Bioasis Completes Financing TransactionsNovember 8, 2019
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
GUILFORD, Conn.–(BUSINESS WIRE)–BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI), (the “Company” or “Bioasis”), a pre-clinical, research-stage biopharmaceutical company developing its proprietary xB3 TM platform technology for the delivery of therapeutics across the blood-brain barrier (“BBB”) and the treatment of central nervous system (“CNS”) disorders in areas of high unmet medical need, including brain cancers and neurodegenerative diseases, today announced that it has completed previously announced financing transactions for aggregate gross proceeds of approximately CAD$817,000.
As previously advised, Bioasis intends to use the net proceeds of these financings for working capital purposes and to fund ongoing operations as it continues to pursue additional financing alternatives, including multiple potential technology licensing transactions, which may yield near term cash inflows from upfront payments.
Pursuant to the bridge financing transaction announced on October 28, 2018 (the “Bridge Financing”), Bioasis issued a total of approximately CAD$750,000 unsecured debentures (the “Debentures”) to a group of arm’s length investors. The Debentures have a term of five years and bear interest at a rate of 15% per annum, payable on a quarterly basis. Starting on the first anniversary of the issuance of the Debentures, Bioasis will have the right to redeem the Debentures at a redemption price initially equal to par plus 5% with the premium declining by 1% each year (resulting in a redemption price equal to par plus 2% in the final year of the five year term).
Each investor in the Bridge Financing also received warrants to purchase common shares of Bioasis (the “Bonus Warrants”) on the basis of 5,128 Bonus Warrants for every CAD$1,000 in principal of Debenture purchased, resulting in the issuance of a total of 3,849,923 Bonus Warrants. Each Bonus Warrant entitles the holder thereof to purchase one common share of Bioasis at a price of CAD$0.195 per share (being the closing price of the common shares on the TSX Venture Exchange on October 25, 2019, the last trading day before the day on which the Bridge Financing was announced) for a period of five years.
In addition, pursuant to the private placement announced on September 23, 2019 (the “Private Placement”), Bioasis issued 298,222 units (“Units”) to an arm’s length investor at a price of CAD$0.225 per Unit for gross proceeds of approximately CAD$67,000. Each Unit consisted of one common share of the Company and one warrant to purchase one common share (a “Unit Warrant”). Each Unit Warrant has a five year term and an exercise price of CAD$0.27.
The Company paid finder fees relating to the Bridge Financing to Industrial Alliance Securities Inc. of $60,000 cash and warrants to purchase 960,000 common shares on the same terms as the Bonus Warrants. Boustead Securities, LLC acted as placement agent for U.S. investors participating in the Private Placement and was paid a cash commission equal to US$4,000 and received broker warrants to purchase 23,858 common shares at a price of CAD$0.225 per share for a period of three years.
All the securities issued pursuant to the Bridge Financing and the Private Placement are subject to a hold period in Canada expiring four months and a day after the closing date.
Bioasis Technologies Inc. is a biopharmaceutical company developing the xB3 TM platform, a proprietary technology for the delivery of therapeutics across the blood brain barrier and the treatment of CNS disorders in areas of high unmet medical need, including brain cancers and neurodegenerative diseases. The delivery of therapeutics across the blood brain barrier represents the final frontier in treating neurological disorders. The in-house development programs at Bioasis are designed to develop symptomatic and disease-modifying treatments for brain-related diseases and disorders. The Company maintains headquarters in Guilford, Conn., United States. Bioasis trades on the TSX Venture Exchange under the symbol “BTI” and on the OTCQB under the symbol “BIOAF.” For more information about the company, please visit www.bioasis.us.
This press release does not constitute an offer to sell, solicitation of an offer to buy or a recommendation for any of the company’s securities. A securities offering by the company will only be made pursuant to a private placement memorandum, offering circular or prospectus. The content of this press release is qualified in its entirety by any such offering materials.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including the Company’s intended use of proceeds of the Bridge Financing, along with other statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments express or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of any product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: products that we develop may not succeed in preclinical or clinical trials, or future products in our targeted corporate objectives; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and the costs of launching our products may be greater than anticipated; we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward- looking statements and information to reflect subsequent events or circumstances, except as required by law.
On behalf of the Board of Directors of Bioasis Technologies Inc.
Deborah Rathjen, Ph.D., Executive Chair of the Board
+1 203 533 7082