April 25, 2022 (Source) – Hemostemix Inc. (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) (“Hemostemix” or the “Company“) is pleased to announce that it has closed its previously announced $2,750,000 non-brokered secured convertible debenture unit offering (the “Debenture Offering“), pursuant to which the Company issued 2,750 debenture units (each a “Debenture Unit“) at a price of $1,000 per Debenture Unit.
Each Debenture Unit consists of a $1,000 principal amount secured convertible debenture (each, a “Debenture“) and 5,714 common share purchase warrants of the Company (each, a “Debenture Warrant“). The Debentures will mature five years from the closing date and will bear interest (“Interest“) at a rate of 8% per annum, payable quarterly in arrears in cash or common shares in the capital of the Company (“Common Shares“) at the option of the Company. The Debentures are secured by the Company’s ACP-01 technology, excluding the field of use for ACP-01 in conjunction with Islet Cells. The principal amount of the Debentures is convertible at the option of the Debenture holder into Common Shares of the Company at a price of $0.175 per Common Share (the ”Conversion Price“). Any accrued and unpaid Interest may be paid in either cash or Common Shares (at the option of the Company), with the number of Common Shares being determined by using the 10-day volume-weighted average price of the Common Shares on the TSX Venture Exchange (the “Exchange“) on that date that is five days prior to the end of the relevant quarter (subject to the approval of the Exchange). Each Debenture Warrant entitles the holder to acquire one Common Share at a price of $0.20 per Common Share for a period of 60 months from the closing of the Debenture Offering.
The Company has paid finder’s fees on certain of the issuances of Debenture Units in the Offering consisting of $23,440.00 in cash and 133,935 finder’s warrants, with each finder’s warrant exercisable for one Common Share at a price of $0.20 for a period of one year following the closing.
All securities issued in connection with the Debenture Offering are subject to a hold period of four months and one day from April 22, 2022. The use of the net proceeds from the Debenture Offering shall be for general working capital purposes including to pay for a potential settlement of all litigation with, and a return of all intellectual property from, Aspire Health Science, LLC. and Accudata Solutions, Inc.
Early-Warning Reporting Matters and MI 61-101 and TSXV Policy 5.9 Disclosure
As a result of his participation in the Debenture Offering, Mr. Peter Lacey of RR #2, SITE 19, BOX 6, Red Deer, AB, T5N 5E2, Canada, Chairman of the Board of Directors of the Company, acquired 2,300 Debenture Units holding the right to convert or be exercised into an aggregate of 26,285,057 Common Shares upon conversion and exercise of the Debenture and the Debenture Warrants respectively. Prior to the Debenture Offering, Mr. Lacey held 4,938,230 Common Shares, being 7.3% of the issued and outstanding Common Shares of the Hemostemix prior to the Debenture Offering. As a result of the Debenture Offering, and including the amount of convertible securities currently held by Mr. Lacey, the amount of diluted Common Shares beneficially held by Mr. Lacey is 48,940,243, amounting to 43.62% (assuming the conversion of all Debentures and the exercise of all Debenture Warrants) of the issued and outstanding Common Shares of Hemostemix on a partially diluted basis. Mr. Lacey has executed an undertaking dated April 22, 2022 (the “Undertaking“) in which he agreed not to convert an amount of the Debenture or exercise an amount of the Debenture Warrants if the conversion or exercise, as applicable, would result in Mr. Lacey owning more than 19.9% of the issued and outstanding Common Shares. Mr. Lacey participated in the Debenture Offering pursuant to an exemption from the prospectus requirements, and participated on equal terms available to all subscribers under the Debenture Offering, purchasing Debenture Units at a price of $1000 per Debenture Unit for a total consideration of $2,300,000 paid to Hemostemix. Mr. Lacey participated in the Debenture Offering in the ordinary course of business and acquired the Debenture Units for investment purposes. In accordance with applicable securities laws and subject to applicable stock exchange requirements and the Undertaking, Mr. Lacey may from time to time and at any time directly or otherwise, increase or decrease his ownership, control or direction of Common Shares and/or other equity, debt or other securities or instruments of Hemostemix in the open market, by privately negotiated agreement, or otherwise. A copy of the Early Warning Report in relation to Mr. Lacey’s participation in the Debenture Offering will be filed under Hemostemix’s profile on www.SEDAR.com.
The participation of Peter Lacey and Thomas A, Smeenk, President and CEO of the Company in the Debenture Offering each 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 TSXV Policy 5.9. Hemostemix is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization), of MI 61-101 on the basis that Hemostemix is not listed on a specified stock exchange and, at the time the Debenture Offering was agreed to, neither the fair market value of the securities to be distributed pursuant to the Debenture Offering to such persons, nor the consideration to be received for those securities, will exceed 25% of Hemostemix’s market capitalization. No special committee was established in connection with the Debenture Offering. The Board of Directors of Hemostemix has unanimously approved the Debenture Offering and no materially contrary view or abstention was expressed or made by any director in relation to the Debenture Offering (other than the abstention of the Mr. Lacey and Mr. Smeenk as required pursuant to the Business Corporations Act (Alberta)). The material change report to be filed in relation to the closing of the Debenture Offering will not be not filed at least 21 days prior to the completion of the Debenture Offering as contemplated by MI 61-101. Hemostemix believes that this shorter period is reasonable and necessary in the circumstances as the completion of the Debenture Offering occurred shortly before the issuance of such material change report in relation to the Debenture Offering.
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 has published seven peer reviewed articles about the safety and efficacy of its lead product ACP-01 as a 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.
For further information, please contact:
Thomas Smeenk, President, CEO & Co-Founder
EM: [email protected]
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 use of proceeds the Debenture Offering, including a potential settlement of all litigation with, and a return of all intellectual property from, Aspire Health Science, LLC. and Accudata Solutions, Inc. There can be no assurance that such forward-looking information will prove to be accurate. 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 and on assumptions Hemostemix believes are reasonable. These assumptions include, but are not limited to: the underlying value of Hemostemix and its Common Shares; the successful resolution of the litigation that Hemostemix is pursuing or defending (the “Litigation“); the results of ACP-01 research, trials, studies and analyses, including the analysis 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; 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 Hemostemix obtaining satisfactory financing to fund Hemostemix’s operations including any research, trials or studies, and the Litigation. 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 satisfactory analyses pf clinical trials and other information, and the results of such analyses 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 Hemostemix’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, disruptions to economic activity and financings, disruptions to supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession or depression; the potential impact that the COVID-19 pandemic may have on Hemostemix which 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, it 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.