o None
Entity Type
0001454263
ChondroGene Limited
Lewis Brook Resources Ltd.
GENENEWS LTD
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 STAGEZERO LIFE SCIENCES LTD.
Jurisdiction of Incorporation/Organization
ONTARIO, CANADA
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o 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 



3. Related Persons
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: x Executive Officer x Director o 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: o Executive Officer x Director o 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: o Executive Officer x Director o 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: o Executive Officer x Director o 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: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   x Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
x $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
o New Notice Date of First Sale  2021-11-26 o First Sale Yet to Occur
x Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? x Yes o No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o 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? o Yes x No
 
Clarification of Response (if Necessary)  
  

11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation
Recipient Recipient CRD Number o 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 o All States o Foreign/Non-US
 NEW YORK
 TEXAS
 

 



13. Offering and Sales Amounts
Total Offering Amount $ 7399579 USD o Indefinite
Total Amount Sold $ 3288702 USD  
Total Remaining to be Sold $ 4110877 USD o 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.


14. Investors
o 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.
Sales Commissions $ 524960 USD o Estimate
Finders' Fees $ 0 USD o Estimate
 
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.


16. Use of Proceeds
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 o
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