VANCOUVER, BC—(Marketwired – January 31, 2017) – Sirona Biochem Corp. (TSX VENTURE: SBM) (FRANKFURT: ZSB) (XETRA: ZSB) announced today a non–brokered private placement (the “Private Placement”) of convertible notes (“Notes”) for gross proceeds of up to $600,000. Each Note will be convertible at the option of the holder into one common share of the company at a conversion price of $0.18 per share during the 18 month term of the Notes.
The Notes will mature in 18 months from the date of issuance and bear interest at the rate of 12% per annum, payable quarterly, until the Notes are converted or repaid. The company will be entitled to repay the principal amount of the Notes, together with accrued and unpaid interest, at any time commencing four months after the date of issuance, subject to giving the holders prior notice thereof to permit holders to convert during the notice period. The Notes are unsecured and transferable, subject to resale restrictions under applicable securities laws and TSX Venture Exchange requirements.
Sirona Biochem intends to use the net proceeds from the Private Placement for general working capital, and to support the company's efforts to secure a licensing agreement for its skin lightening compound, TFC–1067. The company is expecting to receive a term sheet for a licensing transaction for TFC–1067 in Q1 2017 but there can be no assurances that a licensing agreement will be entered into on terms acceptable to Sirona Biochem or at all. The Company may pay fees of 7% in cash to qualified finders.
All securities issued in connection with the private placement will be subject to a statutory hold period of four months commencing from the date of issuance of the Notes. Closing of the private placement is subject to customary conditions, including TSX Venture Exchange acceptance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
In addition, the Company announces an extension to the term of 8,865,970 common share purchase warrants (the “Warrants”) originally issued on March 6, 2014. The warrants were issued as part of a private placement. The expiry dates will be extended as follows:
March 6, 2014
|Number of Warrants:||8,865,970|
|Original Expiry Date of Warrants:||March 6, 2017|
|New Expiry Date of Warrants:||April 30, 2017|
|Exercise Price of Warrants:||$0.20|
All other terms of the Warrants will remain unchanged.
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 located 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.
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. Actual results, performance or achievement could differ materially from those expressed in, or implied by, Sirona Biochem's forward–looking statements due to the risks and uncertainties inherent in Sirona Biochem's business including, without limitation, statements about: a third party potential licensees of TFC–1067 may not deliver a term sheet to the company in Q1 2017 or at all; the company may not be able to negotiate a license agreement with a potential licensees of TFC–1067 on terms acceptable to Sirona Biochem; the progress and timing of its clinical trials are uncertain; difficulties or delays in development, testing, obtaining regulatory approval, producing and marketing products; unexpected adverse side effects or inadequate therapeutic efficacy of the company's or licensed products that could delay or prevent product development or commercialization; the scope and validity of patent protection for the company's or licensed products; competition from other pharmaceutical or biotechnology companies; and its ability to obtain additional financing to support its operations. Sirona Biochem does not assume any obligation to update any forward–looking statements except as required by law.