Therma Bright Announces: Further Testing of TherOZap™ Technology at Inhibiting Zika and Other Mosquito Borne Diseases, ...
23 Abril 2018 - 9:00AM
InvestorsHub NewsWire
Therma Bright
Announces: Further Testing of
TherOZap™
Technology at
Inhibiting Zika and Other Mosquito Borne
Diseases, Proposed Financings and
Acquisition
Update
Toronto, Ontario -- April 23, 2018 -- InvestorsHub
NewsWire -- Therma Bright Inc. (TSXV: THRM), ("Therma
Bright" or the "Company"), a progressive
medical device technology company, provides the following
updates:
Therma Bright to conduct further testing of
TherOZap™ technology
at inhibiting Zika and other mosquito borne
diseases
Therma Bright announces that further to its press release on
January 8, 2018 outlining results indicating effectiveness of its
TherOZap™ technology in inhibiting the
Zika virus, that the Company will continue testing
of the TherOZap™ technology against the
Zika virus and other mosquito borne diseases.
After consultation with various research laboratories specialized
in studying mosquito borne disease, Therma Bright intends to test
the TherOZap™ technology against the Zika
and Dengue viruses. According to the World Health
Organization: “Dengue effects a much larger percentage of the world
population with about half of
the world's population now at risk. Dengue is found in tropical and
sub-tropical climates worldwide, mostly in urban and semi-urban
areas. Severe dengue is a leading cause of serious illness and
death among children in some Asian and Latin American
countries.”
The Dengue, Zika and West Nile viruses are spread by the same
mosquito which is known as the Aedes Aegypti mosquito. The
Aedes Aegypti mosquito is known as a prolific daytime biter which
often makes it harder for people to protect themselves after an
infectious bite. Therma Bright intends to test its
TherOZap™ technology and hopes to prove
the technology will be effective as a second line of defense after
someone has been bitten. Therma Bright looks forward to
reporting back to shareholders in the near future as the next round
of research begins.
Mr. Rob Fia, CEO, commented:
“We are excited to continue testing our patent pending
TherOZap™ technology to inhibit the Zika virus and now potentially
the Dengue virus. We’ve learned a lot about the Zika virus through
consultation with research groups and it is interesting to learn
that the Zika and Dengue viruses may be susceptible to die-off with
the use of our TherOZap™
technology.”
Equity Private
Placement
Therma Bright announces it
intends to offer, by way of a non-brokered private placement
(the “Equity Financing”), units of the Company
(“Units”) at a price of $0.05 per Unit, subject to
approval of the TSX Venture Exchange (“TSXV”).
Each Unit will consist of one common share and one common share
purchase warrant. Each warrant will entitle the holder to purchase
one common share for three years at a price of $0.05/share in the
first year and thereafter at $0.10/share, subject to acceleration,
at the option of the Company, in the event that its common shares
trade at or above $0.13/share for 10 consecutive trading days
following the date which is four months and one day from the
closing date, and the Company has provided warrant holders with 30
days prior written notice of the accelerated warrant exercise
date.
It is anticipated that insiders of Therma Bright will subscribe for
up to 5,000,000 Units for gross proceeds of up to $250,000 under
this Equity Financing. In connection with this Equity Financing,
Mr. Rob Fia, President and Chief Executive Officer of the Company
has agreed to sell up to $250,000 worth of common shares from his
personal shareholdings to a private investor(s) at current market
prices. Mr. Fia intends to use all of the proceeds from the
sale of these shares to purchase Units under the Equity
Financing.
The issuance of Units to Mr. Fia and other insiders under the
Equity Financing is considered to be a related party transaction
subject to TSXV Policy 5.9 and Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions. The Company intends to rely on exemptions from
the formal valuation and minority shareholder approval requirements
provided under sections 5.5(a) and 5.7(a) of Multilateral
Instrument 61-101 on the basis that the value of securities to be
purchased by Mr. Fia and other insiders under this financing will
not exceed 25% of the fair market value of the Company's market
capitalization.
In connection with Units sold to non-insiders, the Company may pay
a finder’s fee in cash, shares or warrants, or a combination
thereof, to eligible persons, subject to and in compliance with
regulatory policies.
Proceeds received from the Equity Financing may be used to pay any
initial payment that may be due under the asset purchase agreement
if new terms are negotiated (see below) and for general working
capital. In the event the asset purchase transaction does not
proceed, all funds raised in this financing will be used for
general working capital.
