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MONTREAL, QUEBEC—(Marketwired – August 18, 2015) – BIOflex Technologies Inc. (formerly Ovid Capital Ventures Inc.) (TSXV: OCA.P) (the “Company”) is pleased to announce the closing, as of August 7, 2015 (the “Closing Date”), of its Qualifying Transaction, as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”), involving the acquisition of all of the assets of BIOflex Medical Magnetics, Inc. (“BIOflex”) and a concurrent private placement of 10,265,466 units in the capital of the Company (the “Units”) at a price of $0.1125 per Unit, for aggregate gross proceeds of $1,154,864.93 (the “Offering”).
The Exchange issued its final approval bulletin in respect of the Qualifying Transaction and the Offering (collectively, the “Transactions”) on August 18, 2015 and the Transactions are now completed.
On August 13, 2014, the Company changed its name to “BIOflex Technologies Inc.”. As of the opening of markets on August 19, 2015, the Company’s common shares (the “Common Shares”) will commence trading on the Exchange under the symbol “BFT”.
The Qualifying Transaction was carried out by means of an asset purchase agreement, dated April 29, 2015 (the “Purchase Agreement”) entered into between the Company, its wholly owned subsidiary Ovid Acquisition Corp. (“Acquireco”), BIOflex, and BIOflex’s sole shareholder iTech Medical, Inc. Pursuant to the Purchase Agreement, Acquireco acquired all of the assets of BIOflex in exchange for cash consideration in the amount of $60,000 and the issuance of 17,225,000 Common Shares at a deemed price of $0.1125 per share.
In connection with the Qualifying Transaction, the Company completed the Offering of Units, which consisted of a brokered private placement of 1,837,111 Units and a non-brokered private placement of an additional 8,428,355 Units at a price of $0.1125 per Unit. Each Unit was comprised of one (1) Common Share and one (1) common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional Common Share at an exercise price of $0.15 for a period of twelve (12) months from the Closing Date.
The Exchange granted the Company an exemption from the sponsorship requirements under the policies of the Exchange in respect of the Qualifying Transaction on August 13, 2015.
Jones, Gable & Company Limited (the “Agent”) acted as agent for the brokered portion of the Offering. As consideration for its services in connection with the Transactions, the Agent (and its sub-agents) received: (i) a cash commission in the amount $18,687.50; (ii) 183,711 non-transferable agent compensation options, each entitling the holder thereof, for a period of twelve months from the Closing Date, to acquire one (1) one Common Share at a price of $0.1125 per share; and (iii) reimbursement of the fees and expenses incurred in connection with the Transactions.
Certain senior officers and directors of the Company (each, a “Related Party”) participated in the Offering by subscribing for an aggregate of 1,710,000 Units at an aggregate subscription price of $192,375. The participation of each Related Party in the Offering is considered a “related party transaction” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) (“Regulation 61-101”) and the corresponding Policy 5.9 of the Exchange. The Company relied on Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under Regulation 61-101, as neither the fair market value of the Units issued to the Related Parties, nor the amount of consideration paid therefor, exceeds 25% of the Company’s market capitalization.
A material change report in respect of the related party transactions was not filed at least 21 days in advance of the Offering, as the subscriptions from the Related Parties were not confirmed until shortly before the Closing Date and the Company wished to close the Offering on an expedited basis for sound business reasons.
All securities issued pursuant to the Transactions or which may be issued upon the exercise thereof (collectively, the “Securities”) are subject to a four-month plus one-day hold period from the Closing Date, expiring December 8, 2015, pursuant to securities legislation and the policies of the Exchange. The Securities have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of U.S. persons, absent such registration or an exemption from registration.
Effective as of the Closing Date, the board of directors of the Company, as appointed by the shareholders of the Company on March 30, 2015, consists of Messrs. Wayne D. Cockburn, G. Michael Newman, and Kosta Kostic and the officers of the Company, as appointed by the new board of directors, consists of Mr. Cockburn as CEO and Corporate Secretary, Mr. Charles Zablotsky as President, and Mr. William Waks as CFO.
Stock Option Plan
Upon closing of the Transactions, the board of directors of the Company approved an increase to the number of Common Shares reserved for issuance under the Company’s incentive stock option plan to 3,838,847, which represents 10% of the total number of issued and outstanding Common Shares as of the date hereof.
As a result of the closing of the Transactions, the Company has available funds of $1,222,735.
Further information on the Transactions can be found in the filing statement prepared in respect of the Qualifying Transaction, dated April 29, 2015, filed under the Company’s profile on SEDAR at www.sedar.com.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transactions, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Transactions; use of funds; and the business and operations of the Company after the proposed Transactions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company 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 law.
For additional information, please contact:
CEO and Corporate Secretary
BIOflex Technologies Inc.
Tel: (905) 505-0770