Kane Biotech Announces Private Placement Offering and Proposed Amendments to its Credit Facility
August 03 2023 - 7:45AM
Kane Biotech Inc. (TSX-V:KNE OTCQB:KNBIF) (the
“
Company”, “
Kane” or
“
Kane Biotech”) today announces its intention to
undertake a non-brokered private placement offering (the
“
Offering”) of up to 6,250,000 units of the
Company (“
Units”) at a price of $0.08 per Unit for
gross proceeds of up to $500,000. Each Unit shall be comprised of
one common share of the Company (a “
Share”) and
one-half of one Share purchase warrant (each whole warrant, a
“
Warrant”). Each full Warrant shall entitle the
holder thereof to purchase one additional Share of the Company for
a period of 18 months at an exercise price of $0.10 per Share.
After a period of four months from the closing
date of the Offering, in the event that the Shares traded on the
TSX Venture Exchange (the “TSXV”) have a closing
price at or exceeding $0.20 per Share for five (5) consecutive
trading days, the Company reserves the right to call the Warrants,
at their exercise price of $0.10 per Warrant. If the Company wishes
to call the Warrants, the Company must provide written notice to
the holders of the Warrants that it is calling the Warrants.
Investors will have thirty (30) days from the date of such notice
to exercise the Warrants and, in the event that any Warrants are
not exercised, such Warrants shall be cancelled. Holders of
Warrants shall be restricted from exercising any number of Warrants
that will cause the holder to own such number of Shares that will
equal or exceed 20% of the then issued and outstanding Shares.
The net proceeds of the Offering will be used
for working capital and general corporate purposes.
All securities issued in connection with the
Offering will be subject to a hold period of four-months and one
day in Canada. The closing of the Offering is subject to TSXV and
other regulatory approvals. The Company may pay finder's fees in
connection with the Offering consisting of a cash commission equal
to 8% of the gross proceeds raised and finder's warrants equal to
8% of the number of Units issued, where each finder's warrant will
entitle the holder thereof to purchase one Unit at a price of $0.10
per Unit for a period of 18 months from the closing of the
Offering.
The Offering is subject to receipt of all
necessary approvals, including the approval of the TSXV.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
These securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States or to U.S. persons unless registered or exempt
therefrom.
The Company today also announces that Pivot
Financial I Limited Partnership (“Pivot”) has
agreed, in principle, to amend the terms of the Company’s amended
and restated credit agreement between Pivot and the Company dated
August 31, 2021, as amended (the “Credit
Facility”), by, among other things, increasing the size of
the Credit Facility from $5 million to $6 million and extending the
maturity date of the Credit Facility from August 31, 2023 to
November 30, 2023 (the “Proposed Amended
Credit Facility”). The Proposed Amended Credit Facility
shall have an interest rate of 15% per annum.
Under the terms of the Proposed Amended Credit
Facility, Pivot and the third party guarantor of $1,000,000 of the
Proposed Amended Credit Facility (the
“Guarantor”), will each receive 2,500,000
compensation warrants (“Compensation Warrants”).
Each Compensation Warrant will be exercisable into one Share for a
period of 12 months at an exercise price of $0.10 per Share. In
accordance with the policies of the TSXV, the 2,500,000
compensation warrants previously issued to the Guarantor on April
20, 2023 will expire on the closing date of the Proposed Amended
Credit Facility and will be of no further force or effect.
The Proposed Amended Credit Facility is subject
to the above-mentioned Offering being fully subscribed, the
execution of definitive transaction documents and the receipt of
all necessary approvals.
The Company continues to be in full compliance
with its debt covenants.
About Kane Biotech
Kane Biotech is a biotechnology company engaged
in the research, development and commercialization of technologies
and products that prevent and remove microbial biofilms. The
Company has a portfolio of biotechnologies, intellectual property
(80 patents and patents pending, trade secrets and trademarks) and
products developed by the Company's own biofilm research expertise
and acquired from leading research institutions. StrixNB™,
DispersinB®, Aledex™, bluestem™, bluestem®, silkstem™, goldstem™,
coactiv+™, coactiv+®, DermaKB™ and DermaKB Biofilm™ are trademarks
of Kane Biotech Inc. The Company is listed on the TSXV under the
symbol "KNE" and on the OTCQB Venture Market under the symbol
“KNBIF.”
For more information: |
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Marc Edwards |
Ray Dupuis |
Nicole Sendey |
Chief Executive Officer |
Chief Financial Officer |
Investor Relations/PR |
Kane Biotech Inc |
Kane Biotech Inc |
Kane Biotech Inc |
medwards@kanebiotech.com |
rdupuis@kanebiotech.com |
nsendey@kanebiotech.com |
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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.
Caution Regarding Forward-Looking
InformationThis press release contains certain statements regarding
Kane Biotech Inc. that constitute forward-looking information under
applicable securities law. These statements reflect
management’s current beliefs and are based on information currently
available to management. Certain material factors or assumptions
are applied in making forward-looking statements, and actual
results may differ materially from those expressed or implied in
such statements. These risks and uncertainties include, but are not
limited to, risks relating to the Company’s: (a) financial
condition, including lack of significant revenues to date and
reliance on equity and other financing; (b) business, including its
early stage of development, government regulation, market
acceptance for its products, rapid technological change and
dependence on key personnel; (c) intellectual property including
the ability of the Company to protect its intellectual property and
dependence on its strategic partners; and (d) capital structure,
including its lack of dividends on its common shares, volatility of
the market price of its common shares and public company costs.
Further information about these and other risks and uncertainties
can be found in the disclosure documents filed by the Company with
applicable securities regulatory authorities, available
at www.sedar.com. The Company cautions that the foregoing list
of factors that may affect future results is
not exhaustive.
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