03:29:13 EDT Sun 19 Sep 2021
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Hemostemix Inc (2)
Symbol HEM
Shares Issued 57,574,788
Close 2021-07-05 C$ 0.285
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Hemostemix reprices, extends warrants by two years

2021-07-05 18:33 ET - News Release

Mr. Thomas Smeenk reports


Hemostemix Inc., subject to TSX Venture Exchange approval, has extended for two years and repriced to 55 cents from $1, subject to the accelerator provisions stated below on all repriced warrants, 1,332,500 warrants expiring July 9, 2021; extended 918,450 warrants expiring Nov. 24, 2021, of which 510,295 warrants are repriced to 55 cents (408,155 warrants held by insiders not repriced from $1); extended 6,360,585 warrants expiring Dec. 18, 2021, repricing 4,733,559 warrants (1,627,026 warrants held by insiders are not repriced from $1); extended 9,166,667 warrants expiring Dec. 31, 2021, repricing 8,513,334 warrants (653,333 warrants held by insiders not repriced from $1).

Subject to the accelerator provisions, the exercise period of warrants will be reduced to 30 days if, for any 10 consecutive trading days during the unexpired term of the warrants, the weighted average closing price of the company's listed shares achieves or exceeds the price of 120 per cent of the applicable exercise price (66 cents). The 30-day expiry period commences on the day the company either: (i) disseminates a press release; or (ii) sends a written notice to the holders of the warrants advising of the commencement of the exercise period.

The warrants held by the insiders are 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 Venture Exchange 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 exceed 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 is seeking a waiver from the TSX Venture Exchange policy to extend and reprice the 6,457,500 warrants that were set to expire May 7, 2021, on the same terms as above, as press released on May 6, 2021, and applied for by the company's counsel thereafter. However, the repricing and extension of the May 7, 2021, warrants have not been granted. 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 a publicly traded autologous stem cell therapy company. 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 500 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 entitled, "Autologous Stem Cell Treatment for CLI Patients with No Revascularization Options: An Update of the Hemostemix ACP-01 Trial With 4.5 Year Followup," 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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