Tetra Bio-Pharma Inc. Announces a Non-Brokered Private Placement
Momentum Public Relations
Press Release: March 16 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Company”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, today announced that it is conducting a non-brokered private placement of up to 4,500,000 units at a price of $1.00 per unit for aggregate gross proceeds of up to $4,500,000.
Each unit will consist of one common share (a “Common Share”) in the Company and one warrant (a “Warrant” and collectively the “Warrants”). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $1.30, for a period of 36 months from the closing date.
The private placement is expected to close on or about March 31st, 2018.
The securities issued pursuant to the private placement will be subject to a four-month hold period from the closing date. Completion of the private placement remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The Company intends to use the net proceeds of the Offering to advance the Company’s Phase 3 trial for PPP001 and other clinical trials, to effect the repayment of indebtedness, for the support of its commercial efforts and for general corporate and working capital purposes.
The TSX Venture Exchange Inc. has not approved the contents of this press release. 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.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products.
More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Dr. Anne-Sophie Courtois, DVM
Vice President, Marketing & Communications
(438) 899-7575
For investors information, please contact:
investors@tetrabiopharma.com
(438) 504-5784
- Published in Tetra Bio Pharma
Tetra Bio-Pharma Announces FDA Orphan Drug Designation for PPP001 in Treatment of Complex Regional Pain Syndrome
Momentum Public Relations
Press Release: March 14 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE:TBP)(OTCQB:TBPMF), today announced that the U.S. Food and Drug Administration (FDA) has granted Orphan Drug Designation to the active ingredients of its PPP001 drug (delta-9-tetrahydrocannabinol 9.5% and cannabidiol 2.5%) for the treatment of complex regional pain syndrome (CRPS). The Orphan Drug Designation was granted for the active moiety of the drug PPP001 and not the formulation.
The FDA Orphan Drug Designation program provides orphan status to drugs intended to treat rare diseases or disorders that affect less than 200,000 people in the USA. This designation gives Tetra a seven-year marketing exclusivity, after drug approval by the FDA, and provides Tetra potential incentives such as access to federal grants and tax credits as well as a waiver of Prescription Drug User Fee Act filing fees.
Tetra successfully completed a placebo-controlled Phase 1a and 1b study of PPP001 in healthy volunteers and demonstrated that PPP001 can be safely consumed. “We are pleased to receive FDA Orphan Drug Designation for PPP001 and we look forward to discussing the clinical program with the US FDA that will be used to demonstrate the safety and efficacy in patients suffering from CRPS,” said Guy Chamberland, M.Sc., Ph.D., Chief Scientific Officer of Tetra.
According to the USA National Institute of Health, “complex regional pain syndrome (CRPS) is a chronic pain condition that most often affects one limb (arm, leg, hand, or foot) usually after an injury. CRPS is believed to be caused by damage to, or malfunction of, the peripheral and central nervous systems. CRPS is characterized by prolonged or excessive pain and changes in skin color, temperature, and/or swelling in the affected area.”
Appointment of a New Director – Tetra also announced the appointment of a new Director, Mr. Benoit Chotard, effective immediately. Mr. Chotard was previously a member of the Board of Directors from September 2016 to July 2017, he left for personal reasons, no longer applicable, and is pleased to come back. “We are glad to welcome back Mr. Chotard to the board and we look forward to working closely with him in building Tetra as a leading biopharmaceutical organization,” said Andre Rancourt, Chairman of Tetra Bio-Pharma. “Mr. Chotard’s tremendous experience as an advisor of publicly listed companies will be a huge addition to our team. His local and international network will be a key factor in the Company’s growth.”
Benoit Chotard is a corporate finance & development executive who has over 20 years of international corporate finance, management and public market expertise. Previously, Mr. Chotard was employed as managing partner at Capital Force United, as President & CEO, and Director of Orletto Capital Inc., Vice-president Corporate Development for Pakit Inc., Senior Vice-president Finance Corporate Development and acting as Chief Financial Officer for CANTRONIC Systems (Canada) Inc., Vice-President Chief Financial Officer of Victhom Human Bionics, and spent eight years as Head of the Technology Investment Group of National Bank Financial Inc.
Mr. Chotard has been a Member of “Ordre des ingénieurs du Québec” since 1989 and obtained a bachelor’s degree in Chemical Engineering (1989) and a MBA (1993) from the Université de Sherbrooke.
About PPP001:
PPP001 aims to be the first smokable marihuana for advanced cancer pain under prescription. It is a dried cannabis pellet designed to be smoked in an inhalation device specifically developed for this product. PPP001 is a unique blend of 3 strains of standardized dried cannabis, creating a drug substance with 9.5% THC and 2.5% CBD.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products.
