Kane Biotech Inc. (TSX-V:KNE OTCQB:KNBIF) (the
“
Company”, “
Kane” or
“
Kane Biotech”) announces that on September 11,
2023 it has fully subscribed and closed its previously announced
non-brokered private placement offering (the
“
Offering”) of units of the Company
(“
Units”). Kane issued 6,250,000 Units at a price
of $0.08 per Unit for aggregate gross proceeds of $500,000. Each
Unit is 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 entitles 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 (the “Call
Right”). 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 closing of this Private Placement, during a
period of very challenging external capital market conditions,
comes at an opportune time as we proceed towards three major
milestones: (1) The commercial launch of our coactiv+TM
Antimicrobial Wound Gel cleared by the U.S. Food and Drug
Administration in May 2023, (2) The kick-off of our U.S. Department
of Defense funded Phase 1 clinical trial for our DispersinB® Wound
Gel and (3) The strategic review of our STEM Animal Health
subsidiary,” said Ray Dupuis, Chief Financial Officer.
President and Chief Executive Officer, Marc
Edwards, and Chief Financial Officer, Raymond Dupuis participated
in the Offering (the “Insider Subscription”). The
Insider Subscription is deemed to be a "related party transaction"
as defined under Multilateral Instrument 61-101- Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the formal valuation
and minority approval requirements for related party transactions
pursuant to Subsection 5.5(a) and Subsection 5.7(a) of MI 61-101,
respectively.
The net proceeds of the Offering will be used
for working capital and general corporate purposes.
All securities issued in connection with the
Offering are subject to a hold period of four-months and one day in
Canada.
The closing of the Offering remains subject to
the final approval of the TSX Venture Exchange.
The Company also announces that on September 11,
2023, the Company and Pivot Financial I Limited Partnership
(“Pivot”) entered into a definitive agreement 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
“Amended Credit Facility”). The Amended Credit
Facility has an interest rate of 15% per annum.
Under the terms of the Amended Credit Facility,
Pivot and the third party guarantor of $1,000,000 of the Amended
Credit Facility (the “Guarantor”), each received
2,500,000 compensation warrants (“Compensation
Warrants”). Subject to the Call Right, each
Compensation Warrant is 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 Amended Credit Facility and will be of no
further force or effect.
“I’d like to once again thank Pivot for their
ongoing support,” added Mr. Dupuis.
The closing of the Amended Credit Facility
remains subject to the final approval of the TSX Venture
Exchange.
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.
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.”
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.
For more information:
Marc Edwards
Chief Executive Officer
Kane Biotech Inc
medwards@kanebiotech.com
Ray Dupuis
Chief Financial Officer
Kane Biotech Inc
rdupuis@kanebiotech.com
Nicole Sendey
Investor Relations/PR
Kane Biotech Inc
nsendey@kanebiotech.com
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