HEMOSTEMIX ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND CORPORATE UPDATEMay 28, 2020
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Calgary, Alberta, May 28, 2020 — Hemostemix Inc. (“Hemostemix” or the “Company”) (TSXV: HEM; OTC: HMTXF) announces it has closed its previously announced non-brokered private placement of units (“Units”) for gross proceeds of $277,425
(the “Offering”). The Offering consisted of the issuance of an aggregate of 27,742,500 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 below. A total of 13,472,500 of the Units issued concurrently with the closing of the Offering were issued to one director of the Company on the same terms as of the Offering.
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.
In connection with the Offering, the Company paid eligible finders (“Finders”) aggregate cash finders fees of approximately $10,616 and issued an aggregate of 1,061,600 finders options to purchase units (“Finders Units”) of the Company at an exercise price of $0.01 per Finders Unit. Each Finders Unit consists of one Common Share of the Company and one common share purchase warrant (“Finders Warrant”), with each full Finders Warrant entitling the Finders to acquire one Common Share at a price of $0.05 per Common Share, for a period of 12 months from closing of the Offering, which can be exercised following the rollback of the Company’s Common Shares.
Proceeds from the Offering are expected to be used to pay finder fees payable in connection with the closing ($10,616), filing fees and legal expenses ($16,640), accounts payable ($134,725) and a clinical research manager ($115,444).
In connection with the Offering, the Company has received final approval from the Exchange. All securities issuable pursuant to the Offering are subject to a four month and one day hold period from the date of issuance in accordance with applicable Canadian securities laws.
The participation of one director in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and the policies of the Exchange. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, at the time the Offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the Offering, exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101.
For further details regarding closing of the Company’s Offering, please refer to the Company’s News Releases dated April 20, 2020 and April 29, 2020.
The Company announces that, further to its April 22, 2020 news release in relation to the timing of the filing of its year-end financial statements, the Corporation now expects to file such documents on or prior to June 15, 2020.
The Corporation also announces that due to the continuing logistics and delays caused by the COVID-19 virus, it will also rely on the exemption provided in Blanket Order 51-517 – Temporary Exemption from Certain Corporate Finance Requirements of the Alberta Securities Commission, and similar exemptions provided in other jurisdictions, to postpone the filing of the following continuous disclosure documents (collectively, the “Interim Documents”):
- the Corporation’s unaudited financial statements for the interim period ended March 31, 2020, as required by section 4.4 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”); and
- the Corporation’s Management’s discussion and analysis for the interim period ended March 31, 2020, as required by section 5.1(2) of NI 51-102.
The Corporation expects to file the Interim Documents no later than July 14, 2020.
Until the Corporation has filed the required Interim Documents, members of the Corporation’s management and other insiders are subject to an insider trading black-out policy reflecting the principles contained in section 9 of National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.
The Corporation confirms that, other than as disclosed in prior news releases and material change reports, there have been no material business developments since both the filing on November 29, 2019 of the Corporation’s latest interim financial statements for the period ended September 30, 2019 and the issuance on April 22, 2020 of the Corporation’s news release regarding the postponement of the filing of its annual financials.
Hemostemix is a publicly traded autologous stem cell therapy company, founded in 2003. 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 presentation
entitled “Autologous Stem Cell Treatment
for CLI Patients with No Revascularization Options:
An Update of the Hemostemix ACP-01 Trial With
4.5 Year Follow-up” 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 & Founder
Suite 1150, 707 – 7th Avenue S.W., Calgary, Alberta T2P 3H6, 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 including closing additional tranches of the Offering or additional financings, the Company’s stage of development, the ability to complete its current CLI clinical trial, complete a midpoint clinical trial analysis and futility analysis and the results of such, 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 business affairs including contracts, litigation, strategic alliances and their impacts including the entering of 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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