- Company filing date moved from April
29 to estimate of May 1 to
allow auditors to complete audit delayed as a result of COVID-19
situation
- Filing extension provided by Ontario Securities Commission on
March 23, 2020 in response to
COVID-19 pandemic
TORONTO, April 28, 2020 /CNW/ - Khiron Life Sciences Corp.
("Khiron" or the "Company") (TSXV: KHRN), (OTCQX: KHRNF),
(Frankfurt: A2JMZC), a vertically
integrated cannabis leader with core operations in Latin America, announces that it will delay
the filing of its audited financial statements and accompanying
management's discussion and analysis for the year ended
December 31, 2019 and is relying on
the filing extension provided by the Ontario Securities Commission
on March 23, 2020, in response to the
COVID-19 pandemic. The relief measures are contained in
Ontario Instrument 51-502 entitled "Temporary Exemption from
Certain Corporate Finance Requirements" (the "Exemption").
While the Company prepared for and expected that its 2019
year-end financial results would be released by the April 29, 2020 filing deadline, it was informed
by the Company's independent auditors, MNP LLP ("MNP"), that they
are unable to complete the audit in time for the filing deadline
due to delays caused by the COVID-19 situation. MNP is
working diligently to complete the audit and the Company estimates
that its financial statements and management's discussion and
analysis will now be filed on May 1,
2020.
The Exemption provides, among other relief, a 45-day extension
of the deadline for certain filings required to be made on or prior
to June 1, 2020, subject to certain
conditions, including the issuing and filing on SEDAR of a press
release in advance of the filing deadline, including certain
prescribed information. Khiron will be relying on the
Exemption in respect of the filing of its financial statements and
management's discussion and analysis and related CEO and CFO
certifications for the year ended December
31, 2019.
Blackout in Effect for Management and Other
Insiders
The Company also confirms that its management and
other insiders are subject to an insider trading black-out policy
that reflects the principles in section 9 of National Policy 11-207
Failure-to-File Cease Trade Orders and Revocations in Multiple
Jurisdictions ("National Policy 11-207"). Consistent with
National Policy 11-207, management and insiders of Khiron are
prohibited from trading the securities of the Company until the
second trading day after the filings have been disclosed by way of
a news release.
Material Business Developments
In order to rely on the
Exemption, companies are also required to provide an update of any
material business developments since the filing of their last
financial reports. The Company is providing the following
update since the filing of its financial results for the quarter
ended September 30, 2019:
Operations
- In March 2020, Khiron became the
first company to commercialize medical cannabis in Colombia.
On March 20, 2020, the Company
received certification of Good Elaboration Practices for Magistral
Preparations with Cannabis (GEP). As a result, the Company is now
fully authorized to manufacture high- and low-THC magistral
preparations in Colombia and to
dispense prescriptions of full-spectrum, high CBD
formulations. The Company anticipates that it will also be
fully authorized to fulfill prescriptions and dispense psychoactive
(high-THC) medical cannabis once the pharmacies are authorized by
the Narcotics National Fund (FNE).
- The Company announced on February 26,
2020 that it had received commercial cultivation quotas from
the Colombian Technical Quotas Group ("TQG"), to cultivate 9.3 tons
of psychoactive cannabis for national and export purposes in 2020,
representing 17% of Colombia's
total production quota for 2020. Out of the total of 9.3
tons, 50% is designated for Colombian domestic distribution, while
50% is designated for international export purposes to countries
that include Peru, Uruguay and Brazil. The Company was
subsequently granted quotas from TQG on March 1, 2020, which authorize the Company to
manufacture high THC, whole-plant extracts of cannabis for both
domestic distribution and international export. The Company's
cultivation and laboratory facilities in Ibague, Colombia remain fully operational during the
COVID-19 pandemic, under an exemption from the Government of
Colombia as an essential
service.
- Khiron's clinics, including ILANS and the recently launched,
15,000 sq. ft. Zerenia clinic in Bogota's medical services district, continue
to operate under an essential services exemption from the
Government of Colombia, with
appropriate safety procedures in place. While certain
invasive procedures such as neurosurgeries have been suspended,
Khiron continues to provide clinical and prescribing services via a
combination of in person, in home and telemedicine consultations to
ensure continuity of treatment for its network of over 120,000
patients. The Company has also implemented home delivery
services to ensure patients can continue to receive their
prescriptions for medical cannabis and other drugs.
