10 October 2018 | News
In consideration Breathtec will issue an aggregate of 15.8M common, pro rata to the holders of Nash Pharma common shares at a deemed price of $0.24 per Share. Breathtec is expected to issue 14.8M Replacement Warrants at closing.
Singapore - Breathtec Biomedical is pleased to announce that further to its press release of August 2, 2018, it has signed a share exchange agreement dated October 5, 2018 among the Company, Nash Pharmaceuticals and the securityholders of Nash Pharma to acquire all of the issued and outstanding securities of Nash Pharma.
Nash Pharma is a clinical stage pharmaceutical development company focused on drug repurposing in the areas of non–alcoholic steatohepatitis, chronic kidney disease and inflammatory bowel disease.
“This is a very exciting time for the Company and its shareholders,” said Christopher J. Moreau, CEO of Breathtec. “Nash Pharma through its drug re-purposing research program has discovered a number of compounds, already approved for other indications, that have shown efficacy in three new key disease areas that pose global health issues. We look forward to providing details on each research program including an overview of the data shortly.”
In consideration for the Transaction and pursuant to the terms of the Definitive Agreement, and on closing thereof, the Company will issue an aggregate of 15,800,000 common shares in the capital of the Company pro rata to the holders of Nash Pharma common shares at a deemed price of $0.24 per Payment Share. The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange.
In addition, at Closing, all outstanding unexercised warrants to acquire Nash Pharma common shares pursuant to outstanding Nash Pharma warrants will be cancelled. In consideration for such disposition, the holders of Nash Pharma Warrants will receive the right, to acquire one common share in the capital of Breathtec. The exercise price under each Replacement Warrant will be equal to the exercise price at the time of Closing under the particular Nash Pharma Warrant that was cancelled in consideration for such Replacement Warrant. The Company is expected to issue 14,800,000 Replacement Warrants at Closing.
Closing of the Transaction remains subject to certain closing conditions, including, obtaining all necessary approvals, including, approval of the CSE. There can be no assurance that the Transaction will be completed as proposed or at all. Closing of the Transaction is expected to occur on or about October 17, 2018.