Amended Small Company Offering and Sale of Securities Without Registration (d/a)
February 07 2022 - 10:23AM
Edgar (US Regulatory)
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NoneEntity Type | 0001454263 | ChondroGene Limited Lewis Brook Resources Ltd. GENENEWS LTD |
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Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
STAGEZERO LIFE SCIENCES LTD. |
| Jurisdiction of Incorporation/Organization |
| ONTARIO, CANADA |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
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| Within Last Five Years (Specify Year) | |
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| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| STAGEZERO LIFE SCIENCES LTD. | |
| Street Address 1 | Street Address 2 |
| 70 EAST BEAVER CREEK ROAD | UNIT 30 |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| RICHMOND HILL | ONTARIO, CANADA | L4B 3B2 | 905-209-2030 |
| Last Name | First Name | Middle Name |
| Howard-Tripp | James | R. |
| Street Address 1 | Street Address 2 |
| 70 East Beaver Creek Road | Unit 30 |
| City | State/Province/Country | ZIP/Postal Code |
| Richmond Hill | ONTARIO, CANADA | L4B 3B2 |
| Relationship: |
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| Executive Officer |
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| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Glorikian | Harry | |
| Street Address 1 | Street Address 2 |
| 70 East Beaver Creek Road | Unit 30 |
| City | State/Province/Country | ZIP/Postal Code |
| Richmond Hill | ONTARIO, CANADA | L4B 3B2 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| MacRae | Garth | |
| Street Address 1 | Street Address 2 |
| 70 East Beaver Creek Road | Unit 30 |
| City | State/Province/Country | ZIP/Postal Code |
| Richmond Hill | ONTARIO, CANADA | L4B 3B2 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Huston | Richard | Janice |
| Street Address 1 | Street Address 2 |
| 70 East Beaver Creek Road | Unit 30 |
| City | State/Province/Country | ZIP/Postal Code |
| Richmond Hill | ONTARIO, CANADA | L4B 3B2 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Riggs | Rory | |
| Street Address 1 | Street Address 2 |
| 70 East Beaver Creek Road | Unit 30 |
| City | State/Province/Country | ZIP/Postal Code |
| Richmond Hill | ONTARIO, CANADA | L4B 3B2 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
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| Agriculture | | Health Care |
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| Retailing |
| | Banking & Financial Services | |
x
| Biotechnology |
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| Restaurants |
| |
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| Commercial Banking | |
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| Health Insurance | | Technology |
| |
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| Insurance | |
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| Hospitals & Physicians | |
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| Computers |
| |
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| Investing | |
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| Pharmaceuticals | |
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| Telecommunications |
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| Investment Banking | |
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| Other Health Care | |
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| Other Technology |
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| Pooled Investment Fund
| | | | | Travel |
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| Other Banking & Financial Services |
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| Manufacturing | |
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| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
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| Commercial | |
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| Tourism & Travel Services |
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| Construction | |
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| Other Travel |
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| REITS & Finance |
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| Other |
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| Residential | |
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| Other Real Estate | |
|
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| Business Services | |
| | Energy | |
| |
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| Coal Mining | |
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| Electric Utilities | |
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| Energy Conservation | |
| |
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| Environmental Services | |
| |
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| Oil & Gas | |
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| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
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| No Revenues |
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| No Aggregate Net Asset Value |
|
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| $1 - $1,000,000 |
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| $1 - $5,000,000 |
|
x
| $1,000,001 - $5,000,000 |
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| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
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| $25,000,001 - $50,000,000 |
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| $25,000,001 - $100,000,000 |
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| $50,000,001 - $100,000,000 |
|
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| Over $100,000,000 |
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| Over $100,000,000 |
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| Decline to Disclose |
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| Decline to Disclose |
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| Not Applicable |
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| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
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| Rule 504(b)(1) (not (i), (ii) or (iii)) |
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| Rule 505 |
|
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| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
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| Rule 504 (b)(1)(ii) |
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| Rule 506(c) |
|
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| Rule 504 (b)(1)(iii) |
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| Securities Act Section 4(a)(5) |
| |
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| Investment Company Act Section 3(c) |
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| New Notice | Date of First Sale | 2021-11-26 |
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| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
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| Yes |
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| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
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| Pooled Investment Fund Interests |
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| Equity |
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| Tenant-in-Common Securities |
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| Debt |
|
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| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | Each unit consists of one common share and one transferable share purchase warrant. Each whole warrant is exercisable for one additional share until November 25, 2025 at Cdn$0.56 per share. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
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| None |
| H.C. Wainwright & Co., LLC | 375 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 430 Park Avenue | 4th Floor |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10022 |
| State(s) of Solicitation |
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| All States |
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| Foreign/Non-US |
NEW YORK
TEXAS
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| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 7399579 USD |
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Indefinite |
| Total Amount Sold | $ 3288702 USD | |
| Total Remaining to be Sold | $ 4110877 USD |
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Indefinite |
| |
| Clarification of Response (if Necessary) |
| The additional $4,110,877.00 may be received upon the exercise of share purchase warrants sold inside or outside the U.S. Dollar amounts are based on the Bank of Canada average rate of exchange reported on November 26, 2021, which wad Cdn$1.2771=USD$1.00. |
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| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 6 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
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| Sales Commissions | $ 524960 USD |
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| Estimate |
| Finders' Fees | $ 0 USD |
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| Estimate |
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| Clarification of Response (if Necessary) |
| Includes broker warrants to purchase750,000 common shares of the issuer at Cdn$0.56 per share for a period of 4 years. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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