HEMOSTEMIX RAISES $ 1,610,000August 11, 2016
Hemostemix Inc. (“Hemostemix” or the “Company”) (TSX VENTURE: HEM) (OTCQX: HMTXF) announces today that, due to investor feedback, the Company is amending the terms of the offering of units announced in the Company’s press release dated April 20, 2016 and instead will complete a non-brokered private placement (the “Offering”) consisting of a combination of convertible senior secured debentures and unsecured promissory notes for gross proceeds of $1,610,000.
The Company is pleased to announce it has received loans totaling CDN$1,610,000 (“Loan”) from several parties, including current and former insiders of the Company, to fund its ongoing working capital requirements. It is expected that the Loan will be converted into a $1,000,000 convertible senior secured debenture from an arm’s length party (the “Secured Debenture”) and $610,000 of unsecured promissory notes from various parties (the “Notes”), including $430,000 advanced from current insiders of the Company. The Notes are unsecured, bear no interest, and are repayable with no penalty on or before the date which is 12 months from the date of issuance.
The Secured Debenture will be secured by a general security agreement over all of the Company’s assets, have a term of three years, bear no interest, and shall be convertible at the option of the holder into units (“Units”) of the Company at a conversion price of $0.16 per Unit. Each Unit shall consist of one common share and one warrant, with each whole warrant entitling the holder to acquire one additional common share at an exercise price of $0.30 within 36 months from the date of issue. The Company may prepay the Secured Debenture, in whole or in part, at any time without penalty. The Secured Debenture will also contain customary change of control provisions, the terms of which are currently being negotiated.
As $430,000 of the Notes are loans from insiders (the “Insider Loan”), the Insider Loan constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied upon the applicable exemptions under MI 61-101 from the formal valuation and minority shareholder approval requirements in relation to the Insider Loan.
The Offering remains subject to the approval of the TSX Venture Exchange and all securities issued under the Offering shall be subject to a four month hold period from the date of issue.
The Company also announces the appointment of Robert J. Bard and Angus Jenkins to its board of directors, subject to customary TSX Venture Exchange approval.
As Managing Director of HealthCare Technologies Consultants LLC, Mr. Bard brings more than 40 years of hands-on experience in pharmaceuticals, biotechnology and medical devices. Throughout his career, Mr. Bard has held senior/executive level positions in regulatory, Legal, Compliance, Quality Systems, Clinical Affairs and Operations with global medical products companies. Mr. Bard is a seasoned International GxP Compliance Officer and he has provided GxP training domestically and internationally, with site gap analysis and support during Agency inspections.
From 2013 until 2016, Mr. Jenkins ran his own private oilfield services company. From 2012 to 2013 Mr. Jenkins was employed by Poseidon Concepts. Mr. Jenkins joined the senior Management team at Poseidon in 2013 to help grow the company’s services through the addition of new service lines to complement the company’s primary business in water storage. Prior thereto, Mr. Jenkins was an officer with Torquay Oil Corp. from 2010 until 2012. Prior to joining Torquay, Mr. Jenkins held roles at a number of oil and gas exploration companies including Burlington Resources, Crescent Point Energy and Black Goose Holdings. Mr. Jenkins holds a Bachelor of Applied Science degree in Petroleum Engineering from the University of Alberta.
The Company also announces it has accepted the resignation of Robert Achtymichuk as VP of Business Development effective August 10, 2016.
ANNUAL AND SPECIAL SHAREHOLDERS MEETING
The Company is pleased to announce that it will be holding its annual general and special meeting of shareholders on Thursday, September 8, 2016 at 2:00 pm (MST). The meeting will be held at 730, 1015 – 4th Street SW, Calgary, Alberta. Full details on the meeting will be contained in the Management Information Circular prepared for the meeting which will be mailed to the Company’s shareholders and available for review under the Company’s profile at www.sedar.com.
ABOUT HEMOSTEMIX INC.
Hemostemix is a public clinical-stage biotechnology company that develops and commercializes innovative blood-derived cell therapies for medical conditions not adequately addressed by current treatments. It is the first clinical-stage biotech company to test a stem-cell therapy in an international, multicenter, Phase 2 clinical trial for patients with critical limb ischemia (CLI), a severe form of peripheral artery disease (PAD) caused by reduced blood flow to the legs. The Phase 2 trial targets a participant’s diseased tissue with proprietary cells grown from his or her blood that are capable of supporting the formation of new blood vessels. The Company recently received FDA clearance to commence clinical trials in the United States.
Hemostemix Inc. is traded on the TSX Venture Exchange under the trading symbol HEM and on the OTCQX® Best Market under the trading symbol HMTXF. For more information, visit hemostemix.com or email email@example.com.
For more information, please contact:
Chief Financial Officer
Suite 730, 1015 – 4th Street SW
Calgary, Alberta T2R 1J4
Phone: (416) 471-274-2160
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” and similar expressions, or that events or conditions “will,” “would,” “may,” “could,” or “should” occur. Although Hemostemix believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of Hemostemix management on the date such statements were made. Hemostemix expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
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