Hemostemix Closing $3,000,000 Private Placement

Rhea-AI Summary

Hemostemix (OTCQB: HMTXF) has expanded its previously announced private placement from $2.5 million to $3 million due to oversubscription. The company is offering Units at $0.10 each, consisting of one Common Share and one Warrant exercisable at $0.15 for two years.

Notable insider participation includes Chairman Peter Lacey ($1.5 million) and Director Loran Swanberg ($100,000). The proceeds will be used to repay CD#1 at a 50% discount to face value ($1.25 million) and for general working capital to support operational expenses, including marketing and sales of VesCell™.

Positive

• None.

Negative

• Dilutive effect of new share issuance at $0.10 per unit
• Related party transaction with significant insider participation may raise governance concerns
• Company requires funding for operational expenses, suggesting cash flow challenges

Calgary, Alberta--(Newsfile Corp. - July 17, 2025) - Further to the June 26 and July 9th press releases announcing the Hemostemix Inc's (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) ("Hemostemix" or the "Company") non-brokered private placement of $2,500,000 and its oversubscription, the Company has accepted additional over-subscriptions totalling $500,000. The Company is amending its filing with the TSXV for a private placement for gross proceeds of up to $3,000,000.

Purchasers have subscribed for Units at $0.10. Each Unit consists of one Common Share and one Warrant. Each Warrant may be exercised by the holder to acquire one Common Share at $0.15 for a period of two years from the Closing Date, subject to the following accelerator: If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the Closing Date, the closing sales price of the Common Shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Exchange is greater than a weighted average price of $0.185 per common share, the Corporation may provide notice in writing to the holders of the warrants by issuance of a press release that the expiry date of the warrants is accelerated to the date that is 30 days following such press release.

Including Mr. Peter Lacey, Chairman, and Mr. Loran Swanberg, Director, who subscribed for $1,500,000 and $100,000, respectively, certain directors of the Company are participating in the Offering, which constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSXV. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, at the time the Offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) in the Offering, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101.

The use of proceeds will be allocated to repayment of CD#1 in full at a 50% discount to face value ($1,250,000) and general working capital in support of the Company's continuing operational expenses, including marketing and sales of VesCell™.

ABOUT HEMOSTEMIX
Hemostemix is an autologous stem cell therapy platform company, founded in 2003. A winner of the World Economic Forum Technology Pioneer Award, the Company has developed, patented, is scaling and selling autologous (patient's own) blood-based stem cell therapy, VesCell™ (ACP-01). Hemostemix has completed seven clinical studies of 318 subjects and published its results in ten peer reviewed publications. ACP-01 is safe, clinically relevant and statistically significant as a treatment for peripheral arterial disease, chronic limb threatening ischemia, non ischemic dilated cardiomyopathy, ischemic cardiomyopathy, congestive heart failure, and angina. Hemostemix completed its Phase II clinical trial for chronic limb threatening ischemia and published its results in the Journal of Biomedical Research & Environmental Science. As compared to a five year mortality rate of 60% in the CLTI patient population, UBC and U of T reported to the 41st meeting of vascular surgeons: 0% mortality, cessation of pain, wound healing in 83% of patients followed for up to 4.5 years, as a midpoint result. For more information, please visit www.hemostemix.com.

For further information, please contact: Thomas Smeenk, President, CEO & Co-Founder: EM: tsmeenk@hemostemix.com / PH: 905-580-4170

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to the Closing of a non brokered private placement, in furtherance of sales in Florida of VesCell™ (ACP-01), and the commercialization of ACP-01 via the sale of compassionate treatments under Florida SB 1768. There can be no assurance that such forward-looking information will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Hemostemix's current beliefs and is based on information currently available to Hemostemix and on assumptions Hemostemix believes are reasonable. These assumptions include, but are not limited to: the underlying value of Hemostemix and its Common Shares; the successful resolution of any litigation that Hemostemix is pursuing or defending (the "Litigation"); the results of ACP-01 research, trials, studies and analyses, including the analysis being equivalent to or better than previous research, trials or studies; the receipt of all required regulatory approvals for research, trials or studies; the level of activity, market acceptance and market trends in the healthcare sector; the economy generally; consumer interest in Hemostemix's services and products; competition and Hemostemix's competitive advantages; and, Hemostemix obtaining satisfactory financing to fund Hemostemix's operations including any research, trials or studies, and any Litigation. Forward-looking information is Subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Hemostemix to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of Hemostemix to complete clinical trials, complete a satisfactory analyses and file the results of such analyses to gain regulatory approval of a phase II or phase III clinical trial of ACP-01; potential litigation Hemostemix may face; general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations including the actual results of future research, trials or studies; competition; changes in legislation affecting Hemostemix; the timing and availability of external financing on acceptable terms; long-term capital requirements and future developments in Hemostemix's markets and the markets in which it expects to compete; lack of qualified, skilled labour or loss of key individuals; and risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, disruptions to economic activity and financings, disruptions to supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession or depression; the potential impact that the COVID-19 pandemic may have on Hemostemix which may include a decreased demand for the services that Hemostemix offers; and a deterioration of financial markets that could limit Hemostemix's ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Hemostemix's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although Hemostemix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Hemostemix as of the date of this news release and, accordingly, it is Subject to change after such date. However, Hemostemix expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259165

FAQ

What is the size and price of HMTXF's private placement announced on July 17, 2025?

Hemostemix's private placement is for $3 million, with units priced at $0.10 each, consisting of one common share and one warrant exercisable at $0.15.

How much insider participation is there in HMTXF's private placement?

Insiders are participating significantly, with Chairman Peter Lacey investing $1.5 million and Director Loran Swanberg investing $100,000.

What are the terms of the warrants in HMTXF's private placement?

Each warrant is exercisable at $0.15 for two years, with an accelerator clause if the stock trades above $0.185 for 10 consecutive days.

How will HMTXF use the proceeds from the private placement?

The proceeds will be used to repay CD#1 at a 50% discount ($1.25 million) and for general working capital, including marketing and sales of VesCell™.

What regulatory exemptions is HMTXF using for this related party transaction?

Hemostemix is using exemptions under MI 61-101 sections 5.5(b) and 5.7(1)(a) as the transaction value is below 25% of market cap and the company isn't listed on a specified exchange.