Vancouver, British Columbia – March 23, 2023 – Sirona Biochem Corp. (TSX-V: SBM) (FSE: ZSB) (OTC: SRBCF) (“Sirona” or the “Company”) is pleased to announce a non-brokered private placement offering of unsecured, convertible debentures (the “Convertible Debentures”). The Company is offering Convertible Debentures units (the “Debenture Units”) at a price of $1,000 per Debenture Unit for aggregate gross proceeds of up to $1,500,000 (the “Offering”).
Each Debenture Unit will have a face value of (the “Face Value”) of $1,120, consisting of $1,000 in principal (the “Principal”) and $120 in prepaid interest (the “Prepaid Interest”). The Principal of the Debenture Units will accrue interest at a rate of 12% per annum, which accrued interest (“Accrued Interest”) will be paid semi-annually, in arrears. The Company will pay the Prepaid Interest and Accrued Interest in cash or, subject to TSX Venture Exchange (“TSXV”) acceptance, may elect to satisfy payment in kind by issuing Shares (“Interest Shares”). In the event of payment in kind, the number of Interest Shares due will be calculated using a conversion price (the “Interest Conversion Price”) equal to, subject to acceptance by the TSXV, the maximum Discounted Market Price (as defined in TSXV policies) on the applicable payment due date.
The holder may, at its option, convert in full or in part, the Principal at any time prior to the maturity date (the “Maturity Date”), being the third anniversary of the issue date, into units (the “Units”) of the Company at $0.10 per Unit (the “Conversion Price”). Upon conversion of the Principal, the Company will pay Prepaid Interest and unpaid Accrued Interest in cash or, subject to acceptance by the TSXV, in Interest Shares issued at the Interest Conversion Price.
Each Unit will consist of one Share and one non-transferable share purchase warrant (a “Warrant”). Each Warrant will be exercisable by the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of $0.15 at any time prior to the Maturity Date.
The Company shall have the right to redeem the Convertible Debentures prior to the Maturity Date at any time after 6 months from the issue date, by paying holders in cash the Face Value of the Convertible Debentures, together with all Prepaid and Accrued Interest and a redemption penalty payment of 8% of the Face Value. The Company shall give the holders 30 business days’ notice (the “Redemption Notice”) to do so. On receipt of a Redemption Notice, a holder may elect to convert all or part of the Principal of the Convertible Debenture into Units at the Conversion Price. All Prepaid and Accrued Interest in respect of the Principal amount so converted shall be, at the election of the holder, either paid in cash or, subject to acceptance by the TSXV, converted into Shares at the Interest Conversion Price, by giving the Company notice (the “Conversion Notice”) within 10 business days of receipt of the Redemption Notice.
The closing of the Offering is subject to the receipt of necessary regulatory approvals, including the approval of the TSXV. The Convertible Debentures, Shares, Warrants and any Warrant Shares will be subject to a four-month hold period under applicable securities laws and TSXV policies. The Company may pay eligible finders a fee in connection with the Offering.
The Company plans to use approximately 1/3 of the net proceeds from the Offering for general corporate purposes, and the remainder of the proceeds will used for research and development expenses (including but not limited to, laboratory staff salaries, laboratory materials and intellectual property costs).
Dr. Howard Verrico, the Chief Executive Officer, has agreed to subscribe for $500,000 of Debenture Units. Dr. Verrico’s participation is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company intends to rely on the exemptions from the formal valuation and minority shareholder-approval requirements of MI 61-101 in respect of related party participation in the Offering. The MI 61-101 exemptions are available as the fair market value of the Debenture Units, and the fair market value of the consideration for the Debenture Units, insofar as it involves Dr. Verrico and other interested parties, will not exceed 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Convertible Debentures and the Shares which may be issued on exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Sirona Biochem Corp.
Sirona Biochem is a cosmetic ingredient and drug discovery company with a proprietary platform technology. Sirona specializes in stabilizing carbohydrate molecules with the goal of improving efficacy and safety. New compounds are patented for maximum revenue potential.
Sirona’s compounds are licensed to leading companies around the world in return for licensing fees, milestone fees and ongoing royalty payments. Sirona’s laboratory, TFChem, is in France and is the recipient of multiple French national scientific awards and European Union and French government grants. For more information, please visit www.sironabiochem.com.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Sirona Biochem cautions you that statements included in this press release that are not a description of historical facts may be forward-looking statements. Forward-looking statements are only predictions based upon current expectations and involve known and unknown risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of release of the relevant information, unless explicitly stated otherwise. The terms and phrases “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved, and similar terms and phrases are intended to identify these forward-looking statements, including but not limited to statements regarding: the completion of the Offering, receipt of approvals related to the Offering, receipt of acceptance of the TSXV in regards to payment on interest in kind, and the use of proceeds from the Offering. The Company cautions that all forward-looking information and statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company’s ability to complete the proposed Offering. Sirona Biochem does not assume any obligation to update any forward-looking statements except as required by law.