Hemostemix Announces $700,000 Non Broker Private Placement, Update on its Proceedings against Aspire Health Science, LLCJune 19, 2020
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Calgary, Alberta, June 19, 2020: Hemostemix Inc. (“Hemostemix” or the “Company”) (TSXV: HEM; OTC: HMTXF) is pleased to announce a non-brokered private placement of units (“Units”) for gross proceeds of up to $700,000 (the “Offering”), subject to TSX Venture Exchange (the “Exchange”) approval. The Offering may consist of the issuance of an aggregate of 70,000,000 Units at a price of $0.01 per Unit. Each Unit consists of one Common Share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”), with each full Warrant entitling the holder to acquire one Common Share at a price of $0.05 per Common Share for a period of 12 months from the closing of the Offering, subject to the accelerated expiry provision described as follows. If on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Offering the closing sales price of the Common Shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange Inc. (“Exchange”) is greater than $0.07 per Common Share, the Company may provide notice in writing to the holders of the Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which the Company issues such press release. The proceeds from the Offering are expected to pay finder fees payable in connection with the closing ($56,000), filing fees and legal fees in connection with the litigation against Aspire Health Science, LLC ($350,000), clinical trial costs accounts payable ($250,000) and general working capital ($44,000).
The Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable securities laws. Subject to acceptance by the Company, the Offering is open to all existing shareholders of the Company in reliance upon the prospectus exemption described in Multilateral CSA Notice 45-313 Prospectus Exemptions for Distributions to Existing Security Holders and set forth in the various corresponding blanket orders and rules in each of the provinces and territories of Canada (the “Existing Shareholder Exemption“), subject to the terms and conditions therein. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. The Company has fixed June 19, 2020 as the record date for the purpose of determining existing shareholders of the Company who are entitled to participate in the Offering pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that on or before the record date, they became a shareholder of the Company and that they continue to be a shareholder of the Company. In accordance with the requirements of the Existing Shareholder Exemption and Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. 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. Each Finder’s Warrant may be exercised to acquire a Unit of the Offering.
Hemostemix’s motion for a Replevin Order (Return of Assets) was not heard. Rather a threshold argument (“Service Ex Juris”) concerning jurisdiction over the electronic records of Hemostemix that Aspire holds was heard by the Court of Queen’s Bench, Alberta. The Court determined that because the computers with the electronic records on them were located in Florida, Hemostemix will have to bring a Replevin Action in Florida.
Hemostemix is a publicly traded autologous stem cell therapy company. A winner of the World Economic Forum Technology Pioneer Award, the Company developed and is commercializing its lead product ACP-01 for the treatment of CLI, PAD, Angina, Ischemic Cardiomyopathy, Dilated Cardiomyopathy and other conditions of ischemia. ACP-01 has been used to treat over 300 patients, and it is the subject of a randomized, placebo-controlled, double blind trial of its safety and efficacy in patients with advanced critical limb ischemia who have exhausted all other options to save their limb from amputation.
On October 21, 2019, the Company announced the results from its Phase II CLI trial abstract entitled “Autologous Stem Cell Treatment for CLI Patients with No Revascularization Options: An Update of the Hemostemix ACP-01 Trial With 4.5 Year Followup” which noted healing of ulcers and resolution of ischemic rest pain occurred in 83% of patients, with outcomes maintained for up to 4.5 years.
The Company owns 91 patents across five patent families titled: Regulating Stem Cells, In Vitro Techniques for use with Stem Cells, Production from Blood of Cells of Neural Lineage, and Automated Cell Therapy. For more information, please visit www.hemostemix.com.
Contact: Thomas Smeenk, President, CEO & Co-Founder
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.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the date and times for the hearings in respect of the injunction before the Court of Queen’s Bench, Alberta and the Florida State Court motions; the potential use of proceeds of the Offering; the midpoint data analysis and the provision of a copy of this analysis to Hemostemix; and the commercialization of ACP-01. There can be no assurances that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Hemostemix’s current beliefs and is based on information currently available to Hemostemix which the Company believes are reasonable. These assumptions include, but are not limited to: no applications or motions delaying the date of the hearings; no delays in the hearings due to the COVID-19 pandemic or other reasons which require a delay of the hearings; the underlying value of Hemostemix and its Common Shares; market acceptance of the Offering; Exchange acceptance of the Offering; the terms and conditions of the midpoint data analysis agreement among the consultant and Hemostemix; the results of ACP-01 research, trials and studies being equivalent to or better than previous research, trials or studies as well as management’s expectations of anticipated results; Hemostemix’s general and administrative costs remaining constant; the receipt of all required regulatory approvals for research, trials or studies as well as any required or desired financings of Hemostemix, including Exchange acceptance and any third party consents; the level of activity, market acceptance and market trends in the healthcare sector; the economy generally; consumer interest in Hemostemix’s services and products; competition and Hemostemix’s competitive advantages; and obtaining satisfactory financing to fund Hemostemix’s operations including any research, trials or studies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Hemostemix to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of Hemostemix to complete its current CLI clinical trial, complete a satisfactory futility analysis and the results of such and future clinical trials; litigation and potential litigation that Hemostemix may face; general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations including the actual results of future research, trials or studies; competition; changes in legislation affecting Hemostemix; the timing and availability of external financing on acceptable terms; long-term capital requirements and future developments in the Company’s markets and the markets in which it expects to compete; lack of qualified, skilled labour or loss of key individuals; and risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; the potential impact that the COVID-19 pandemic may have on Hemostemix may include a decreased demand for the services that Hemostemix offers; and a deterioration of financial markets that could limit Hemostemix’s ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Hemostemix’s disclosure documents on the SEDAR website at www.sedar.com. Although Hemostemix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Hemostemix as of the date of this news release and, accordingly, is subject to change after such date. However, Hemostemix expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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