Mr. Thomas Smeenk reports
HEMOSTEMIX ANNOUNCES HS 12 - 01 CLINICAL TRIAL COMPLETION OF SUBJECTS' FOLLOW-UP VISITS AT THE END OF MARCH AND WARRANTS EXTENDED AND REPRICED
Hemostemix Inc. has noted that all follow-up visits of the subjects enrolled in the HS 12-01 clinical trial will be completed by March 31, 2021. A total 65 subjects who were enrolled in the trial, randomized two to one to receive ACP-01 or a placebo, will have completed the last follow-up appointments by March 31, 2021. The company will provide additional information once trial data have been analyzed.
The company is applying to the TSX Venture Exchange for approval to amend the exercise price and expiration date of outstanding warrants previously issued in connection with non-brokered private placements, which closed on March 5, 2020, and March 25, 2020.
Subject to approval of the TSX-V, and the restrictions applicable to insiders described herein, the warrants of the company that expire on March 5, 2021, and March 25, 2021, will be repriced to 55 cents each and the expiry date extended to March 5, 2023, and March 25, 2023. In accordance with TSX-V policies, the warrants will also be amended to include an acceleration clause; hereunder, the exercise period of warrants will be reduced to thirty days, if, for any 10 consecutive trading days during the unexpired term of the warrants, the closing price of the company's listed shares achieves or exceeds the price of 120 per cent of the applicable exercise price. The 30-day expiry period commences on the day the company either disseminates a press release or sends a written notice to the holders of the warrants advising of the commencement of the exercise period.
A total of 13,618,522 warrants were issued to subscribers under the original private placements, including 5.18 million warrants issued to certain directors and officers of the company. In accordance with the polices of the TSX-V, only 1,361,852 warrants held by the insiders, representing 10 per cent of the warrants to be amended, will be repriced on a pro rata basis to 55 cents and the remainder of the warrants held by the insiders will remain exercisable at $1 per share and the expiry dates extended as described herein.
A portion of the warrants are held by the insiders considered to be related parties of the company. Therefore, the amendment of warrants constitutes a related party transaction as contemplated by Multilateral Instrument 61-101 -- Protection of Minority Shareholders in Special Transactions, and TSX-V Policy 5.9 -- Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the warrants does not exceeds 25 per cent of the market capitalization of the company. A material change report in respect of this related party transaction will be filed by the company.
The company believes that the repricing of the warrants is reasonable and necessary in the context of the market, as it increases the likelihood that the company will be financed through the exercise of the warrants.
About Hemostemix Inc.
Hemostemix is an 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 critical limb ischemia, peripheral artery disease, 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 Oct. 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 per cent 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.
We seek Safe Harbor.
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