- Patient samples tested and passed
- Market-ready within 18–24 months
ADDRESSABLE ANNUAL MARKET
$3.33B
111M clinical visits × $30 per test
EU VISITS
67M
Annual clinical visits
US VISITS
44M
Annual clinical visits
DETECTION RATE
94%
Based on studies conducted to date
FINANCIAL PROJECTIONS
Revenue Forecast
Financial projections reflect a conservative ramp across both products, with the prognostic tester entering market in 2028 and CB-24 achieving full market launch following FDA approval in FY2031. Market penetration is modelled at 1% in Year 1, rising to 10% after six years.
CB-24 COMMERCIAL LAUNCH
Full market launch follows completion of Phase 1c and Phase 2 clinical trials and subsequent FDA approval, targeted for FY2031. Early compassionate-use revenues projected from 2028.
PROGNOSTIC TESTER LAUNCH
Expected market entry in 2028 following the 18–24 month remaining development period. Market penetration modelled conservatively at 1% in Year 1, growing to 10% over six years.
LEADERSHIP
The Team
Millscope Markets is a specialist finance solutions group — a primary lender — with a multi-decade track record of structuring complex instruments to enable funding across industries worldwide.
Stephen Miller
FOUNDER, MILLSCOPE MARKETS
Backgrounds in engineering and manufacturing across Australia and the Far East. Founder of MGE Financial Group (UK) and Millscope LLC (USA). Stephen has managed funds for high-net-worth individuals and has structured numerous complex debt transactions for global projects through the MGE group, with deep expertise in derivative financial instruments across multiple markets.
Kobus Huisamen
OPERATIONS MANAGER, MILLSCOPE MARKETS
Kobus worked in strategy and corporate finance for 2 decades, having advised on listings (and de-listings) on markets in London and Europe. He has project lead M&A, corporate and business strategic initiatives both as an adviser and from within companies. He was responsible for leading international expansion of a multi-billion dollar group globally. Kobus has also been responsible for the structuring of financial securities and working on financial regulatory and compliance matters
NEXT STEPS
Ready to
Invest in the
future of cancer care?
Contact Stephen Miller directly to discuss participation in this transaction. A full information memorandum is available upon request for eligible investors.
Stephen Miller
PRIMARY CONTACT - MILLSCOPE MARKETS
- stephenmiller@mgecapital.net
- +1 347 767 6740
- www.millscopemarkets.com
- 1330 Avenue of the Americas 23rd Floor, New York, NY