VANCOUVER, British Columbia, Oct. 22, 2018 — Breathtec Biomedical Inc. (CSE: BTH) (CNSX: BTH) (FRANKFURT: BTI) (OTCQB: BTHCF) (the “Company” or “Breathtec”) is pleased to announce that further to its press release of October 9, 2018, it has completed the acquisition (the “Transaction”) of all of the issued and outstanding securities of Nash Pharmaceuticals Inc., a private British Columbia company, (“Nash Pharma”) pursuant to the terms of a share exchange agreement dated October 5, 2018 (the “Definitive Agreement”) among the Company, Nash Pharma and the securityholders of Nash Pharma.
In consideration for the Transaction and pursuant to the terms of the Definitive Agreement, the Company issued an aggregate of 15,800,000 common shares in the capital of the Company (the “Payment Shares”) pro rata to the holders of Nash Pharma common shares at a deemed price of $0.24 per Payment Share.
In addition, all outstanding unexercised warrants to acquire Nash Pharma common shares pursuant to outstanding Nash Pharma warrants (“Nash Pharma Warrants”) were cancelled. In consideration for such disposition, the holders of Nash Pharma Warrants received the right (a “Replacement Warrant”), to acquire one common share in the capital of Breathtec. The exercise price under each Replacement Warrant is equal to the exercise price under the particular Nash Pharma Warrant that was cancelled in consideration for such Replacement Warrant. The Company issued an aggregate of 14,800,000 Replacement Warrants.
“The acquisition of Nash Pharma marks a very important milestone for the Company,” said Christopher J. Moreau, CEO of Breathtec. “Nash Pharma has an exciting story to tell about its technology and its value driven and risk reduced approach to drug development through drug re-purposing.”
None of the securities to be issued pursuant to the Transaction have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued pursuant to the Transaction were issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the securities issued under an exemption from the registration requirements of the U.S. Securities Act are “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legend as required under the U.S. Securities Act.
ABOUT BREATHTEC BIOMEDICAL INC.
Breathtec Biomedical, Inc. (“Breathtec”) is focussed on two separate core business divisions: medical devices and pharmaceutical development through drug re-purposing. Its medical device division is focused on the development of a point of care, real-time screening device for human breath analysis based on innovation and advances in the field of FAIMS (field asymmetric waveform ion mobility spectrometry) technology.
Its pharmaceutical development division is being advanced by its subsidiary Nash Pharmaceuticals. Nash is a clinical stage pharmaceutical development company focused on drug repurposing in the areas of non–alcoholic steatohepatitis (NASH), chronic kidney disease (CKD) and inflammatory bowel disease (IBD). For more information, visit www.breathtecbiomedical.com.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY DISCLAIMER STATEMENT: No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.