- $400,000 investment from insiders brings total insiders' investments to $1.2 M over last 6 months
MONTREAL, April 22, 2020 /CNW/ - Ortho Regenerative Technologies Inc. (CSE: ORTH) ("Ortho RTI" or the "Company"), an emerging orthobiologics company, announced today that it has closed a non-brokered $1.1 million private placement of convertible debenture units (the "Private Placement").
The Company issued 1,060 unsecured convertible debenture units (the 'Units") at a purchase price of $1,000 per Unit for total gross proceeds of $1,060,000. Each Unit consist of one 10% unsecured convertible debenture in the principal amount of $1,000 (each, a "Debenture") convertible at a $0.30 price per Class "A" share of the Company ("Common Shares") and 2,000 Class "A" share purchase warrants (each, a "Warrant"), expiring 24 months after the date of issuance of such Warrants. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 ("Exercise Price"). The Warrants will automatically convert into Common Shares of the Company at the Exercise Price in the event that the volume weighted average price over any 20 consecutive trading days is greater or equal to $1.00. Both the Debentures and the Warrants have a maturity date of April 21, 2022.
"We welcome our new shareholders who share management's enthusiasm towards our clinical-stage program," said Claude LeDuc CEO of Ortho Regenerative Technologies. "Over the last 6 months, we have successfully raised more than $2.3 million including $1.2 million from insiders. This is a strong validation of confidence in our company's overall direction. The additional financial support from Board members and management further demonstrate continued commitment and conviction in our ORTHO-R program as well as many other fast-developing corporate initiatives".
The net proceeds from the Private Placement will be used to strengthen the Company's working capital position and cover some of the costs related to the following ORTHO-R programs: 1) pre-clinical pivotal study final report 2) ongoing FDA regulatory activities and 3) ongoing US clinical trial preparedness work . The securities issued under the Private Placement are subject to a statutory hold period in Canada of four months and one day following the closing date of the Offering in accordance with applicable securities laws. The Company has paid no finder's fees in connection with the Private Placement. No broker or agent was involved in the transaction.
The Chief Executive Officer, the Senior Vice-President and Chief Financial Officer, one Director and two senior staff members all participated in the Private Placement for an aggregate amount of $400,000. Total contribution from insiders in the last three private placements amounts to $1.2 million representing 53% of gross proceeds before debt conversion.
Participation of insiders of the Company in the Private Placement constitutes a "related party transaction" as defined under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). 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 Regulation 61-101 on the basis that participation in the Private Placement by insiders will not exceed 25% of the fair market value of the Company's market capitalization and also because the Company's Common Shares trade only on the Canadian Securities Exchange. A material change report was not filed in connection with the participation of the insiders in at least 21 days in advance of the closing of the Private Placement, which the Company deemed reasonable in the circumstances, in order to close the transaction as soon as practicable to enable it to use the funds.
About Ortho Regenerative Technologies Inc.
Ortho RTI is an emerging orthobiologics company dedicated to the development of novel therapeutic soft tissue repair technologies to dramatically improve the success rate of orthopedic and sports medicine surgeries. Our proprietary RESTORE technology platform, is a muco-adhesive CHITOSAN based biopolymer matrix, specifically designed to deliver biologics such as Platelet-Rich Plasma (PRP) or Bone Marrow Aspirate Concentrate (BMAC), to augment and guide the regeneration of new tissue in various musculoskeletal conditions. Ortho-R, our lead Chitosan-PRP hybrid biologic implant product, is formulated and designed to increase the healing rates of occupational and sports related injuries to tendons, meniscus and ligaments. Other formulations are being developed for cartilage repair, bone void filling and osteoarthritis treatment. The Chitosan-PRP combination ORTHO-R implant can be directly applied into the site of injury by a surgeon during a routine operative procedure without significantly extending the time of the surgery and without further intervention. An Ortho-R Rotator Cuff Tear Repair US pilot clinical trial is being prepared and coordinated. Parallelly, an IDE FDA submission is planned for Q2 2020. Considering the significant potential of our technology platform, Ortho RTI continues to assess new therapeutic target uses outside of the soft tissue repair field. Further information about Ortho RTI is available on the Company's website at www.orthorti.com and on SEDAR at www.sedar.com. Also follow us on LinkedIn and Twitter.
This news release may contain certain forward-looking statements regarding the Company's expectations for future events. Such expectations are based on certain assumptions that are founded on currently available information. If these assumptions prove incorrect, actual results may differ materially from those contemplated by the forward-looking statements contained in this press release. Factors that could cause actual results to differ include, amongst others, uncertainty as to the final result and other risks. The Company disclaims any intention or obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, other than as required by security laws.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Ortho Regenerative Technologies Inc.
Renseignements: Claude LeDuc, President and Chief Executive Officer, (514) 693-8804, [email protected]; Luc Mainville, Senior Vice-President and Chief Financial Officer, 514-693-8854, [email protected]; Frederic Dumais, Director Communications and Investor Relations, (514) 782-8803, [email protected]