TSX symbol: SBS
CALGARY, April 30, 2012 /CNW/ - SemBioSys Genetics Inc. ("SemBioSys" or the "Company") (TSX: SBS), a development stage biotechnology company that has utilized its proprietary safflower based technology platform to develop high-value proteins and other products, provided an update today on the voluntary delisting of its common shares from the Toronto Stock Exchange (TSX) previously disclosed on April, 4, 2012.
SemBioSys has aggressively pursued several strategic options, but unfortunately these have not come to a successful conclusion. The liquidity situation of the Company has worsened since April 4, 2012, as no further proceeds have been raised.
On October 11, 2011, the Company announced that it had signed a strategic partnership with Tianjin Tasly Pharmaceutical Co., Ltd. and Tasly Pharmaceuticals, Inc. ("Tasly"). The parties have been unable to agree on certain fundamental issues including initial budgets. The Company has been in communication with Tasly in an attempt to resolve and revive the intended business arrangement that would provide value to SemBioSys shareholders. Unfortunately, these efforts have not been successful, and, as a result, the Company has not yet transferred any of its intellectual property to the newly formed joint venture.
As a result of that situation, it is likely that the Company will not continue to operate as a going concern. SemBioSys has begun activities to orderly wind down the Company's business in the most effective manner possible. During this process, the Company will continue to entertain strategic options should they arise. However, should any strategic options be consumated, there is no assurance that it will provide any return and value to its shareholders or stakeholders going forward.
In the wind down of operations, SemBioSys is working towards the settlement of it's obligations where appropriate. However, there is no assurance that this effort will extinguish any of, or the full amount of, the Company's liabilities. Certain company assets and intellectual property are secured by third parties and the Licensor of the intellectual property has certain rights as well.
As noted in the Company's press release of April 4, 2012, the Company will voluntarily delist from the TSX and has provided the TSX with all the necessary documents to transact this orderly. The Company's lack of funds and uncertainty to exist as a going concern will not allow it to list on another stock exchange. The Company's securities will remain listed on the TSX until the end of trading on May 1, 2012, to provide potential liquidity to its shareholders prior to delisting. Each of the directors of the Company has resigned with effective May 1, 2012.
The Company has postponed its annual general meeting scheduled for May 9, 2012 and will post on SEDAR (www.sedar.com) a revised meeting time thereof. Additional disclosure documents will also be provided on SEDAR.
"This is a very unfortunate and difficult situation for all of the many stakeholders of SemBioSys that have provided so much commitment, energy and financial resources to what we all expected would be a successful venture, including the expectation that our novel science would have a fundamental impact on human health and the further well-being thereof," said James Szarko, CEO of SemBioSys. "I would like to again thank our shareholders, stakeholders and former employees for their exceptional commitment."
SemBioSys employs its patented, renewable, plant seed oilbody and protein expression technology platforms to develop and commercialize high-value proteins and oils, including health and wellness products and drug candidates. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to the fact that, the Company is a development stage entity and currently relies on investments and funding from strategic partners and not profits to fund it operations and it is possible that our ability to continue as a going concern may change within a very short period of time and have adverse effects on the Company's ability to continue under its current business model. The Company's ability to continue to obtain sufficient and suitable financing from both our partnerships and outside our partnerships to support operations, pre-clinical and clinical trials and commercialization of products and no assurances can be made that the Company will be successful in raising such capital, realizing assets, discharging liabilities or achieving successful partnership collaborations to generate sufficient cash flows to continue as a going concern, or in the event that the Company can no longer continue as a going conern, discarge all of its liabilities, including its currently outstanding financial liabilities, as well as its contractual and other legal liabilities. The Company's ability to execute partnerships and corporate alliances or ensure that its existing strategic partnerships will continue to be successful. The risk that partners are unable to meet projected development, commercialization, distribution or sales targets. The risks relating to uncertainties of the regulatory approval process for our products and processes. The Company's ability to develop seed lines and manufacturing processes that result in competitive advantage and commercial viability. The impact of competitive products and pricing and the assumption that we will be able to successfully compete in the targeted markets. The assumption that we will be able to successfully complete in a timely manner in pre-clinical and clinical studies. The risk that we may be unable to attract and/or retain key personnel and key collaborators. The Company's ability to adequately protect proprietary information and technology from competitors. The Company's' ability to continue to successful development its existing and future product candidates or effectively enter the market and commercialize its products with partners or independently. On June 17, 2011, at our Annual and Special Meeting of Shareholders, shareholders unanimously approved a special resolution, approving an amendment to the Company's articles of incorporation to consolidate its issued and outstanding Common Shares. This provides the board of directors of the Company the authority, in its discretion, prior to June 17, 2012, to select the exact consolidation ration, provided that (i) the ration may be no smaller than one post-consolidation Share for every (8) pre-consolidation Common Shares and no larger than one post-consolidation Share for every thirty (30) pre-consolidation Common Shares, and (ii) the number of pre-consolidation Common Shares in the ratio must be a whole number of common shares. The risks associated with a potential Share Consolidation and further risks regarding the Company are set out in the annual information form and other ongoing filings with the Canadian securities regulatory authorities which can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.
For further information:
Senior Vice President
The Equicom Group Inc.
Phone: (416) 815-0700 ext. 238
Email: [email protected]