AskMuncher
3 years ago
$SZLSF StageZero Life Sciences Completes Acquisition of the Health Clinics Business
Press Release | 09/02/2021
Transformational Acquisition Creates Vertically-integrated Healthcare Company with Next-Generation Diagnostic Capabilities and Advanced Telemedicine Platform
TORONTO, ON / ACCESSWIRE / September 2, 2021 / StageZero Life Sciences, Ltd (TSX:SZLS)(OTC PINK:SZLSF) ("StageZero" or the "Company"), a healthcare company working to reduce the risk of cancer and other chronic diseases through early detection and intervention, today announced that it has completed its previously announced acquisition of the business of Health Clinics Limited (the "Acquisition"). The Acquisition was completed through the acquisition of all of the shares of Clinics Operations Limited, a provider of specialist clinical services across Europe and North America, and a wholly-owned subsidiary of Health Clinics Limited, and the acquisition of substantially all of the assets of Health Clinics USA, Corp. ("HC USA"), a company in which Health Clinics Limited holds significant ownership interest.
"This acquisition is a transformational milestone in the history of StageZero Life Sciences," said StageZero Life Sciences Chairman & CEO James Howard-Tripp. "The combination of StageZero and Health Clinics has created a one-of-a-kind, vertically-integrated healthcare company offering next-generation diagnostic capabilities, clinically-validated and personalized adjuvant protocols, an advanced telemedicine platform and a broad physician network to provide continuity of care for any patient, anywhere. As a combined company, we are excited to provide a complete solution to help patients reduce the risk of developing and slowing the progression of cancer through early interventions. We are now an integrated company and as of today will generate consolidated revenue."
StageZero acquired all of the shares of Clinics Operations Limited by issuing today 12,400,000 StageZero common shares. StageZero is obligated to issue an additional 2,500,000 StageZero common shares, contingent upon Clinic Operations Limited obtaining a Care Quality Commission license in the United Kingdom. A further 8,000,000 common shares are issuable by StageZero contingent upon the achievement of certain milestones and StageZero shareholder approval. StageZero, through its newly formed subsidiaries Care Oncology Physicians, PC and Care Oncology, Inc., acquired substantially all of the assets of HC USA by issuing today 100,000 StageZero common shares.
For more information concerning the Acquisition, please see the Company's news release dated August 16, 2021.
About StageZero Life Sciences, Ltd.
StageZero Life Sciences is dedicated to improving quality of life through proven technology and personalized care plans, allowing people to take control of their health. StageZero helps reduce the risk of developing cancer and other chronic diseases by delivering early detection and intervention solutions. The company's end-to-end care model is personalized, proven, and puts people first.
The Company's next-generation test, Aristotle®, is the first-ever multi-cancer panel for simultaneously screening for 10 cancers from a single sample of blood with high sensitivity and specificity for each cancer. Aristotle is integrated with Care Oncology's AVRT™ program, a comprehensive telehealth program that uses advanced diagnostics, proven clinical protocols, and physician supervision to help patients stay well and prevent the development of cancer and other chronic diseases. Care Oncology practices provide treatments that complement and enhance the effect of traditional, standard of care cancer therapies. StageZero also operates a CAP accredited and CLIA certified high-complexity reference laboratory in Richmond, Virginia. In addition, leveraging its specialty in polymerase chain reaction (PCR) testing for the early identification of cancer through blood, StageZero provides both COVID PCR testing (swab and saliva) and blood test analysis (Antibody testing).
For more information, please visit www.stagezerolifesciences.com.
About Health Clinics Limited
Founded in London, England in 2013, Health Clinics Limited (HC) specializes in chronic inflammation and metabolic dysfunction, using telemedicine to provide specialist clinical services across Europe and North America. HC provides two main clinical offerings: 1. Under the trade name Care Oncology Clinic (COC), HC provides a patented and safe adjunctive treatment for all cancer types; 2. Under the trade name AVRT (pronounced "avert"), HC clinicians provide a managed clinical service to help patients reduce their risk of developing chronic diseases, including cancer, using a proportionate and tolerable protocol.
