Ortho Regenerative Technologies Announces Non-Brokered Private Placement of Units
MONTREAL, July 24, 2020 /CNW/ - Ortho Regenerative Technologies Inc. (CSE: ORTH) ("Ortho RTI" or the "Company"), an emerging orthobiologics company, announced today a non-brokered private placement offering of up to $2,000,000 of units (the "Offering"). More than $250,000 of Insiders' subscriptions has already been secured.
Each Unit will be priced at $0.32 consisting of one (1) common share (a "Share") and one (1) Share purchase warrant (a "Warrant"). Each Warrant is exercisable into one (1) Share in the capital of the Company (a "Warrant Share") at the price of $0.50 per Warrant Share for a period of 36 months from Closing.
In the event that the daily VWAP over any twenty (20) consecutive trading days is greater or equal to $1.00, the Company may give notice, at any time after February 5, 2021 to the Warrant holder that it must exercise its remaining Warrants within a period of 30-days from the date of receipt of the notice, failing which the Warrants will automatically expire . The "VWAP" is the average of the volume weighted average market price of the Company's Common Shares on a single day.
Net proceeds of the Offering will be used to fund the following ongoing value creation activities: 1) Securing FDA's approval to start our US Human Trial on ORTHO-R for rotator cuff tear repair, 2) Manufacturing GMP Clinical Trial material for Ortho-R, 3) Completing US Clinical trial investigation sites selection, setting, and training, 4) Starting US clinical trial patients enrolment activities, 5) Secure US exchange listing for Ortho RTI's shares, and 6) General and administrative corporate purposes.
The Common Shares and the Warrants will be subject to a statutory 4-months hold period under the applicable securities laws and in such case the certificates evidencing the Shares and the Warrants will bear a legend to that effect, as applicable. The closing is conditional on securing minimum gross proceeds of $1 million.
Closing of the Private Placement is expected to occur on or about August 5, 2020 and is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the CSE.
The Units will be offered and sold by private placement (i) in Canada to "accredited investors" within the meaning of Regulation 45-106 respecting Prospectus Exemptions and other exempt purchasers in each province of Canada (ii) in the United States on a private placement basis only under Regulation D, Rule 144A or other available U.S. registration exemptions and (iii) jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and the Corporation does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
Although the Offering is non-brokered, the Company will pay finders' fee of 7 % of the gross proceeds raised from Accredited Investors introduced to the Company by Finder, payable in cash; and Finder's Warrants equal to 7 % of the gross proceeds raised from Accredited Investors introduced to the Company by Finder, each Finder's Warrant entitling the holder to purchase one Common Share at a purchase price of $0.50 for a period of 18 months from the date of issuance of the Finder's Warrants.
The Company also announces the issuance of 245,000 stock options to its Chief Executive Officer. The stock options have an exercise price of $0.37 and vest over 3 years, with a maturity date of 5 years after the grant. The pricing and vesting terms of the options were set in accordance with the Company's Stock Option Plan.
Furthermore, the Company issued 2 million warrants with an exercise price of $0.50 per Common Share and expiring July 31, 2021 as compensation to nonrelated parties providing social media support and corporate branding services.
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. In parallel, an IDE FDA submission is planned for Q3 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.
Forward-Looking Statements
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.
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]
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