On March 11, 2022 Helix BioPharma Corp. (TSX: "HBP") ("Helix" or the "Company"), a clinical-stage biopharmaceutical company developing unique therapies in the field of immuno-oncology, based on its proprietary technological platform DOS47, today anreportednounces that it has closed a private placement financing for gross proceeds of $1,001,000 from the issuance of 3,850,000 common share at a price of $0.26 per common share (Press release, Helix BioPharma, MAR 11, 2022, View Source [SID1234610028]).
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In addition, the Company announces that it has applied to the Toronto Stock Exchange (the "TSX") to introduce an
Incentive Plan (as defined below) to temporarily reduce the exercise price of its issued and outstanding common
share purchase warrants ("Warrants") that are not held by insiders of the Company, or non-arm’s length parties,
including all such Warrants expiring on March 31, 2022 to May 12, 2026 ("Eligible Warrants"), from their current
respective exercise prices to a reduced exercise price of $0.26 (the "Incentive Exercise Price").
Private Placement
Mr. Jerzy Wilczewski ("Mr. Wilczewski"), an insider of the Company, subscribed for all 3,850,000 of the common
shares issued under the private placement. As a result of the closing of the private placement, Mr. Wilczewski owns,
or exercises control or direction over, 23,467,153 common shares, representing approximately 15.94% of the issued
and outstanding common shares of the Company on a non-diluted basis, or approximately 24.95% on a partially
diluted basis, assuming the full exercise of the 17,659,500 common share purchase warrants that Mr. Wilczewski
owns or exercises control or direction over.
"I strongly believe in the new strategy and look forward to further advancements of the company’s L-DOS47 drug
platform" said Mr. Wilczewski. "We are very appreciative of Mr. Wilczewski’s continued support" said Dr. Majewski,
Helix’s Interim Chief Executive Officer.
The Company intends to use the net proceeds of the private placement for working capital and advancing the
Company’s L-DOS47 drug development program.
The purchase of common shares by Mr. Wilczewski is considered a "related party transaction" within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The
Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of Mr. Wilczewski ‘s purchase of common shares. The Company did not file a material change report in respect of the related party transaction less than 21 days prior to the closing of the private
placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the private placement in an expeditious manner.
Warrant Incentive Program
The Company has applied to the TSX to temporarily reduce the exercise price of all of its issued and outstanding
Eligible Warrants, being those Warrants that are not held by insiders of the Company or non-arm’s length parties,
including all such Warrants expiring on March 31, 2022 to May 12, 2026, from their current respective exercise prices
ranging from $0.70 to $1.98 to a reduced Incentive Exercise Price of $0.26 as an incentive (the "Incentive Program") to the holders of Eligible Warrants to exercise such Eligible Warrants over a limited period commencing on March 28, 2022 until April 28, 2022 (the "Early Exercise Period"). The implementation of the Incentive Program is subject to the approval of the TSX.
Proceeds received by the Company from the exercise of Eligible Warrants, if any, will be used for working capital and
advancing the Company’s L-DOS47 drug development program. The terms and conditions of the Incentive Program
and the method of exercising Eligible Warrants pursuant to the Program will be set forth in a letter which will be
delivered to each holder of Eligible Warrants at their registered address. New certificates representing the Eligible
Warrants will not be issued in connection with the Incentive Program.
The Eligible Warrants include an aggregate of 49,806,469 warrants that if exercised at the Incentive Exercise Price
will result in the Company receiving gross proceeds of up to $12,949,682 There can be no assurances as to the
number of Eligible Warrants that will be exercised under the Incentive Program or if any Eligible Warrants will be
exercised under the Incentive Program at all.
The dates of each private placement under which the Eligible Warrants were issued, the original issue price of the
units of which the Eligible Warrants formed a part of, the total number of Eligible Warrants, the original exercise price
of the Eligible Warrants, the current expiry dates of the Warrants and the proposed Incentive Exercise Price of the
Eligible Warrants are as follows:
In connection with the proposed adoption of the Incentive Program, the Company also announces that it is extending the exercise period of a total of 3,680,000 Warrants (the "Extended Warrants"), all of which are held by arm’s length parties, until April 28, 2022 (the "Warrant Extension"). The Extended Warrants were issued pursuant to a private placement of the Company that closed in April 2015, have a current exercise price of $1.54 (prior to the contemplated adjustment pursuant to the Incentive Program) and an expiry date of March 31, 2022 and represent approximately 2.55 % of the Company’s issued and outstanding Common Shares. The expiry date of the Extended Warrants is being extended in order to provide the holders of such Warrants with the opportunity to exercise their Extended Warrants pursuant to the terms of the Incentive Program. The Warrant Extension is subject to the approval of the TSX.