MONTREAL, May 14 /PRNewswire-FirstCall/ - Haemacure Corporation (TSX : HAE) announces that it has obtained the consent required from its shareholders to commence implementing a financing strategy designed to get back into the clinic for the pivotal Phase II/Phase III clinical trials for its next generation, all-human fibrin sealant during Q1-2009. The strategy involves the amendment of the terms and conditions of 62.5 million outstanding Series B common share purchase warrants issued by Haemacure by way of private placement in January 2007.
"I am very pleased with the level of support that our shareholders have demonstrated by approving this amendment to the Series B Warrants, thus enabling Haemacure to finance operations with the least dilution possible", said Mr. Joseph Galli, Chairman & CEO of Haemacure. "Participants in our January 2007 private placement indicated their willingness to further finance the Company based on Haemacure achieving certain value creation milestones. Haemacure is on-time and on budget to meeting the three milestones necessary to getting back into the clinic for its next generation fibrin sealant by Q1-2009. These milestones are the commissioning of the manufacturing facility (IQ/OQ) by mid '08, the production of clinical material by Fall '08, and the approval of an amendment to the IND currently open with the FDA (end '08)", continued Mr. Galli. "Concurrent with our getting back into the clinic with our fibrin sealant, we are working on strategic partnership opportunities that will enable Haemacure to rapidly become a significant player on a global scale" concluded Mr. Galli.
Each of the Series B Warrants currently entitles the holder to acquire one additional common share of Haemacure at a price of $0.20 for a period of five years from the date of issuance. As a result of the amendment, if Series B Warrants are exercised during a period of ten business days commencing on May 29, 2008 and ending on June 12, 2008, Haemacure will issue to the holder, with each Haemacure common share purchased upon the exercise of Series B Warrants, one additional common share purchase warrant. Each additional warrant will entitle the holder to acquire one additional common share of Haemacure at a price of $0.25 until April 18, 2013.
If Series B Warrants are not exercised during the ten business-day period, the holder will not be entitled to receive the additional warrants upon the subsequent exercise of Series B Warrants. Holders of Series B Warrants who do not exercise them during the ten business-day period will retain the right to exercise the Series B Warrants in accordance with their original terms and conditions.
If all of the Series B Warrants are exercised during the ten business-day period, and all of the additional warrants are also exercised, Haemacure will issue a total of 62,500,000 common shares upon the exercise of the additional warrants, representing additional dilution of 38.2% when compared to the 163,800,917 common shares of Haemacure currently issued and outstanding.
The effective date of the amendment will be on the tenth business day after the issuance of this press release. The amendment to the terms and conditions of the Series B Warrants has been approved by the Toronto Stock Exchange, which required that the amendment be approved by Haemacure's shareholders, other than "insiders" of Haemacure who hold Series B Warrants. Haemacure relied on an exemption, set out in section 604(d) of the TSX Company Manual, from the requirement to call a shareholders' meeting to consider the amendment. Pursuant to the exemption, Haemacure provided written evidence to the TSX that holders of more than 50% of Haemacure's common shares (other than "insiders" of Haemacure who hold Series B Warrants) are familiar with the terms of the amendment and in favor of it. A total of nine "insiders" of Haemacure hold Series B Warrants. The Schedule annexed to this press release sets out: (a) the names and positions of the "insiders" who hold Series B Warrants; and (b) assuming such "insiders" exercise all Series B Warrants and additional warrants held by them, the number and percentage of common shares of Haemacure that each will own.
Haemacure Corporation is a specialty biotherapeutics company developing high-value human plasma-derived protein products for commercialization. Haemacure's research and development effort is driven by its proprietary plasma protein extraction technology to develop next-generation products, including surgical hemostats. Haemacure's lead product candidate, Hemaseel(R)HMN, is a fibrin sealant to enter pivotal Phase II/Phase III clinical trials during the first quarter of 2009. Haemacure's second product candidate is thrombin, a component of its fibrin sealant, now in preclinical stage. Follow-on development will focus on surgical hemostats, wound healing, adhesion prevention, regenerative medicine, drug delivery and combinations with biomaterials. Haemacure has discovered eleven additional specialty proteins and enzymes in one of its two plasma fractions and seeks to advance these proteins and enzymes through partnerships with pharmaceutical and biotechnology companies. Haemacure operates offices in Sarasota, Florida through a wholly-owned subsidiary. The Corporation is traded under stock symbol HAE on the TSX.
Certain of the statements contained in this news release are
forward-looking statements. Such statements, based as they are on the
current expectations of management, inherently involve numerous risks and
uncertainties, known and unknown. Some examples of known risks are: the
impact of general economic conditions, general conditions in the biotech
industry, changes in the regulatory environment in the jurisdictions in
which Haemacure does business, stock market volatility, fluctuations in
costs, and changes to the competitive environment due to consolidation or
otherwise. Consequently, actual future results may differ materially from
the anticipated results expressed in the forward-looking statements.
Haemacure disclaims any intention or obligation to update these statements.
Number of Percentage
Number of Number of Common of Common
Shares Series B Shares - Shares -
Name of Insider Held / Warrants Post Post
and Position Controlled Held Exercise Exercise
--------------- ---------- --------- --------- ----------
Firebird Global Master
Fund II, Ltd
Holder of more than
10% of outstanding
shares 15,000,000 7,500,000 30,000,000 10.4
Firebird Global Master
Holder of more than 10%
of outstanding shares 10,000,000 5,000,000 20,000,000 6.9
Officer and Director 2,216,300 650,000 3,516,300 1.2
Officer and Director 1,947,000 250,000 2,447,000 0.8
Director 415,770 175,000 765,770 0.3
Director 314,000 125,000 564,000 0.2
Director 265,000 125,000 515,000 0.2
Officer 279,350 25,000 329,350 0.1
Officer 50,000 25,000 100,000 0.03
Total 30,620,920 13,875,000 58,370,920 20.2
|SOURCE HAEMACURE CORPORATION|
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