More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Dr. Anne-Sophie Courtois, DVM
Vice President, Marketing & Communications
(438) 899-7575
For media information, please contact:
Daniel Granger
Daniel.granger@acjcommunication.com
ACJ Communication
O: 1 514 840 7990 / M: 1 514 232 1556
For investors information, please contact:
investors@tetrabiopharma.com
(438) 504-5784
- Published in Tetra Bio Pharma
Tetra Bio-Pharma Signs Co-development and Distribution Partnership Term Sheet
Momentum Public Relations
Press Release: March 8 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Company”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, is pleased to announce it has signed a co-development and distribution partnership term sheet with a major specialty healthcare distributor.
The finalization of the term sheet follows Tetra’s September 20th, 2017 Letter of Intent for a co-development and distribution partnership with the same privately held company in the specialty healthcare market. The company has a pan-Canadian distribution network that reaches up to 7000 specialized healthcare professionals. Through their distribution channel, they have access to more than 3000 specialized healthcare businesses in Canada and already work with a worldwide network of partners.
Partnership highlights
- In order to maximize both marketing and revenue impact, Tetra and its partner have agreed to launch all products at the same time, once the regulatory framework has been established by Health Canada following the legalization of cannabis. This includes cannabinoid-based as well as non-cannabinoid-based products. Both companies are confident that this strategy will solidify the brand awareness of Tetra’s partner in this new product line. The timing of the original LOI was for the commencement of revenue in Q1 2018. Tetra and its partner are now revising that date to Q4 2018.
- Both Tetra and its partner will agree to a clinical trial plan, with Tetra owning and maintaining the right to use the data gathered from the trial(s) for its own regulatory and commercial efforts in its own, non-competitive Fields of Use.
- Tetra will develop a line of private label products for its partner, the products will be distributed under the partner’s brand.
Management Statement
“We are very pleased to sign this term sheet as it solidifies the elements of the LOI outlined in September. We are continually striving and working hard every day to both solidify and grow Tetra as a major player in cannabinoid pharma and this is yet again a step in that direction. I am excited to continue to build on the momentum that we have going for us now and throughout 2018,” says Bernard Fortier, CEO of Tetra.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products.
More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a license for the production of medical marijuana; failure to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company’s public disclosure record on file with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. While no definitive documentation has yet been signed by the parties and there is no certainty that such documentation will be signed The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Dr. Anne-Sophie Courtois, DVM
Vice President, Marketing & Communications
(438) 899-7575
For investors information, please contact:
investors@tetrabiopharma.com
(438) 504-5784
- Published in Tetra Bio Pharma
Tetra Bio-Pharma Announces the Completion of GrowPros Transaction
Momentum Public Relations
Press Release: February 22, 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Company”) (TSX-V:TBP) (OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, is pleased to announce the completion of the sale of its shares of GrowPros MMP Inc. (“GrowPros”) to North Bud Farms Inc. (the “Purchaser” or “North Bud”) as previously announced in Tetra’s December 21st, 2017 press release.
Transaction Details
As previously disclosed, Tetra will receive total proceeds in the amount of $350,000, including an initial $175,000 that was paid in December 2017, as well as 15,000,000 common shares of the Purchaser, representing approximately 41% of the Purchaser’s currently issued and outstanding share capital. It remains Tetra’s intention to have such shares be transferred to its shareholders as a dividend in kind on a pro-rata basis, concurrently with the proposed initial public offering of the Purchaser and listing of the shares of the Purchaser on a recognized Canadian stock exchange. The transaction is structured as a sale with a resolutory condition whereby, in the event that the initial public offering of the Purchaser is not completed prior to June 30, 2018 (or such other date as may be agreed upon by the Corporation and the Purchaser), the sale of the shares of GrowPros will be deemed to have never occurred and title to the shares of GrowPros will revert back to Tetra, and in turn GrowPros would then remain a wholly-owned subsidiary of Tetra.
As part of the transaction, North Bud has agreed to advance GrowPros’ late stage ACMPR application (submitted in November 2014) through the application process with Health Canada. In addition, the Purchaser intends to begin the phase 1 build out of a 50,000-square foot GMP grade indoor production facility in late Q1 2018. The facility is located on 130 acres of agricultural land in Venosta, Quebec (40 min north of Ottawa). The Purchaser believes that the property can be developed into a total of 1.5 million square feet of production space. The parties intend to enter into an agreement shortly so that Tetra will be granted access to future licenced cannabis production by GrowPros, securing another source of pharmaceutical GMP quality cannabis.
The cash proceeds will be used to further strengthen Tetra’s balance sheet and, most importantly, allow the Company to focus its activities on drug development and clinical trials of its pharmaceutical business. Tetra expects this transaction to generate long-term shareholder value by ensuring another supply of cannabis with pharmaceutical GMP quality for the pipeline of products under development.
