TORONTO, ONTARIO--(Marketwired - Aug. 8, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Medifocus Inc. (Medifocus) (TSX VENTURE:MFS)(MDFZF) announces, subject to regulatory approval, a non-brokered private placement of up to $6,000,000 worth of units (the Units) at a price of $10,000 per Unit (the Offering). Each Unit consists of (i) redeemable promissory notes, bearing 8% annual interest payable on a quarterly basis (Notes), which are convertible into common shares (Common Shares) at a conversion price of $0.25 per Common Share, and which are payable 36 months after the closing of the Offering; and (ii) 20,000 Common Share purchase warrants ("Series C Warrants"). Each Series C Warrant will entitle the holder to purchase one additional Common Share at a price of $0.30 per Common Share for a period of 36 months following the completion of the Offering.
If, at any time after the date that is 12 months following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange or the OTCQX in the United States exceeds $0.50 (or its equivalent in U.S. dollars) for at least 20 consecutive trading days, Medifocus may at its sole discretion, within 30 days of such occurrence, provide a redemption notice to the holders of Notes and, if it does so, Medifocus will redeem Notes by paying the holders thereof the principal amount of such Notes plus any accrued but unpaid interest on the 30th day after the redemption notice is given.
If, at any time after the date that is 12 months following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange or the OTCQX in the United States exceeds $0.60 (or its equivalent in U.S. dollars) for at least 20 consecutive trading days, Medifocus may, within 30 days of such occurrence, provide an expiry acceleration notice to the holders of Series C Warrants and, if it does so, the Series C Warrants will, unless exercised, expire on the 30th day after the acceleration notice is given.
Medifocus may pay finder's fees equal to 9% of the gross proceeds raised and issue non-transferable finder's warrants to purchase up to 9% of the number of Common Shares underlying the Notes sold in the Offering. Each finder's warrant will entitle the holder to purchase one Common Share at a price of $0.30 per Common Share for a period of 36 months following the completion of the Offering.
Assuming that the aggregate gross proceed of the Offering are $6,000,000, the net proceeds of the Offering will be used: (i) to commercialize the Prolieve® line of business (70%); (ii) for working capital (25%); and (iii) to continue Medifocus' pivotal phase III clinical trials using Medifocus' APA 1000 System for the treatment of breast cancer including all related professional expenses (5%).
Dr. Augustine Y. Cheung, President and CEO stated, "We are appropriately moving forward with the commercialization of our Prolieve® product and APA 1000 Phase III clinical trials. Given the opportunities this year to significantly advance both of our technology platforms, we believe it is the right time to complete a private placement. We look forward to our continued progress and are excited to move to the next level of growth with our proprietary heat treatment systems."
Medifocus owns two fully developed technology platforms with comprehensive United States and international patent protection: (i) The Endo-thermotherapy Platform-a catheter-basis focused heat technology platform that utilizes natural body openings to deliver precise microwave thermotherapy to the diseased sites. The United States Food and Drugs Administration (FDA) approved Prolieve Thermodilatation System for the treatment of Benign Prostatic Hyperplasia (BPH) was developed based on the Endo-thermotherapy and is currently generating revenue; and (ii) the Adaptive Phased Array (APA) Microwave Focusing Platform, invented by the Massachusetts Institute of Technology, licensed to Medifocus directs precisely focused microwave energy at tumor center to induce shrinkage or eradication of tumors without undue harm to surrounding tissue. Medifocus' APA 1000 Breast Cancer Treatment System, developed from the APA technology platform, has received approval from the FDA and Health Canada to conduct the pivotal Phase III clinical trials. Medifocus believes that these two technology platforms can provide the design basis for the development of multiple cancer treatment systems for surface, subsurface and deep seated localized and regional cancers. Please visit www.medifocusinc.com, www.prolieve.com and https://www.facebook.com/pages/Medifocus-Inc-Company-Page/546315028715627 for more details.
Forward-Looking Statements and Information
This news release contains "forward-looking statements" and "forward-looking information", which may not be based on historical facts. Forward-looking statements and forward-looking information, include, but are not limited to, information and statements with respect the structure and the proceeds of the Offering and the expected use of the proceeds. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made. Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or forward-looking information. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements and forward-looking information. Except as required by applicable securities laws, Medifocus disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, events or developments.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.