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TORONTO, CANADA – TheNewswire -- February 2, 2024 –Cytophage Technologies Ltd. (“ Cytophage ” or the“ ResultingIssuer ” (TSXV:CYTO) ) (formerly Cuspis CapitalIII Ltd. (“ Cuspis ”) (TSXV:CIII.P) ) is pleased to announcethe completion of its previously announced reverse takeovertransaction (the “ Transaction ”) with Cytophage Technologies Inc. (“ CTI ”), a privately-held biotechnology company. The ResultingIssuer has also received conditional approval tolist its common shares (the “ Resulting Issuer Shares ”) on the TSX Venture Exchange Inc. (the “ TSXV ”).
The Resulting Issuer Shares are expected to commencetrading on the TSXV under the symbol “ CYTO ” on or aboutFebruary 8, 2024. A further press release is expected to bedisseminated prior to the commencement of trading on the Trading Date(as defined herein).
The Transaction
The Transaction wascompleted according to the terms of a business combination agreementdated November 6, 2023, as amended on January 19, 2024 (the“ Business CombinationAgreement ”). Pursuant to the BusinessCombination Agreement, CTI and 10188932 Manitoba Ltd. (“ Subco ”) (awholly-owned subsidiary of Cytophage incorporated under the laws ofthe Province of Manitoba for the purpose of completing theTransaction) amalgamated today in accordance with the provisions ofthe CorporationsAct (Manitoba) (the “ Amalgamation ”) andcontinued operating under the name “Cytophage Technologies Inc.”(“ Amalco ”).
In connection with the Transaction: (i) holders of the45,309,040 issued and outstanding Class A common shares of CTI (the“ CTI Shares ”) received one common share of Cytophage (each a“ Resulting IssuerShare ”) for each CTI Share held; and (ii) asconsideration for the issuance of the Resulting Issuer Shares toeffect the Amalgamation, the Resulting Issuer received one commonshare of Amalco for each Resulting Issuer Share issued to holders ofCTI Shares.
Additionally, the Resulting Issuer issued, on a 1:1basis, approximately: (i) 6,511,344 replacement common share purchasewarrants (the “ ResultingIssuer Warrants ”) to existing holders of ClassA common share purchase warrants of CTI, with e ach Resulting Issuer Warrant being exercisable to acquire oneResulting Issuer Share at an exercise price ranging between $0.50 and$1.40 per share and expiring between June 30, 2025 and October 1,2026; and (ii) 4,260,000 stock options (the “ Resulting Issuer Options ”) to existing holders of stock options of CTI, with eachResulting Issuer Option being exercisable to acquire one ResultingIssuer Share at an exercise price ranging from $0.10 to $1.30 andexpiring between June 30, 2024 and October 11, 2030.
Prior to the Amalgamation and in connection with theTransaction, Cuspis consolidated its shares on a 4.1448 basis (the“ Consolidation ”) resulting in 8,444,316 post-Consolidation common sharesof Cuspis and changed its name to “Cytophage Technologies Ltd.”
A summary of material changes resulting from theTransaction are provided herein. For further information, readers arereferred to the filing statement of the Resulting Issuer dated January30, 2024 (the “ FilingStatement ”), which was prepared in accordancewith the requirements of the TSXV and filed under Cytophage’sSEDAR+ profile at www.sedarplus.ca .
Concurrent and Prior Financings
On December 22, 2023, CTI completed a private placementof 2,500,000 subscription receipts (“ Subscription Receipts ”) at a price of $1.00 per Subscription Receipt (the“ ConcurrentFinancing ”) for aggregate gross proceeds of$2,500,000. Completion of: (i) the Concurrent Financing; and (ii) anon-brokered private placement of units of CTI completed in twotranches on June 30, 2023 and August 31, 2023 for aggregate grossproceeds of approximately $523,000, satisfied the concurrent financingcondition of the Transaction.
In connection with the Concurrent Financing and uponclosing of the Transaction, certain duly registered and eligiblefinders (the “ Finders ”) will receive an aggregate cash feeof $42,525.00, being an amount equal to 7.0% of the aggregate grossproceeds raised from subscribers introduced by the Finders,collectively. As additional consideration, the Finders also receivedan aggregate of 35,525 finder’s warrants (“ Finder’s Warrants ”), being an amount equal to 7.0% of the number ofSubscription Receipts issued to subscribers introduced by the Finders,collectively. One Finder will only receive a cash fee for its effortsin connection with the Concurrent Financing. Upon completion of theAmalgamation, each Finder’s Warrant was exchanged for one ResultingIssuer finder’s warrant (a “ Resulting Issuer Finder’s Warrant ”)exercisable until February 2, 2026 to acquire one Resulting Issuerunit, comprising one Resulting Issuer Share and one-half of oneResulting Issuer Warrant, at a purchase price equal to $1.00 perResulting Issuer Finder Warrant.
The net proceeds from the Concurrent Financing will beused to complete the Transaction, fund regulatory approval(s) forexisting Cytophage products, the development of new Cytophage productsand for working capital and general corporate purposes.
Name Change, Consolidation and Boardand Management Changes
Completion of the Transaction was subject to a numberof conditions that are customary for a transaction of this nature.Prior to the completion of the Transaction, Cuspis effected theConsolidation, changed its name to “Cytophage Technologies Ltd.”,reconstituted its board of directors to consist of William Ollerheadand nominees of CTI, and all existing officers of Cuspis resigned andwere replaced by nominees of CTI, including Dr. Steven Theriault asChief Executive Officer, Julius Kalcevich as Chief Financial Officer,Heather Medwick as President and Corporate Secretary and MichaelGraham as Chief Commercial Officer.