Management Statement
“This is an important transaction for Tetra and our shareholders. Not only have we monetized an asset that brings immediate cash into the business but we also have an equity stake in North Bud that we intend to distribute to our shareholders. Of course, long term, securing an additional steady supply of dried cannabis is hugely beneficial for our pharmaceutical development programs. Finally, I am very excited that North Bud will be pushing forward the ACMPR application with Health Canada. This is a great day for all parties involved!” Says Bernard Fortier, CEO of Tetra.
About North Bud Farms:
North Bud is a partially owned subsidiary of North Bud Capital Holdings Ltd. North Bud intends to apply for a listing on a recognized Canadian stock exchange in Q2 2018. North Bud, in addition to its newly-acquired ownership of GrowPros, will be focused on GMP standardized pharma grade cannabis production as well as food grade cannabinoid infused inputs for both the international pharmaceutical market and the pending consumer goods and consumables segment of the recreational cannabis market.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX-V:TBP) (OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products.
More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
For further information, please contact Tetra Bio-Pharma Inc.
Dr. Anne-Sophie Courtois, DVM
Vice President, Marketing & Communications
anne-sophie.courtois@tetrabiopharma.com
1 (438) 899-7575
- Published in Tetra Bio Pharma
Tetra Bio-Pharma Receives Approval from Health Canada of its Phase 1 Clinical Trial with PPP005 (Cannabis Oil)
Momentum Public Relations
Press Release: January 16,2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Company”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, is pleased to announce that it has received a No Objection Letter (NOL) from the Therapeutic Products Directorate (TPD), Health Canada to evaluate the safety, pharmacokinetics and pharmacodynamics of its cannabis oil PPP005.
According to Health Canada data1, the annual Canadian cannabis oil production for medical purposes was 22,766 kg between October 1st 2016 and September 30th 2017, and is growing continuously. In the third quarter of 2017, it grew 24% from Q2 (Apr-Jun) to Q3 (Jul-Sep)1. According to an Eight Capital analysis2, the cannabis oil market is expected to reach 1.5B$ in 2024.
The launch of this trial is the first step in Tetra’s plans to commercialize natural health products with its partners. The corporation will develop cannabis-based supplements for commercialization under the Natural Health Product regulations in Canada and in other countries where regulatory authorities have a recognized pathway for approval and commercialization of such products. The trial will eventually include formulations that will be registered as drugs under Health Canada’s TPD regulatory pathway. “Tetra Bio-Pharma Inc. seeks to become an important player in the retail market post legalization and this clinical trial is part of the sales and marketing strategy required to effectively penetrate the lucrative pharmacy and health stores retail markets,” states Bernard Fortier, CEO of Tetra.
Tetra’s vision is to develop an evidence-based approach, thereby allowing pharmacists to dispense these medicines to patients in need. Despite the growing popularity of cannabis oils, physicians and pharmacists across Canada are still hesitant to support the use of these products because of the lack of data supporting its medical use. Dr. Guy Chamberland, Chief Science Officer, commented: “This trial is part of Tetra’s corporate strategy to develop the science required to commercialize safe and efficacious cannabis oil products post-legalization and to create innovative oral drug formulations for the development of medicines in the management of pain, anxiety and the treatment of cancer.”
In that respect, Tetra’s scientific team is supporting the strategy by initiating a phase 1 clinical trial to characterize the safe use of these cannabis oil medicines in humans. Tetra has worked with Altasciences Clinical Research for the preparation of the Clinical Trial Application (CTA) for the conduct of a double-blind phase 1 study to assess safety, tolerability and pharmacokinetics of single and multiple daily doses of cannabis (Delta-9-tetrahydrocannabinol/Cannabidiol) oil capsules administered to healthy human volunteers. Health Canada issued a No Objection Letter for the conduct of the phase I clinical trial on January 12nd, 2018. Altasciences Clinical Research will be initiating the clinical trial activities in the coming weeks. The cannabis oil is manufactured by Tetra’s partner, Aphria Inc.
1: | Health Canada Market Data, [https://www.canada.ca/en/health-canada/services/drugs-health-products/medical-use-marijuana/licensed-producers/market-data.html] |
2: | Cannabis Sector, Eight Capital Estimates, July 2017 |
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products.
More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a license for the production of medical marijuana; failure to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company’s public disclosure record on file with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. While no definitive documentation has yet been signed by the parties and there is no certainty that such documentation will be signed The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Dr. Anne-Sophie Courtois, DVM
Vice President, Marketing & Communications
(514) 360-8040 Ext. 210
anne-sophie.courtois@tetrabiopharma.com
- Published in Medical Marijuana, Tetra Bio Pharma
Tetra Bio-Pharma Enters into Agreement to Acquire Remaining 20% Interest in Phytopain Pharma Subsidiary
Momentum Public Relations
Press Release: January 2, 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation (collectively, the “Vendors”).
