Helix BioPharma Corp. Closes $7.0 Million Private Placement
21 Agosto 2019 - 6:05PM
Helix BioPharma Corp. (TSX: “HBP”) (“Helix” or the “Company”), an
immuno-oncology company developing innovative drug candidates for
the prevention and treatment of cancer, today announced it has
closed a private placement financing of 13,725,000 units of the
Company and the disposition of a 25% stake of its wholly-owned
Polish subsidiary for aggregate gross proceeds of CAD $7,000,005.
The terms of the placement are for the purchase
of units at $0.455 per unit. Each unit is comprised of one common
share and one common share purchase warrant. Each common share
purchase warrant will entitle the holder to purchase one common
share at an exercise price of $0.72 and have an expiry of five
years from the date of issuance. In addition, the terms of the
private placement also include the disposition by the Company of
shares of its Polish subsidiary, Helix Immuno-Oncology S.A.
(“HIO”), representing 25% of the outstanding shares of HIO.
Mr. Jerzy Wilczewski (“Mr. Wilczewski”),
acquired 13,725,500 units of Helix in the private placement.
Following closing, Mr. Wilczewski’s holdings, including previously
held common shares and common share purchase warrants of the
Company (“Warrants”), represent approximately 15.70% of the issued
and outstanding common shares of the Company on a non-diluted basis
and 26.14% on a partially diluted basis, assuming the full exercise
of all Warrants that Mr. Wilczewski beneficially owns or exercises
control or direction over.
“My family wants to contribute to cancer
research development,” said Mr. Wilczewski. “I decided to make this
sizeable investment in Helix because I believe in the social
objective and the uniqueness of the Company’s technology. An
additional motivation for me is the ongoing research and
development work that the Company is carrying on in Poland.”
“On behalf of Helix, I thank Mr. Wilczewski for
his confidence and contribution,” said Dr. Heman Chao, Helix’s
Chief Executive Officer.
The issuance of the units under the private
placement would ordinarily require shareholder approval under the
requirements of the Toronto Stock Exchange (the “TSX”), since the
aggregate number of common shares issuable (including through the
exercise of Warrants) in successive private placements within the
last three months exceeds 25% of the issued and outstanding common
shares of the Company prior to the first such placement and since
Mr. Wilczewski would potentially become a “control person” of the
Company on exercise of the Warrants. However, Mr. Wilczewski has
undertaken not to exercise any Warrants where the exercise would
result in him owning 20% or more of Helix’s outstanding common
shares unless disinterested shareholder approval, or the approval
of the TSX, has been obtained. The Company intends to seek
shareholder approval for the creation of Mr. Wilczewski as a
control person at its annual general meeting to be held later this
year.
The Company intends to use the net proceeds of
the private placement for working capital and research and
development activities.
ACM Alpha Consulting Management AG provided
financial advisory services to Helix in connection with the private
placement.
About Helix BioPharma Corp.
Helix BioPharma Corp. is an immuno-oncology
company specializing in the field of cancer therapy. The company is
actively developing innovative products for the prevention and
treatment of cancer based on its proprietary technologies. Helix’s
product development initiatives include its novel L-DOS47 new drug
candidate and Chimeric Antigen Receptor (“CAR”) based cell
therapies. Helix is currently listed on the TSX under the symbol
“HBP”.
Investor RelationsHelix
BioPharma Corp.9120 Leslie Street, Suite 205Richmond Hill, Ontario,
L4B 3J9Tel: 905-841-2300Email: ir@helixbiopharma.com
Cautionary Statements
This news release may contain forward-looking
statements with respect to Helix, its operations, strategy,
financial performance and condition, including its activities
relating to its drug development program, any anticipated timelines
for the commencement or completion of certain activities such as
raising sufficient capital, merger and acquisition activity,
listing on a U.S. exchange and other information in future periods.
These statements generally can be identified by use of
forward-looking words such as “may”, “will”, “expect”, “estimate”,
“anticipate”, “intends”, “believe” or “continue” or the negative
thereof or similar variations. The actual results and performance
of discussed herein could differ materially from those expressed or
implied by such statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations, including: (i) Helix’s ability to operate as a going
concern being dependent mainly on securing sufficient additional
financing in order to fund its ongoing research and development and
other operating activities; (ii) the generally inherent uncertainty
involved in scientific research and drug development and those
specific to Helix’s pre-clinical and clinical development programs
(DOS47, L-DOS47, V-DOS47 and CAR-T); (iii) that any transactions
contemplated herein are completed; and (iv) those risks and
uncertainties affecting Helix as more fully described in Helix’s
most recent Annual Information Form, which is available at
www.sedar.com (together, the “Helix Risk Factors”). Certain
material factors and assumptions are applied in making the
forward-looking statements, including, without limitation, that
sufficient financing will be obtained in a timely manner to allow
Helix to continue operations and implement its clinical trials in
the manner and on the timelines anticipated and that the Helix Risk
Factors will not cause Helix’s actual results or events to differ
materially from the forward-looking statements. These cautionary
statements qualify all such forward-looking statements.
Forward-looking statements and information are
based on the beliefs, assumptions, opinions, plans and expectations
of Helix’s management on the date of this news release, and the
Company does not assume any obligation to update any
forward-looking statement or information should those beliefs,
assumptions, opinions, plans or expectations, or other
circumstances change, except as required by law.
The securities offered 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 account or benefit of, any U.S. persons (as defined
in Regulation S under the U.S. Securities Act) unless pursuant to
an exemption from those registration requirements. This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any such securities of Helix BioPharma Corp. in the
United States or any other jurisdiction.
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