Forward-Looking Statements
Certain statements in this news release related to StageZero, Health Clinics Limited, Health Clinics USA Corp., Care Oncology US and Care Oncology UK, and their respective businesses and the proposed Acquisition are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proposed Acquisition, the satisfaction of closing conditions, including TSX approval, the early detection, diagnosis and treatment of disease and the establishment of treatment protocols. These statements reflect the Company's current expectations regarding future events, but involve risks and uncertainties that could cause actual results to differ materially from those projected herein. Such risks include the risk that, that integration of the acquired businesses into StageZero's business will not achieve the intended results, and other risks and uncertainties described in StageZero's ongoing quarterly filings, annual reports and annual information form. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements, except as required by law.
Investor Relations Contact
Rebecca Greco
Tel: 1-855-420-7140 ext. 1838
rgreco@stagezerols.com
Media Contact
Kristin Villiotte
SHIFT Communications
kvilliotte@shiftcomm.com
AskMuncher
3 years ago
$SZLSF StageZero Life Sciences Completes Acquisition of the Health Clinics Business
Press Release | 09/02/2021
Transformational Acquisition Creates Vertically-integrated Healthcare Company with Next-Generation Diagnostic Capabilities and Advanced Telemedicine Platform
TORONTO, ON / ACCESSWIRE / September 2, 2021 / StageZero Life Sciences, Ltd (TSX:SZLS)(OTC PINK:SZLSF) ("StageZero" or the "Company"), a healthcare company working to reduce the risk of cancer and other chronic diseases through early detection and intervention, today announced that it has completed its previously announced acquisition of the business of Health Clinics Limited (the "Acquisition"). The Acquisition was completed through the acquisition of all of the shares of Clinics Operations Limited, a provider of specialist clinical services across Europe and North America, and a wholly-owned subsidiary of Health Clinics Limited, and the acquisition of substantially all of the assets of Health Clinics USA, Corp. ("HC USA"), a company in which Health Clinics Limited holds significant ownership interest.
"This acquisition is a transformational milestone in the history of StageZero Life Sciences," said StageZero Life Sciences Chairman & CEO James Howard-Tripp. "The combination of StageZero and Health Clinics has created a one-of-a-kind, vertically-integrated healthcare company offering next-generation diagnostic capabilities, clinically-validated and personalized adjuvant protocols, an advanced telemedicine platform and a broad physician network to provide continuity of care for any patient, anywhere. As a combined company, we are excited to provide a complete solution to help patients reduce the risk of developing and slowing the progression of cancer through early interventions. We are now an integrated company and as of today will generate consolidated revenue."
StageZero acquired all of the shares of Clinics Operations Limited by issuing today 12,400,000 StageZero common shares. StageZero is obligated to issue an additional 2,500,000 StageZero common shares, contingent upon Clinic Operations Limited obtaining a Care Quality Commission license in the United Kingdom. A further 8,000,000 common shares are issuable by StageZero contingent upon the achievement of certain milestones and StageZero shareholder approval. StageZero, through its newly formed subsidiaries Care Oncology Physicians, PC and Care Oncology, Inc., acquired substantially all of the assets of HC USA by issuing today 100,000 StageZero common shares.
For more information concerning the Acquisition, please see the Company's news release dated August 16, 2021.
About StageZero Life Sciences, Ltd.
StageZero Life Sciences is dedicated to improving quality of life through proven technology and personalized care plans, allowing people to take control of their health. StageZero helps reduce the risk of developing cancer and other chronic diseases by delivering early detection and intervention solutions. The company's end-to-end care model is personalized, proven, and puts people first.
The Company's next-generation test, Aristotle®, is the first-ever multi-cancer panel for simultaneously screening for 10 cancers from a single sample of blood with high sensitivity and specificity for each cancer. Aristotle is integrated with Care Oncology's AVRT™ program, a comprehensive telehealth program that uses advanced diagnostics, proven clinical protocols, and physician supervision to help patients stay well and prevent the development of cancer and other chronic diseases. Care Oncology practices provide treatments that complement and enhance the effect of traditional, standard of care cancer therapies. StageZero also operates a CAP accredited and CLIA certified high-complexity reference laboratory in Richmond, Virginia. In addition, leveraging its specialty in polymerase chain reaction (PCR) testing for the early identification of cancer through blood, StageZero provides both COVID PCR testing (swab and saliva) and blood test analysis (Antibody testing).
For more information, please visit www.stagezerolifesciences.com.
