Hemostemix Announces Private PlacementJanuary 2, 2020
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
CALGARY, Alberta – January 2, 2020 – Hemostemix Inc. (“Hemostemix” or the “Company”) (TSX VENTURE: HEM; OTC: HMTXF), announces the Company will proceed with a non-brokered private placement of up to 300,000,000 units (the “Units”) at $0.01 per Unit for gross proceeds of up to $3,000,000 (the “Offering”). Each Unit is comprised of one common share of the Company (each a “Share”) and one share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one additional Share in the capital of the Company at a price of $0.05 per Warrant, for a period of one year from the date the Units are issued.
The pricing of the Offering is in reliance on the temporary relief measures established by the TSX Venture Exchange (the “Exchange“), and therefore the Offering and its pricing require approval of the Exchange having regard to the temporary relief criteria set out in the Exchange’s bulletin of April 7, 2014, (the “Temporary Relief Measures“). In order to comply with the Temporary Relief Measures, the board of directors is proposing to consolidate the Company’s issued and outstanding common shares on a minimum of one new for ten old common shares, or such other consolidation ratio as the board of directors may determine. The consolidation will increase the Company’s flexibility and competitiveness in the marketplace, and make the Company’s securities more attractive to a wider audience of potential investors, thereby resulting in a more efficient market for the common shares. In order to complete the Offering, which is being made in reliance on the Temporary Relief Measures, the Company has provided a written undertaking to the Exchange to hold a special shareholders meeting to approve the consolidation within 180 days of completion of the Offering. A follow-up news release with further details will be issued when the special shareholders meeting has been convened.
The effective date of the share consolidation will occur after Exchange approval and subsequent to the closing of the Offering. Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The proceeds from the Offering will be used for secured debt repayment ($2,073,000), repayment of related party loans ($25,000), settling certain accounts payable ($691,000) and general working capital purposes/funding of existing operations ($211,000). If the Offering is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company. Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
The Offering will be completed pursuant to certain exemptions from the prospectus requirement under applicable securities laws. The Offering may be closed in one or more tranches. There is no minimum subscription amount. The Company may pay finders fees to eligible finders of up to 8% cash and 8% finder warrants.
ABOUT HEMOSTEMIX INC.
Hemostemix is a publicly traded clinical-stage biotechnology company that develops and commercializes innovative blood- derived cell therapies for medical conditions not adequately addressed by current treatments. It is one of the first clinical- stage biotech companies to test a stem-cell therapy in an international, multicenter, Phase II 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 II trial targets a participant’s diseased tissue with proprietary cells grown from his or her blood that can support the formation of new blood vessels. The Company’s intellectual property portfolio includes over 50 patents issued or pending throughout the world. The Company is continuing research and development of its lead product, ACP-01 with other applications, including cardiovascular, neurological and vascular indications.
For more information, please visit www.hemostemix.com.
Bryson Goodwin, CEO or Thomas Smeenk, President
Suite 1150, 707 – 7th Avenue S.W.
Calgary, Alberta T2P 3H6
BG: 604-341-1531 or TS: 905-580-4170
Neither the TSX Venture Exchange 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. By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the Company’s ability to fund operations and access the capital required to continue operations, the Company’s stage of development, future clinical trials and results, long-term capital requirements and future developments in the Company’s markets and the markets in which it expects to compete, risks associated with its strategic alliances and the impact of entering new markets on the Company’s operations. Each factor should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. 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. Additional information identifying risks and uncertainties are contained in the Company’s filing with the Canadian securities regulators, which filings are available at www.sedar.com.
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