- As recently announced on April 22,
2020, Khiron has entered into a sales and distribution
agreement with Locatel, a pharmacy, healthcare products, and
medical equipment retailer with a database of over 2 million
patients in Colombia to bring
Khiron's medical cannabis products to Locatel's pharmacies and
medical equipment stores in Bogota
and Cartagena.
- Khiron announced on April 3, 2020
that it had finished the 2019 calendar year with approximately
$36 Million CAD in cash and working
capital. The Company continues to focus on liquidity measures
announced on March 20, 2020 during
the current period of economic instability, including the
following:
-
- Uruguay: The Company has
decided to suspend construction of cultivation assets in
Uruguay for the time being.
- Wellness/CPG: The Company is significantly reducing sales and
marketing spending for Kuida in the European and US markets. The
Company intends to continue its current marketing efforts in
Colombia.
- Dixie JV: The Company and Dixie Brands Inc. ("Dixie") have
terminated the joint venture that was announced on January 30, 2019, due to the planned merger of
Dixie with BR Brands, LLC, announced by Dixie on March 9, 2020.
Normal Course Issuer Bid
- To date, Khiron has re-purchased for cancellation, 511,500
shares of the Company pursuant to the Normal Course Issuer Bid (the
"NCIB") announced by the Company on February
11, 2020, pursuant to which the Company may repurchase, for
cancellation, up to 5,830,615 common shares of the Company
("Shares"), representing approximately 5% of the Company's
presently issued and outstanding Shares.
Changes to Board of Directors and Audit Committee
- Joseph Mimran has resigned as
director of the Company's subsidiary, Khiron Colombia S.A.S.
("Khiron Colombia") effective April 28,
2020, to focus on other commitments. The Company thanks Mr.
Mimran for his contribution to Khiron Colombia and wishes him well
in his other endeavors.
- Following the previously announced resignation of Sidney Himmel from Khiron's Board of Directors
and as Chair of the Audit Committee effective November 29, 2019, Deborah Rosati was appointed as a director of
the Company and as Chair of the Audit Committee. Alvaro Torres, Khiron's CEO, was appointed as
Interim Chair of the Board until Mr. Himmel's successor was
appointed. The Company's search for a new independent
director and member of the audit committee has been delayed due to
COVID-19. Mr. Torres was appointed to fill the vacancy on the
Audit Committee effective April 22,
2020.
About Khiron Life Sciences Corp.
Khiron Life Sciences
Corp. is the dominant integrated medical cannabis company in
Latin America. Khiron has core
operations in Latin America, along
with activity in North America and
Europe, and is licensed in
Colombia for the cultivation,
production, domestic distribution, and international export of both
tetrahydrocannabinol (THC) and cannabidiol (CBD) medical cannabis.
The Company delivers best in class regulatory compliance, has the
first approved line of CBD cosmetic products on shelf
in Colombia, and is fully authorized to manufacture high- and
low-THC medical cannabis, and to fill prescriptions for low-THC
medical cannabis in the country.
With a focused regional strategy and patient oriented
approach, the Company combines global scientific expertise,
agricultural advantages, branded product market entrance
experience and education to drive prescription and brand
loyalty to address priority medical conditions such as chronic
pain, epilepsy, depression and anxiety in the Latin American
market of over 620 million people. The Company is led by Co-founder
and Chief Executive Officer, Alvaro
Torres, together with an experienced executive team,
and a knowledgeable Board of Directors that includes former
President of Mexico, Vicente Fox.
Visit Khiron online at www.khiron.ca and on Instagram
@khironlife
Cautionary Notes
Forward-Looking Statements
This press release may contain certain "forward-looking
information" and "forward-looking statements" within the meaning of
applicable securities legislation. All information contained herein
that is not historical in nature may constitute forward-looking
information. Khiron undertakes no obligation to comment analyses,
expectations or statements made by third-parties in respect of
Khiron, its securities, or financial or operating results (as
applicable). Although Khiron believes that the expectations
reflected in forward-looking statements in this press release are
reasonable, such forward-looking statement has been based on
expectations, factors and assumptions concerning future events
which may prove to be inaccurate and are subject to numerous risks
and uncertainties, certain of which are beyond Khiron's control,
including the risk factors discussed in Khiron's Annual Information
Form which is available on Khiron's SEDAR profile
at www.sedar.com. The forward-looking information contained in
this press release is expressly qualified by this cautionary
statement and are made as of the date hereof. Khiron disclaims any
intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
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SOURCE Khiron Life Sciences Corp.