About Health Clinics Limited
Founded in London, England in 2013, Health Clinics Limited (HC) specializes in chronic inflammation and metabolic dysfunction, using telemedicine to provide specialist clinical services across Europe and North America. HC provides two main clinical offerings: 1. Under the trade name Care Oncology Clinic (COC), HC provides a patented and safe adjunctive treatment for all cancer types; 2. Under the trade name AVRT (pronounced "avert"), HC clinicians provide a managed clinical service to help patients reduce their risk of developing chronic diseases, including cancer, using a proportionate and tolerable protocol.
Forward-Looking Statements
Certain statements in this news release related to StageZero, Health Clinics Limited, Health Clinics USA Corp., Care Oncology US and Care Oncology UK, and their respective businesses and the proposed Acquisition are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proposed Acquisition, the satisfaction of closing conditions, including TSX approval, the early detection, diagnosis and treatment of disease and the establishment of treatment protocols. These statements reflect the Company's current expectations regarding future events, but involve risks and uncertainties that could cause actual results to differ materially from those projected herein. Such risks include the risk that, that integration of the acquired businesses into StageZero's business will not achieve the intended results, and other risks and uncertainties described in StageZero's ongoing quarterly filings, annual reports and annual information form. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements, except as required by law.
Investor Relations Contact
Rebecca Greco
Tel: 1-855-420-7140 ext. 1838
rgreco@stagezerols.com
Media Contact
Kristin Villiotte
SHIFT Communications
kvilliotte@shiftcomm.com
CansoSpaceMan
9 years ago
Genenews ltd gets US$10 million in unsecured convertible notes
2016-04-07 08:03 ET - News Release
Mr. James Howard-Tripp reports
GENENEWS LIMITED PROVIDES FINANCING UPDATE
GeneNews Ltd. has closed a first tranche of its non-brokered private placement, previously announced on March 14, 2016. The First Tranche closing consisted of the issuance of approximately 5.6 million common shares of the Company at a price of $0.10 per common, for gross proceeds of approximately $560,000, which GeneNews will use for working capital purposes.
The Company also announced it has executed a term sheet with Alumina Partners LLC, an arms' length party, for a second tranche (the "Second Tranche") of the Offering, whereby the Company will draw down on US$10 million in structured, unsecured convertible notes (the "Notes"), at the Company's option, in installments of US$200,000 over a 24 month period. The initial draws will be limited to US$1 million within the first 120 days after the execution of definitive documentation and will be accelerated after that. The Notes will have a term of one (1) year from date of issue, with interest accrued and payable at 12% per annum. Beginning 120 days after issue of each Note, the issuer may convert all or part of the Note into GeneNews common shares at a conversion price equal to a 25% discount to the five (5) day volume-weighted average price per common share on the date of conversion. The conversion will become mandatory if the common shares trade above a 25% premium to the intraday high trading price during the 10 days immediately preceding the day on which the Notes become eligible for conversion into common shares and remains above this price for 20 consecutive trading days provided however that the conversion shall not result in the holder of the Note owning more than 9.9% of the issued and outstanding common shares of GeneNews. In connection with the transaction, GeneNews has agreed to issue as a commitment fee, in aggregate, a total of US$845,000 in restricted common shares over the term of the agreement, to be paid US$200,000 upon the first draw and the remainder in 10 equal payments of US$64,500 to be paid upon each issuance of US$ 1 million in Notes. The restricted common shares will be issued at the market price at the time of issuance. The completion of the Second Tranche is subject to the negotiation and execution of definitive documentation.
Further to its press release of March 14, 2016, GeneNews also continues to negotiate the issuance of up to a $2 million senior secured, collateralized convertible debenture as part of the Offering. The Company confirmed that the aggregate number of common shares issued in the Offering will not exceed 50 million.
"We are very satisfied with the success of this private placement, which yielded us gross proceeds that surpassed our expectations," commented GeneNews Executive Chairman, James R. Howard-Tripp. "These financings were structured to allow GeneNews to maximize its capital resources, while limiting the number of shares that the Company offers. We intend to take full advantage of this opportunity, and make good use of these proceeds to advance GeneNews' leadership position in advanced cancer diagnostics and personalized medicine."
Closing of the Offering is subject to the receipt of applicable regulatory approvals including approval of the TSX. The First Tranche is expected to close immediately, with the Second Tranche closing anticipated in approximately five to ten days. The securities issued will be subject to a hold period.