Consolidated Capitalization
After giving effect to the Transaction and theConcurrent Financing, the following securities of the Resulting Issuerare issued and outstanding as of the date hereof: (i) 53,753,356Resulting Issuer Shares; (ii) 6,511,344 Resulting Issuer Warrants;(iii) 5,104,432 Resulting Issuer Options; (iv)84,443 Resulting Issuer Options issued to eligible charitableorganizations; (v) 603,165 warrants to acquire Resulting Issuer Sharesissued to certain agents; and (vi) 35,525 Resulting Issuer Finder’sWarrants.
Escrowed Securities
Pursuant to the requirements of the TSXV, upon listingof the Resulting Issuer Shares, all securities of the Resulting Issuerthat are held by “principals” of the Resulting Issuer (as well ascertain other founding shareholders of CTI and Cuspis) (collectively,the “ EscrowedShareholders ”) will be placed into escrowpursuant to applicable TSXV requirements and governed by EscrowAgreements (as defined herein). Upon the date on which the ResultingIssuer resumes trading on the TSXV, which is expected to be on orabout Thursday February 8, 2024 (the “ Trading Date ”),there will be an aggregate of 11,937,493 Resulting Issuer Shares, 4,949,975 Resulting IssuerWarrants and 3,230,000 Resulting Issuer Options held pursuant toapplicable TSXV escrow agreements (collectively, the “ Escrowed Securities ”) entered into among the TSX Trust Company (as escrow trustee), theResulting Issuer and the Escrowed Shareholders (the “ Escrow Agreements ”).
TSXV Approval
Cuspis was a capital pool company as defined under theTSXV Policy 2.4 – CapitalPool Companies and the Resulting Issuer Shares,subject to the following, are expected to resume trading on the TSXVon the Trading Date. The Transaction remainssubject to final approval by the TSXV and fulfillment of all of therequirements of the TSXV in order to obtain suchapproval including, among other things, submission and acceptance ofall documents requested by the TSXV in its conditional acceptanceletter and payment of all outstanding fees to the TSXV. T he Resulting Issuer Shares will tradeon the TSXV under the stock ticker“CYTO”.
Cytophage Technologies Ltd.
Cytophage is a leading-edge Canadian biotechnologycompany that uses advanced molecular genetic techniques and syntheticbiology to create highly effective bacteriophages to address bacterialchallenges affecting animal health, human health, and food security.Bacteriophages are viruses that have evolved to specifically targetand destroy strictly bacterial cells and are safe for humans, animals,and plants. To combat dangerous bacteria, Cytophage generatescustomized phages to address specific bacterial infections, includingstrains resistant to antibiotics. Cytophage has also recentlydeveloped a ‘phage-display’ methodology to develop vaccine-likeproducts using bacteriophages for a number of potential applicationsin human and animal health.
A dditional information onCytophage is available at www.cytophage.com and byreviewing its profile on SEDAR+ at www.sedarplus.ca .
Cautionary Statementon Forward-Looking Information
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
This news releasecontains “forward-looking information” and “forward-lookingstatements” (collectively, “forward-looking statements”) withinthe meaning of the applicable Canadian securities legislation. Allstatements, other than statements of historical fact, areforward-looking statements and are based on expectations, estimatesand projections as at the date of this news release. Any statementthat involves discussions with respect to predictions, expectations,beliefs, plans, projections, objectives, assumptions, future events orperformance (often but not always using phrases such as “expects”,or “does not expect”, “is expected”, “anticipates” or“does not anticipate”, “plans”, “budget”, “scheduled”,“forecasts”, “estimates”, “believes” or “intends” orvariations of such words and phrases or stating that certain actions,events or results “may” or “could”, “would”, “might”or “will” be taken to occur or be achieved) are not statements ofhistorical fact and may be forward-looking statements.
Forward-lookingstatements involve known and unknown risks, uncertainties and otherfactors which may cause the actual results, performance orachievements of Cytophage to be materially different from any futureresults, performance or achievements expressed or implied by theforward-looking statements. Factors that could cause actual results todiffer materially from those anticipated in these forward-lookingstatements are described under the caption “Risk Factors” inCytophage’s Filing Statement dated January 30, 2024, which isavailable for view on SEDAR+ at www.sedarplus.ca. These risks includebut are not limited to, the risks associated in Cytophage’s businessand industry, such as the inherent technology anddevelopment risk of bacteriophages and general business, economic, competitive,political and social uncertainties . Forward-lookingstatements contained herein are made as of the date of this pressrelease, and Cytophage disclaims, other than as required by law, anyobligation to update any forward-looking statements whether as aresult of new information, results, future events, circumstances, orif management’s estimates or opinions should change, or otherwise.There can be no assurance that forward-looking statements will proveto be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Accordingly, thereader is cautioned not to place undue reliance on forward-lookingstatements.
This news releases does notconstitute an offer to sell or the solicitation of an offer to buy anysecurities in any jurisdiction.
For more information regarding Cytophage, pleasecontact Dr. Steven Theriault, the Chief Executive Officer ofCytophage.
Dr. Steven Theriault, CEO
Cytophage Technologies Inc.
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