Sirona Biochem Corp. (TSX-V: SBM) (FSE: ZSB) (OTC: SRBCF)
(“
Sirona” or the “
Company”) is
pleased to announce a non-brokered private placement offering of
unsecured, convertible debentures (the “
Convertible
Debentures”). The Company is offering Convertible
Debentures units (the “
Debenture Units”) at a
price of $1,000 per Debenture Unit for aggregate gross proceeds of
up to $1,500,000 (the “
Offering”).
Each Debenture Unit will have a face value of
(the “Face Value”) of $1,120, consisting of $1,000
in principal (the “Principal”) and $120 in prepaid
interest (the “Prepaid Interest”). The Principal
of the Debenture Units will accrue interest at a rate of 12% per
annum, which accrued interest (“Accrued Interest”)
will be paid semi-annually, in arrears. The Company will pay the
Prepaid Interest and Accrued Interest in cash or, subject to TSX
Venture Exchange (“TSXV”) acceptance, may elect to
satisfy payment in kind by issuing Shares (“Interest
Shares”). In the event of payment in kind, the number of
Interest Shares due will be calculated using a conversion price
(the “Interest Conversion Price”) equal to,
subject to acceptance by the TSXV, the maximum Discounted Market
Price (as defined in TSXV policies) on the applicable payment due
date.
The holder may, at its option, convert in full
or in part, the Principal at any time prior to the maturity date
(the “Maturity Date”), being the third anniversary
of the issue date, into units (the “Units”) of the
Company at $0.10 per Unit (the “Conversion
Price”). Upon conversion of the Principal, the Company
will pay Prepaid Interest and unpaid Accrued Interest in cash or,
subject to acceptance by the TSXV, in Interest Shares issued at the
Interest Conversion Price.
Each Unit will consist of one Share and one
non-transferable share purchase warrant (a
“Warrant”). Each Warrant will be exercisable by
the holder thereof to purchase one Share (a “Warrant
Share”) at an exercise price of $0.15 at any time prior to
the Maturity Date.
The Company shall have the right to redeem the
Convertible Debentures prior to the Maturity Date at any time after
6 months from the issue date, by paying holders in cash the Face
Value of the Convertible Debentures, together with all Prepaid and
Accrued Interest and a redemption penalty payment of 8% of the Face
Value. The Company shall give the holders 30 business days’ notice
(the “Redemption Notice”) to do so. On receipt of
a Redemption Notice, a holder may elect to convert all or part of
the Principal of the Convertible Debenture into Units at the
Conversion Price. All Prepaid and Accrued Interest in respect of
the Principal amount so converted shall be, at the election of the
holder, either paid in cash or, subject to acceptance by the TSXV,
converted into Shares at the Interest Conversion Price, by giving
the Company notice (the “Conversion Notice”)
within 10 business days of receipt of the Redemption Notice.
The closing of the Offering is subject to the
receipt of necessary regulatory approvals, including the approval
of the TSXV. The Convertible Debentures, Shares, Warrants and any
Warrant Shares will be subject to a four-month hold period under
applicable securities laws and TSXV policies. The Company may pay
eligible finders a fee in connection with the Offering.
The Company plans to use approximately 1/3 of
the net proceeds from the Offering for general corporate purposes,
and the remainder of the proceeds will used for research and
development expenses (including but not limited to, laboratory
staff salaries, laboratory materials and intellectual property
costs).
Dr. Howard Verrico, the Chief Executive Officer,
has agreed to subscribe for $500,000 of Debenture Units. Dr.
Verrico’s participation is a "related party transaction" within the
meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions. The Company intends to
rely on the exemptions from the formal valuation and minority
shareholder-approval requirements of MI 61-101 in respect of
related party participation in the Offering. The MI 61-101
exemptions are available as the fair market value of the Debenture
Units, and the fair market value of the consideration for the
Debenture Units, insofar as it involves Dr. Verrico and other
interested parties, will not exceed 25% of the Company's market
capitalization.
This news release does not constitute an offer
to sell or the solicitation of any offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The Convertible
Debentures and the Shares which may be issued on exercise thereof
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the U.S. Securities Act and applicable state securities laws.
About Sirona Biochem
Corp.
Sirona Biochem is a cosmetic ingredient and drug
discovery company with a proprietary platform technology. Sirona
specializes in stabilizing carbohydrate molecules with the goal of
improving efficacy and safety. New compounds are patented for
maximum revenue potential.
Sirona’s compounds are licensed to leading
companies around the world in return for licensing fees, milestone
fees and ongoing royalty payments. Sirona’s laboratory, TFChem, is
in France and is the recipient of multiple French national
scientific awards and European Union and French government grants.
For more information, please visit www.sironabiochem.com.
For more information regarding this press
release, please contact:
Investor Enquiries:Jonathan WilliamsManaging
DirectorMomentum PRPhone: 1.450.332.6939Email:
jwilliams@momentumpr.com
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.
Sirona Biochem cautions you that statements
included in this press release that are not a description of
historical facts may be forward-looking statements. Forward-looking
statements are only predictions based upon current expectations and
involve known and unknown risks and uncertainties. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of release of the
relevant information, unless explicitly stated otherwise. The terms
and phrases “expects”, “intends”, “is expected”, “potential”,
“suggests” or variations of such words or phrases, or statements
that certain actions, events or results “may”, “could”, “should”,
“would”, “might” or “will” be taken, occur or be achieved, and
similar terms and phrases are intended to identify these
forward-looking statements, including but not limited to statements
regarding: the completion of the Offering, receipt of approvals
related to the Offering, receipt of acceptance of the TSXV in
regards to payment on interest in kind, and the use of proceeds
from the Offering. The Company cautions that all forward-looking
information and statements are inherently uncertain and that actual
performance may be affected by a number of material factors, many
of which are beyond the Company’s control. Such factors include,
among other things: risks and uncertainties relating to the
Company’s ability to complete the proposed Offering. Sirona Biochem
does not assume any obligation to update any forward-looking
statements except as required by law.
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