NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
TORONTO, ON / ACCESSWIRE / December 4, 2020 / StageZero Life Sciences Ltd. (TSX:SZLS) (the "Company") is pleased to announce that is has closed its previously announced public offering of 9,243,700 units of the Company (the "Units") at a price of $0.78 per Unit (the "Offering Price") for aggregate gross proceeds of $7,210,086 (the "Offering"). The Offering was made pursuant to an agency agreement effective November 26, 2020 with Echelon Wealth Partners Inc. and Clarus Securities Inc. (collectively, the "Agents").
Each Unit was comprised of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to purchase one Common Share at any time prior to December 4, 2023 at a price of $1.10 per Common Share.
The Units were offered and sold by way of a short form prospectus filed in each of the provinces of Alberta, British Columbia, and Ontario. The Company intends to use the net proceeds of the Offering to expand capacity to offer and conduct COVID-19 testing and to develop its existing product lines, including Aristotle®, the Company's pan-cancer test for the early identification of 10 discrete cancers from a single sample of blood, as described in more detail in the (final) short form prospectus of the Company dated November 26, 2020 (the "Prospectus").
As consideration for the services rendered by the Agents in connection with the Offering, the Company has paid the Agents a cash commission equal to 7% of the gross proceeds raised under the Offering and has issued to the Agents non-transferable broker warrants equal to 7% of the number of Units sold under the Offering, exercisable at any time prior to December 4, 2023 at $0.85 per Common Share.
The Company also completed a concurrent private placement of 325,456 Units at the Offering Price to an arm's length services provider in order to settle invoices of US$193,119.04 owing by the Company.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Units in any jurisdiction, nor will there be any offer or sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and, therefore, may not be offered or sold to, or for the benefit or account of, persons within the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About StageZero Life Sciences Ltd.
StageZero Life Sciences Ltd. is dedicated to the early detection of multiple disease states through whole blood. The Company operates a CAP accredited and CLIA certified high complexity reference laboratory based in Richmond, Virginia. As a specialist in PCR testing for the early identification of Cancer through blood, the Company is uniquely positioned to provide both COVID-19 PCR testing (swab and saliva) and blood test analysis (antibody testing). Our full service, telehealth platform includes access to physicians and phlebotomist who can prescribe and draw samples for individuals and groups. As we provide COVID-19 testing during the pandemic, we continue making progress with our mission to eradicate late stage cancers through early detection. Our next generation test, Aristotle®, is a multi-cancer panel for simultaneously screening for 10 cancers from a single sample of blood with high sensitivity and specificity for each cancer. www.stagezerolifesciences.com
Forward-Looking Statements
This press release contains forward-looking statements identified by words such as "expects", "will" and similar expressions, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties that could cause the Company's actual events to differ materially from those projected herein. Investors should consult the Prospectus along with the Company's ongoing quarterly filings and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements, except as required by law.
This offering is only made by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained by emailing Echelon Wealth Partners Inc., at [email protected]. Investors should read the prospectus before making an investment decision.
Company Contacts:
James R. Howard-Tripp
Chairman & CEO
[email protected]
Tel: 1-855-420-7140 Ext. 1
Rebecca Greco
Investor Relations
[email protected]
Tel: 1-855-420-7140 Ext. 1838
SOURCE: StageZero Life Sciences Ltd