NEW HAVEN, Conn., June 22, 2021 (GLOBE NEWSWIRE) — Bioasis Technologies Inc. (“Bioasis” or the “Company“) ((TSX.V:BTI, OTCQB:BIOAF), 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 CNS disorders in areas of high unmet medical need, including brain cancers and neurodegenerative diseases, is pleased to announce that it has entered into a convertible security funding agreement dated June 22, 2021 (the “Agreement“) with Lind Global Macro Fund, LP, an entity managed by The Lind Partners, a New York-based institutional investment management firm (together, “Lind“). Under the terms of the Agreement, Bioasis may issue to Lind convertible securities in the principal amount of up to C$10,000,000, with such proceeds being used for general working capital.
“This significant financing will enable Bioasis to fully focus on the execution of its business strategy. Importantly, Bioasis now has the means to leverage its existing research in lysosomal dysfunction, neurodegeneration and neuroinflammation and to generate robust licensing packages for potential partners. Whilst there have been challenges in completing certain studies this year, due to constraints at our contract research organizations, these have been overcome and the company is well placed to accomplish its R&D and partnering objectives” said Dr. Deborah Rathjen, Executive Chair of Bioasis.
Phillip Valliere, Managing Director at The Lind Partners stated, “Lind has been impressed by Bioasis’ leading blood-brain barrier drug delivery technology, its deep pipeline and strategic partnerships. The technology and pipeline are capable of providing new treatment options for patients with serious brain conditions and we are very pleased to be able to support further development of Bioasis’ therapeutic candidates.”
Pursuant to the Agreement, Lind will make an initial investment of C$3,000,000, less a commitment fee of C$90,000, in exchange for a convertible security (the “First Convertible Security“) with a face value of C$3,600,000 (the “Face Value“), representing a principal amount of C$3,000,000 (the “Principal Amount“) and a pre-paid interest amount of C$600,000 (the “Pre-Paid Interest“). Commencing 180 days from closing, Bioasis will begin repaying the First Convertible Security in C$125,000 installments. Pre-Paid Interest will accrue monthly at C$20,000 per month, and once accrued Lind will have the option, once every 90 days, to convert accrued Pre-Paid Interest into common shares of Bioasis at 90% of the market closing price on the day immediately prior to the conversion.
Lind will be restricted from selling any Bioasis shares it receives in connection with the First Convertible Security for a period of four months and a day from the date of issuance of the First Convertible Security, and is prohibited from short selling Bioasis’ shares during the term of the Agreement. After the initial four month period, Lind will have the right to convert any portion of the Principal Amount into common shares of Bioasis at a price per share of C$0.31 (the “Conversion Price“).
The Agreement also includes an option for Bioasis to receive additional investments from Lind of up to C$7,000,000, in exchange for a convertible security with similar terms to the First Convertible Security, subject to mutual agreement and TSX Venture approval.
Bioasis has the option to buy back the outstanding convertible securities in cash at any time with no penalty. If Bioasis exercises the buy back option, Lind will have the option to convert (i) up to 33.3% of the outstanding Principal Amount at the Conversion Price, and (ii) up to 100% of the then-accrued Pre-Paid Interest into common shares of Bioasis.
As part of the First Convertible Security financing, Bioasis will issue Lind 4,839,048 warrants exercisable for a term of 30 months at an exercise price of C$0.41 per share. Bioasis will have the right to accelerate the expiry date of a certain number of warrants, subject to certain conditions, including that no event of default has occurred, as follows: (i) if Bioasis’ shares trade above C$1.27 for 30 consecutive trading days, it can accelerate the expiry date of 50% of the warrants; and (ii) if Bioasis’ shares trade above C$1.80 for 30 consecutive trading days and the First Convertible Security then outstanding (along with all outstanding accrued pre-paid interest) has been fully repaid or converted, then Bioasis can accelerate the expiry of all of Lind’s remaining warrants. Any warrant exercise proceeds will be applied to the outstanding Principal Amount of the First Convertible Security.
Closing of the First Convertible Security is expected to occur on or about June 25, 2021, subject to customary closing conditions.
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. For more information about the Company, please visit www.bioasis.us.
The Lind Partners is an institutional fund manager and leading provider of growth capital to small- and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind makes direct investments ranging from US$1 to US$30 million, invests in syndicated equity offerings and selectively buys on market. Lind has completed more than 100 direct investments totaling over US$1 Billion in value and has been a flexible and supportive capital partner to investee companies since 2011. For more information about Lind, please visit www.thelindpartners.com.
On behalf of the Board of Directors of Bioasis Technologies Inc.
Deborah Rathjen, Ph.D., Executive Chair of the Board
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 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.
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Deborah Rathjen, Ph.D., Executive Chair of the Board and CEO
Colwell Capital Corp.