Debenture
Financing
In addition to the Equity
Financing, Therma Bright also intends to offer convertible
debentures (“Debentures”) to eligible investors,
subject to TSXV approval. Three-year Debentures will be
offered in principal amounts of $1,000 per Debenture, with 8%
interest payable thereon. A minimum of 12 months’ interest on
the full principal amount will be payable, regardless of whether
the Debenture is converted prior to such time. Subject to
prior TSXV approval, interest may be paid in shares at the market
price of the Company’s common shares at the time of
conversion.
The Debentures will be
convertible into units of the Company at a conversion price of
$0.05/unit if converted in the first year and thereafter at
$0.10/unit. Each unit will be comprised of one common
share and one-fifth (1/5) of one common share purchase
warrant. Each whole warrant will be exercisable for one
common share for a period of two years from the date of issue of
the warrant at an exercise price of $0.05 if exercised on or before
the date that is one year from the date of issuance of the
Debenture or thereafter at an exercise price of $0.10. No
fractional warrants will be issued, and such fraction will instead
be rounded up or down to the nearest whole warrant, with 0.5 of a
warrant being rounded up. The
subscriber may convert the Debenture at any time until the maturity
date. The Company may convert the Debenture on the earlier
of, and at any time thereafter: (a) at any time after the
date that is 12 months after the date of issue of the Debentures
until the maturity date; and (b) the 16th day after the
closing price of the Company’s common shares on the TSXV exceeds
$0.075 for fifteen (15) consecutive trading days, provided such
conversion date is at least six (6) months after the date of issue
of the Debentures.
Therma Bright may, at its
option, subject to providing not more than 60 and not less than 30
days prior notice, redeem the Debentures in whole or in
part.
Proceeds received from this Debenture financing may be used to pay
any initial payment that may be due under the asset purchase
agreement if new terms are negotiated (see below) and for general
working capital. In the event the asset purchase transaction
does not proceed, all funds raised in this financing will be used
for general working capital.
Status of Asset Purchase Agreement
Therma Bright announces that further to its news releases of March
14, 2018 and April 3, 2018, it is still in negotiations to amend
the terms of the asset purchase agreement relating to the Company’s
proposed acquisition of the ClearTouch® nail
phototherapy device (the “Nail Product”) and the no!no!
skin® phototherapy acne device (the “Acne
Product”, and together with the Nail Product, the “Purchased
Products”), together with certain assets relating to the Purchased
Products, but excluding any liabilities related thereto. At
this time, the parties have not reached agreement on amended terms
and although the Company is optimistic it will reach an agreement
it cannot provide assurances that the transaction will
proceed. Therma Bright will provide further updates on this
transaction when available.
About Therma Bright
Inc.:
Therma Bright is a progressive
medical device technology company focused on providing consumers
with quality medical devices that address their dermatological
needs. Clear and healthy skin for all is at the core of the
Company’s philosophy as is the belief that such outcomes should not
be a privilege for only those who can afford costly procedures and
treatments. The Company's breakthrough proprietary technology
delivers effective, non-invasive and pain free skin
care.
Therma Bright received a Class
II medical device status from the FDA for its platform technology
that is indicated for the relief of the pain, itch, and
inflammation from over 20,000 different insect stings and
bites, (including bees, wasps, hornets, mosquitoes, black
flies and jellyfish). The Company received approval for the above
claims from FDA (United States) in 1997.
Therma Bright Inc. trades on
the TSXV (TSXV: THRM). For more information visit: www.thejenexcorporation.com
or
www.therozap.com.
For further information please
contact:
Therma Bright Inc.
Rob Fia
CEO
rfia@thejenexcorporation.com
FORWARD LOOKING
STATEMENTS
Certain statements in this news
release constitute "forward-looking" statements. These statements
relate to future events or the Company's future performance and
include the proposed acquisition of the Purchased Products, the
closing of the Equity Financing and the Debenture financing, and
the extension of testing of other existing products, all as
described in the news release. All such statements involve
substantial known and unknown risks, uncertainties and other
factors which may cause the actual results to vary from those
expressed or implied by such forward-looking statements. In
addition to other risks, the Company may not complete all or any of
the transactions as described in this news on the timelines
described. Forward-looking statements involve significant risks and
uncertainties, they should not be read as guarantees of future
performance or results, and they will not necessarily be accurate
indications of whether or not such results will be achieved. Actual
results could differ materially from those anticipated due to a
number of factors and risks. Although the forward-looking
statements contained in this news release are based upon what
management of the Company believes are reasonable assumptions on
the date of this news release, the Company cannot assure investors
that actual results will be consistent with these forward-looking
statements. The forward-looking statements contained in this press
release are made as of the date hereof and the Company disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required under applicable securities
regulations.
Neither the TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this press
release.
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