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Bioasis Announces Proposed Private Placement

GUILFORD, Conn.--(BUSINESS WIRE)--

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

BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI), 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 intends to complete a brokered private placement financing (the “Offering”) of units (the “Units”) for gross proceeds of approximately US$4 million.

Each Unit will consist of one common share of the company (a “Common Share”) and one warrant to purchase one Common Share (a “Warrant”) offered at CA$0.225, a 20% discount to the volume weighted average price per share of the company’s common shares on the TSXV over the 20 trading day period ending on September 20, 2019. Each Warrant will have a five year term and an exercise price equal to 120% of the Offering Price.

Boustead Securities, LLC are acting as the placement agent for U.S. investors participating in the Offering on a “best efforts” basis. The Agents will be paid a cash commission equal to 8% of the gross proceeds from the Offering and will also be issued broker warrants to purchase that number of Common Shares equal to 8% of the total number of Units sold in the Offering at a price equal to the Offering Price for a period of three years from the closing date of the Offering.

An initial closing of the Offering is expected to occur on or before September 27, 2019 and is subject to the satisfaction of waiver of certain conditions, including the delivery of definitive subscription agreements and TSX Venture Exchange approval. All the securities issued pursuant to the Offering will be subject to a hold period in Canada expiring four months and a day after the closing date and will be restricted securities for the purposes of United States securities laws.

The company intends to use the net proceeds from the Offering for manufacturing, IND enabling studies, legal expenses (including for patent and other intellectual property work) and for general working capital purposes.

“This financing will provide additional support to Bioasis as we progress xB3-001 as a treatment for HER2+ breast cancer and brain metastases. It follows the positive response we received from the FDA to our recent pre-IND submission and recognizes the strength of the company’s intellectual property covering xB3-001,” said executive chair Deborah Rathjen, Ph.D.

“We believe that xB3-001, an xB3-Herceptin construct, may be an effective treatment for HER2+ brain metastases with the potential for accelerated approval,” Dr. Rathjen continued. “Herceptin continues to be the backbone of treatment of HER2+ breast cancer despite its lack of brain penetrance. In preclinical animal models xB3-001 has demonstrated a 10-fold increase in brain penetrance and efficacy in the treatment of HER2+ brain tumors.”

About Bioasis

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 private placement, 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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