Bioasis Technologies Inc. Announces Termination of Arrangement Agreement with Midatech Pharma plc

Rhea-AI Summary

Bioasis Technologies has announced the termination of its arrangement agreement with Midatech Pharma plc after Midatech's shareholders rejected the acquisition proposal. The termination, effective immediately, follows the lack of shareholder approval during a recent general meeting. Bioasis is set to receive a US$225,000 reimbursement from Midatech as per the agreement's terms. The company will now explore alternative strategies to enhance shareholder value, including potential partnerships. Current cash reserves plus expected reimbursements are projected to last until March 2023, necessitating additional financing to support ongoing operations.

Positive

• Bioasis is receiving a US$225,000 reimbursement from Midatech following the termination of the acquisition agreement.
• The company is exploring strategic alternatives to enhance shareholder value, which may lead to new opportunities.

Negative

• Midatech shareholders rejected the acquisition deal, which Bioasis believed was in the best interests of both companies.
• Bioasis requires additional financing beyond March 2023 to continue operations and fulfill existing obligations.

NEW HAVEN, Conn., Jan. 23, 2023 (GLOBE NEWSWIRE) -- BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI) (the “Company” or “Bioasis”), a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and a differentiated, proprietary xB³ ™ platform for delivering therapeutics across the blood-brain barrier (“BBB”) and the treatment of central nervous system (“CNS”) disorders in areas of high unmet medical need, today announced that it has terminated the arrangement agreement (the “Arrangement Agreement”) dated December 13, 2022, as amended December 18, 2022, between Bioasis and Midatech Pharma plc (“Midatech”). The Arrangement Agreement provided for Midatech’s acquisition of all of Bioasis’ issued and outstanding shares in exchange for ordinary shares of Midatech by way of a statutory plan of arrangement under the laws of British Columbia (the “Arrangement”).

One of the conditions precedent to completion of the Arrangement was approval of the Arrangement and a number of related matters by the Midatech shareholders. Midatech has announced that its shareholders did not approve the Arrangement at the general meeting of Midatech shareholders held earlier today.

As a result, the Arrangement cannot proceed and Bioasis has provided written notice to Midatech that it has exercised its right to terminate the Arrangement Agreement. Under the terms of the Arrangement Agreement, Midatech is required to make an expense reimbursement payment to Bioasis of US$225,000. A copy of the Arrangement Agreement is available on Bioasis’ company profile at www.sedar.com.

Bioasis is disappointed that the Midatech shareholders did not support the Arrangement, which it believes would have been in the best interests of both companies and their respective stakeholders. With the termination of the Arrangement Agreement, Bioasis will continue to explore and evaluate strategic alternatives to enhance shareholder value, including continuing as a standalone company and evaluating potential strategic transactions or partnerships as well as any financing alternatives that may be available.

Bioasis’ existing cash reserves, together with the proceeds of the expense reimbursement payment and the final US$250,000 instalment of the bridge loan payable by Midatech on February 6, 2023, are currently expected to allow Bioasis to continue operations until approximately March 2023. Bioasis will require additional financing to continue as a going concern and to satisfy its ongoing obligations under the convertible security funding agreement between Bioasis and Lind Global Macro Fund, LP (“Lind”) and to repay the US$750,000 bridge loan from Midatech and the C$350,000 bridge loan from Lind, both of which mature on June 30, 2023 and are secured by a pledge of all of Bioasis’ assets.

On behalf of the Board of Directors of Bioasis Technologies Inc.

Deborah Rathjen, Ph.D., Executive Chair of the Board

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About Bioasis

Bioasis is a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and the xB³ ™ platform, a proprietary technology for the delivery of therapeutics across the blood brain barrier and the treatment of CNS disorders in areas of high unmet medical need. The delivery of therapeutics across the blood-brain barrier represents the final frontier in treating neurological disorders. The in-house development programs at Bioasis are designed to develop symptomatic and disease-modifying treatments for brain-related diseases and disorders. For more information about the Company, please visit www.bioasis.us.

Cautionary Statement on Forward-Looking Information

This press release may contain certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Bioasis to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the state of domestic and international capital markets; Bioasis’ ability to obtain financing; changes in general market conditions; and other risks and uncertainties relating to Bioasis and its business described more fully in Bioasis’ filings on SEDAR at www.sedar.com.

Bioasis undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Bioasis’ best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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.

Contacts:

Deborah Rathjen, Ph.D., Executive Chair of the Board and CEO
deborah@bioasis.us
203-533-7082

Investor Contact:

Graeme Dick
Colwell Capital Corp.
graeme@colwellcapital.com
403-561-8989

FAQ

What is the recent news about BIOAF regarding the acquisition deal?

Bioasis announced the termination of its acquisition arrangement with Midatech Pharma after the latter's shareholders rejected the proposal.

How much will Bioasis receive from Midatech following the termination?

Bioasis will receive a reimbursement of US$225,000 from Midatech as stipulated in the terminated agreement.

What are Bioasis's plans after the failed acquisition with Midatech?

Bioasis is exploring strategic alternatives to enhance shareholder value, including potential partnerships and financing options.

Until when can Bioasis operate with its current cash reserves?

Bioasis expects its current cash reserves and reimbursements to sustain operations until approximately March 2023.