ASEP ANNOUNCES PRIVATE PLACEMENT OF UP TO $2 MILLION
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, Nov. 30, 2023 /CNW/ - Asep Medical Holdings Inc. ("Asep Inc." or the "Company") (CSE: ASEP) (OTCQB: SEPSF) is pleased to announce a non-brokered private placement of up to 10,000,000 units of the Company (each, a "Unit") at a price of $0.20 per Unit, for aggregate gross proceeds of up to $2,000,000 (the "Offering").
Each Unit will consist of one (1) common share in the capital of the Company (each, a "Common Share") and one non-transferable Common Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable into one (1) Common Share (each, a "Warrant Share") at a price of $0.26 per Warrant Share for a period of two (2) years.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.asepmedical.com. Prospective investors should read the Offering Document before making an investment decision.
As disclosed in the Offering Document, the Company intends to use the net proceeds from the Offering for funding ongoing research and development of the Company's technology, regulatory review and approvals, operating expenses, investor relations and other working capital requirements and working capital.
The Units offered as a part of the Offering shall be offered to purchasers in British Columbia, Alberta and Ontario pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions for Canadian resident investors pursuant to applicable Canadian securities laws
The Offering is anticipated to close in one or more tranches with the final tranche of the Offering closing within 45 days from the date hereof. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the Company's completion of its filing obligations under the policies of the Canadian Securities Exchange (the "CSE").
As disclosed in the Offering Document, the Company may pay finder's fees (the "Finder's Fees") under the Offering as permitted by CSE policy and applicable securities laws. The Company will pay to each finder (each, a "Finder"), on the date of closing of the Offering (the "Closing Date"), a cash commission of 8% of the gross proceeds raised in respect of the Offering from subscribers introduced by the Finder. In addition, upon the closing of the Offering, the Company shall issue to each Finder, Common Share purchase warrants (the "Finder's Warrants"), exercisable for a period of two (2) years following the Closing Date, to acquire in aggregate that number of Common Shares (each, a "Finder's Warrant Share") which is equal to 8% of the number of Units sold under the Offering to subscribers introduced by the Finder at an exercise price equal to $0.26 per Finder's Warrant Share. Any securities issued as Finder's Fees will be subject to a 4-month hold period.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Asep Inc. is dedicated to addressing antibiotic failure by developing novel solutions for significant unmet medical needs. The Company is a consolidation of two existing private companies (Sepset Biosciences Inc. and ABT Innovations Inc.) that are both in the advanced development of both proprietary diagnostic tools, enabling the early and timely identification of severe sepsis as well as broad-spectrum therapeutic agents to address multidrug-resistant biofilm infections.
Sepset Biosciences Inc. is developing a diagnostic technology that involves a patient gene expression signature that predicts severe sepsis, one of the significant diseases leading to antibiotic failure since antibiotics are the primary treatment for sepsis. Despite this, sepsis is responsible for nearly 20% of all deaths on the planet. The SepsetER test is a blood-based gene expression assay that is straightforward to implement, and results are obtained in about an hour in the emergency room or intensive care unit. This proprietary diagnostic technology differs from current diagnostic tests in enabling diagnosis of severe sepsis within 1-2 hours of first clinical presentation (i.e., in the emergency room), while other diagnostics only provide diagnosis after 24-36 hours. Asep Inc. believes this will enable critical early decisions to be made by physicians regarding appropriate therapies and reduce overall morbidity and mortality due to sepsis.
ABT Innovations Inc.'s peptide technology covers a broad range of therapeutic applications, including bacterial biofilm infections (medical device infections, chronic infections, lung, bladder, wound, dental, skin, ear-nose and throat, sinusitis, orthopaedic, etc.), anti-inflammatories, anti-infective immune-modulators and vaccine adjuvants.
Neither the CSE nor any Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Company completing the Offering as planned, the intended use of proceeds of the Offering, the closing conditions of the Offering, the CSE approval of the Offering and the anticipated closing date of the Offering. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements including: the Company may not complete the Offering as proposed; the CSE may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; adverse market conditions and other factors beyond the control of the parties. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include general market conditions and other factors beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE ASEP Medical Holdings Inc.
Timothy Murphy, COO, ASEP Medical Holdings Inc., E. [email protected], T. 778.600.0509
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