Under the terms of the Purchase Agreement, Tetra will acquire from the Vendors all of the remaining issued and outstanding common shares of Tetra’s subsidiary, Phytopain Pharma Inc. (“PPP”), currently held by the Vendors (representing 20% of the issued and outstanding shares of PPP) for an aggregate purchase price (the “Purchase Price”) of $12,425,089 (the “Transaction”). Upon completion of the Transaction, PPP will become a wholly-owned subsidiary of Tetra.
“Upon completion, this transaction will be a significant milestone for Tetra Bio-Pharma and all our stakeholders,” said Bernard Fortier, Tetra’s CEO.
“The two selling shareholders – our Chairman and our Chief Scientific Officer – are both committed to the long-term success of Tetra as evidenced by their agreement to accept shares in Tetra in lieu of an all- cash transaction. As well, a percentage of those shares are going to be released once certain key milestones for the company have been reached,” he said.
“This transaction will allow Tetra to gain 100% control of Phytopain Pharma, a key asset in the development of our pipeline of cannabinoid-based drugs and gives our company full flexibility to enter into other partnerships or agreements in the future.”
The Transaction is subject to customary closing conditions including, but not limited to, approval of the TSX Venture Exchange (“TSXV”) and any other approval that may be required by the TSXV.
The Transaction
Under the terms of the Purchase Agreement, the Purchase Price for the Transaction is comprised of the following:
- Cash: An aggregate cash payment of $248,000 (the “Cash Payment”). Under the terms of the Purchase Agreement, the Cash Payment is payable in escrow as of the signature of the Purchase Agreement and has been paid to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV. In addition, Tetra has agreed to pay the Vendors, immediately upon signature of the Purchase Agreement, a non-refundable amount of $200,000, payable out of the funds available for the Cash Payment, to induce the Vendors to provide an exclusivity of negotiation to the Purchaser for the Transaction.
- Promissory Notes: Promissory notes issued by Tetra to the Vendors in an aggregate principal amount of $2,236,696 (the “Notes”), which Notes are payable in accordance with a specified milestone schedule as described in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Notes have been delivered to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV.
- Tetra Shares: Common shares of Tetra (“Common Shares”) will be issued to the Vendors as follows:
- Upon completion of the Transaction, an aggregate of 2,485,218 Common Shares will be issued to the Vendors.
- Upon completion of the Transaction, 7,455,653 Common Shares will be issued to
Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”), to be held in escrow and released by the Escrow Agent under the terms and conditions set forth in the Purchase Agreement and the terms and conditions of an escrow agreement to be executed at closing by the Vendors, the Corporation and the Escrow Agent.
The Vendors under the Purchase Agreement are entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation and are therefore considered “non-arm’s length parties” under the rules of the TSXV. Mr. Rancourt and Mr. Chamberland have properly disclosed their respective interest in the Transaction to the board of directors of the Corporation.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). While MI 61-101 would generally subject the transaction to minority shareholder approval and formal valuation requirements, the Corporation will avail itself of the exemptions applicable under Section 5.5(a) of MI 61- 101.
Mr. Rancourt currently has ownership or direction and control over (i) an aggregate of 465,000 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 0.37% of the issued and outstanding Common Shares on a non- diluted basis and approximately 4.66% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Rancourt are released to Mr. Rancourt or an affiliate of Mr. Rancourt in accordance with the Purchase Agreement, Mr. Rancourt would then have ownership or direction and control over (i) 5,435,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.20% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.17% of the issued and outstanding Common Shares.
Mr. Chamberland currently has ownership or direction and control over (i) an aggregate of 1,250,000 Common Shares, (ii) 350,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 1.00% of the issued and outstanding Common Shares on a non-diluted basis and approximately 4.32% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Chamberland are released to Mr. Chamberland or an affiliate of Mr. Chamberland in accordance with the Purchase Agreement, Mr. Chamberland would then have ownership or direction and control over (i) 6,220,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.70% of the issued and outstanding Common Shares.
Each of Mr. Rancourt and Mr. Chamberland proposes to acquire the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of Tetra. These investments will be reviewed on a continuing basis and their holdings may be increased or decreased in the future.
The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV. The Transaction has been unanimously approved by Tetra’s board of directors (with André Rancourt abstaining from voting) and Tetra anticipates that the Transaction will be completed in the first quarter of 2018.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products. More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Corporation, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a licence for the production of medical marijuana; failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™ product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™ product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Bernard Fortier, MBA
Chief Executive Officer
(514) 360-8040 Ext. 206
bernard.fortier@tetrabiopharma.com
www.tetrabiopharma.com
- Published in Medical Marijuana, Tetra Bio Pharma