Acquisition and Disposition of Securities of Hemostemix Inc.January 25, 2017
Drive Capital Corp. (“Drive Capital“) an entity controlled by Jed M. Wood, acquired a CDN$1,000,000 convertible debenture (the “Debenture“). The Debenture is convertible into units (“Units“) of Hemostemix Inc. (the “Issuer“) at a conversion price of CDN$0.16 per Unit. Each Unit consists of one common share (a “Share“) of the Issuer and one-half Share purchase warrant (a “Warrant“), with each whole Warrant entitling the holder to acquire one additional Share for CDN$0.30 within 36 months of the original issuance of the Debenture by the Issuer on September 2, 2016. Drive Capital subsequently disposed of the Debenture, transferring it to Wood Capital Ltd., an entity controlled by Blake Wood, the adult son of Jed M. Wood.
Immediately prior to the acquisition and immediately after the disposition of the Debenture, Jed M. Wood had beneficial ownership of or control over, directly or indirectly, an aggregate of 3,655,701 Shares, representing approximately 4.90% of the issued and outstanding Shares on a non-diluted basis (it being understood by Jed M. Wood that there are 74,583,119 Shares issued and outstanding as of the date hereof).
Immediately after the acquisition and prior to the disposition of the Debenture, Jed M. Wood had beneficial ownership of or control over, directly or indirectly, an aggregate of 3,655,701 Shares, representing approximately 4.90% of the issued and outstanding Shares on a non-diluted basis as of the date hereof, as well as the Debenture. As a result of the acquisition of the Debenture, Drive Capital was entitled to acquire upon the conversion of the Debenture in full, 6,250,000 Units, comprising 6,250,000 Shares and 3,125,000 Warrants. Assuming a full conversion of the Debenture and the subsequent exercise of all of the underlying Warrants, Drive Capital would have held 9,375,000 Shares, which as of the date hereof would be understood by Jed M. Wood to be approximately 11.17% of what would then be the 83,958,119 issued and outstanding Shares assuming no other changes. Based on all of the above assumptions Jed M. Wood would then have had beneficial ownership of or control over, directly or indirectly, an aggregate of 13,223,201 Shares or 15.7% of what would then be the 83,958,119 issued and outstanding Shares on a non-diluted basis.
The acquisition and the disposition of the Debenture have been entered into by Drive Capital for investment purposes. The acquisition was the consummation of the preliminary agreement related thereto described in the news release of the Issuer dated December 22, 2016 (the “December 22 News Release“).
The Acquisition was negotiated and completed as between Drive Capital and the original subscriber for the Debenture concurrently with Drive Capital having entered into a management contractor agreement with the Issuer dated December 16, 2016 (the “Management Agreement“) as also described in the December 22 News Release. The Management Agreement provides for Drive Capital to be compensated by way of (a) fees based on 15% of the total operating expenses of the Issuer over the term (24 months) of the Management Agreement, and (b) options to acquire Shares to be granted from time to time in an amount equivalent to seven percent (7%) of the Issuer’s total issued and outstanding Shares from time to time, to be allocated as determined by Drive Capital, among Drive Capital and new management and/or consultants recruited and/or engaged during the term of the Management Agreement.
Also as described in the December 22 News Release, pursuant to the Management Agreement, Drive Capital will oversee and manage all aspects of a corporate reorganization of the Issuer. Drive Capital is to report directly to the newly constituted board of directors of the Issuer and will assist with the implementation of all corporate actions deemed necessary to ensure the financial sustainability of the Issuer. In furtherance of the Management Agreement, Kyle Makofka, the Managing Director of Drive Capital has been appointed as the Chief Restructuring Officer of the Issuer and has been involved in, amongst other things, recruiting new directors and management for the Issuer.
As described in the Issuer’s news release dated January 25, 2017, in the midst of formalizing arrangements with the original subscriber for the Debenture relative to the Acquisition, Drive Capital also agreed to provide emergency funding to the Issuer pursuant to a Demand Loan Agreement. Drive Capital has advanced CDN $375,000 pursuant to the Demand Loan Agreement, which was secured by the same general security agreement granted by the Issuer as collateral security for the Debenture. Concurrent with the Disposition, Drive Capital also assigned the Demand Loan Agreement and sold the related indebtedness of the Issuer thereunder to Wood Capital Ltd.
In addition to the Acquisition, the Disposition, the matters related to the Demand Loan Agreement, and the other proposed acquisitions described herein, Jed M. Wood and/or Drive Capital and/or their respective associates or affiliates may acquire or dispose of additional securities of the Issuer, depending on market conditions and in compliance with applicable laws.
For further information, please contact:
Jed M. Wood
394 Marina Bay Place
Sylvan Lake, Alberta T4S 1E9
Phone: (403) 506-3373
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