Breathtec Announces Signing of Definitive Agreement to Acquire Nash Pharmaceuticals
October 09 2018 - 7:00AM
Breathtec Biomedical Inc. (CSE: BTH) (CNSX: BTH)
(FRANKFURT: BTI) (OTCQB: BTHCF) (the
“
Company” or “
Breathtec”) is
pleased to announce that further to its press release of August 2,
2018, it has signed a share exchange agreement dated October 5,
2018 (the “
Definitive Agreement”) among the
Company, Nash Pharmaceuticals Inc. (“
Nash Pharma”)
and the securityholders of Nash Pharma to acquire all of the issued
and outstanding securities of Nash Pharma (the
“
Transaction”).
Nash Pharma is a clinical stage pharmaceutical
development company focused on drug repurposing in the areas of
non–alcoholic steatohepatitis, chronic kidney disease and
inflammatory bowel disease.
“This is a very exciting time for the Company
and its shareholders,” said Christopher J. Moreau, CEO of
Breathtec. “Nash Pharma through its drug re-purposing research
program has discovered a number of compounds, already approved for
other indications, that have shown efficacy in three new key
disease areas that pose global health issues. We look forward to
providing details on each research program including an overview of
the data shortly.”
In consideration for the Transaction and
pursuant to the terms of the Definitive Agreement, and on closing
thereof (“Closing”), the Company will issue an
aggregate of 15,800,000 common shares in the capital of the Company
(the “Payment Shares”) pro rata to the holders of
Nash Pharma common shares at a deemed price of $0.24 per Payment
Share. The Payment Shares will be subject to escrow
conditions and/or resale restrictions as required by applicable
securities laws and the policies of the Canadian Securities
Exchange (the “CSE”).
In addition, at Closing, all outstanding
unexercised warrants to acquire Nash Pharma common shares pursuant
to outstanding Nash Pharma warrants (“Nash Pharma
Warrants”) will be cancelled. In consideration for
such disposition, the holders of Nash Pharma Warrants will receive
the right (a “Replacement Warrant”), to acquire
one common share in the capital of Breathtec. The exercise price
under each Replacement Warrant will be equal to the exercise price
at the time of Closing under the particular Nash Pharma Warrant
that was cancelled in consideration for such Replacement
Warrant. The Company is expected to issue 14,800,000
Replacement Warrants at Closing.
Closing of the Transaction remains subject to
certain closing conditions, including, obtaining all necessary
approvals, including, approval of the CSE. There can be no
assurance that the Transaction will be completed as proposed or at
all. Closing of the Transaction is expected to occur on or
about October 17, 2018.
None of the securities to be issued pursuant to
the Transaction have been or will be registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state securities laws, and any
securities issued pursuant to the Transaction are anticipated
to be issued in reliance upon available exemptions from such
registration requirements pursuant to Rule 506(b) of Regulation D
and/or Section 4(a)(2) of the U.S. Securities Act and applicable
exemptions under state securities laws. In addition, the securities
issued under an exemption from the registration requirements of the
U.S. Securities Act will be “restricted securities” as defined
under Rule 144(a)(3) of the U.S. Securities Act and will contain
the appropriate restrictive legend as required under the U.S.
Securities Act.
About Nash Pharmaceuticals Inc.
Nash Pharma is a Canadian based, privately held
drug development company focusing on developing repurposed
therapeutic drugs. Drug repurposing (also known
as re-profiling, re-tasking or therapeutic switching) is the
application of approved drugs and compounds to treat
a different disease than what it originally developed for. Nash
Pharma’s business model seeks to minimize investment and drug
development risk by taking advantage of regulatory approved drugs
and discovering alternative clinical uses by accelerating entry
into phase II clinical trials (humans).
The benefit of this approach to
drug development is that if promising data is generated
from early animal model research, the drug can often be moved
immediately into phase II studies without having the costs and
risks associated with preclinical work. The preclinical work phase
is the highest risk phase of drug development and can
take up to 8 years to complete. A phase II study provides
the greatest opportunity for significant value creation for a
drug development company.
About Breathtec Biomedical Inc. Breathtec was
formed to propel innovative research in the area of airborne
analysis as a medical screening tool. Our efforts are aimed at
leading the development of commercially viable methods for the
early screening of certain pathogens. Our primary avenue of
investigation is focused on innovation and advances in the field of
specialized mass spectrometry. For more information,
visit www.breathtecbiomedical.com.
CONTACT INFORMATION
Christopher J. Moreau CEOBreathtec BioMedical Inc.604.398.4175
ext 701info@breathtechbiomedical.com
investors@breathtecbiomedical.com www.breathtecbiomedical.com
The CSE does not accept responsibility
for the adequacy or accuracy of this release.
Neither the Canadian Securities Exchange nor its Market
Regulator (as that term is defined in the policies of the Canadian
Securities Exchange) accepts responsibility for the adequacy or
accuracy of this release. The Canadian Securities Exchange has not
in any way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press
release.
CAUTIONARY DISCLAIMER STATEMENT: No Securities
Exchange has reviewed nor accepts responsibility for the adequacy
or accuracy of the content of this news release. This news release
contains forward-looking statements relating to product
development, licensing, commercialization and regulatory compliance
issues and other statements that are not historical facts.
Forward-looking statements are often identified by terms such as
“will”, “may”, “should”, “anticipate”, “expects” and similar
expressions. All statements other than statements of historical
fact, included in this release are forward-looking statements that
involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from the Company’s expectations include the
failure to satisfy the conditions of the relevant securities
exchange(s) and other risks detailed from time to time in the
filings made by the Company with securities regulations. The reader
is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from
those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the
control of the Company. The reader is cautioned not to place undue
reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may
differ materially from those anticipated. Forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news
release and the Company will update or revise publicly any of the
included forward-looking statements as expressly required by
applicable law.