Financial Hardship Exemption
As the aggregate number of Common Shares issuable pursuant to the Offering exceeds 25% of the currently issued and outstanding Common Shares of the Company, the Offering may result in a new control person of the Company and the discount on pricing is above the allowable limits, GeneNews would ordinarily be required to obtain shareholder approval pursuant to the applicable policies of the TSX, which are section 607(g)(i) and section 604(1)(i) and section 607(e), respectively, of the TSX Company Manual (the "Manual"). However, the Company has applied to the TSX, pursuant to the provisions of Section 604(e) of the Manual, for a "financial hardship" exemption from the requirement to obtain shareholder approval, on the basis that the Company is in serious financial difficulty and the Offering is designed to improve the Company's financial situation. The application was made upon the recommendation of the board, free from any interest in the transaction and unrelated to the parties involved in the transaction and was based on their determination that the transaction is reasonable for GeneNews in the circumstances.
We seek Safe Harbor.
CansoSpaceMan
9 years ago
Exact Sciences Corporation
Currently trading over $6 USD a share, Exact Sciences Corporation has a screening test called Cologuard. It is a disruptive technology in the war on colon cancer. As a non-invasive front-line screening test, it is FDA-approved and covered by Medicare and an increasing number of commercial payers. In a 10,000-patient clinical trial, Cologuard found 92% of cancers, 42% of pre-cancers and had a specificity of 87%.
Cologuard is so easy to use that you can do it from home. The test does not require you to follow a special diet or change your medications.
Cologuard is intended for the qualitative detection of colorectal neoplasia associated DNA markers and for the presence of occult hemoglobin in human stool. A positive result may indicate the presence of colorectal cancer or advanced adenoma and should be followed by a diagnostic colonoscopy. Cologuard is indicated to screen men and women 50 years or older, who are at typical average-risk for colorectal cancer. Cologuard is not a replacement for diagnostic colonoscopy or surveillance colonoscopy in high risk individuals. Both false positives and false negatives do occur. In the clinical study of Cologuard, 13% of people without cancer or precancer tested positive. Any positive result should be followed by a diagnostic colonoscopy. Following a negative result, patients should continue participating in a screening program at an interval and with a method appropriate for the individual patient. Cologuard performance when used for repeat testing has not been evaluated or established. http://www.exactsciences.com/our-products/screening-test
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GeneNews Ltd (TSE:GEN)
GeneNews Ltd has developed ColonSentry an easy early warning test for Colorectal Cancer
ColonSentry is a sophisticated blood test that can assess a patient's current risk of having colorectal cancer. The test is not considered a replacement for colonoscopy, but rather a more convenient step in determining early warning signs of colon cancer. ColonSentry does not require patients to provide a stool sample, nor does it require any dietary restrictions like fasting or refraining from certain foods or medications prior to taking the test. The ColonSentry test is easy to perform and blood can be drawn at the same time as other tests. GeneNews trades under the symbol GEN.T and currently trades at 10 cents CDN a share.
http://www.myinnovativelab.com/colonsentry/
GeneNews to acquire full ownership of Innovative
2016-03-04 07:39 ET - News Release
Mr. James Howard-Tripp reports
GENENEWS ACQUIRES FULL CONTROL OF INNOVATIVE DIAGNOSTIC LABORATORY
GeneNews Ltd. has entered into a unit purchase agreement with Cobalt Healthcare Consultants Inc., pursuant to which GeneNews's wholly owned subsidiary, GeneNews (USA) Inc., will acquire Cobalt's 50-per-cent ownership interest in the Innovative Diagnostic Laboratory LLP (IDL) joint venture. Once concluded, GeneNews will have full ownership of IDL.
Under terms of the purchasing agreement, GeneNews will assume any and all of Cobalt's liability relating to Cobalt's $1-million (U.S.) secured demand promissory note, payable to former IDL partner HDL USA Holdings LLC. No other consideration will be paid. Additionally, GeneNews has asked for and received a one-year extension on the term of the note, making it due in May, 2017. The purchasing agreement is subject to GeneNews completing a strategic financing during March, 2016.
"In recent months, we have taken a number of important steps to get the company on a more solid footing to support an orderly restructuring of its operations," said GeneNews executive chairman James Howard-Tripp. "With a number of difficult decisions behind us, and this purchasing agreement in place, we are now much better prepared to pursue the working capital we need to restore IDL's corporate viability and re-establish its growth trajectory."
We seek Safe Harbor.
http://www.genenews.com/
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