Bioasis Announces Bridge Financing

BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI), (the “Company” or “Bioasis”), a pre-clinical, research-stage biopharmaceutical company developing its proprietary xB³™ platform technology for the delivery of therapeutics across the blood-brain barrier (“BBB”) and the treatment of central nervous system (“CNS”) disorders in areas of high unmet medical need, including brain cancers and neurodegenerative diseases, today announced that it intends to complete a bridge financing transaction (the “Bridge Financing”) for gross proceeds of approximately USD$500,000.

Bioasis intends to use the proceeds of the Bridge Financing for working capital purposes and to fund ongoing operations as it continues to pursue additional financing alternatives, including multiple potential technology licensing transactions which may yield near term cash inflows from upfront payments.

“We appreciate the continued support from this group of shareholders, who again approached the Company to undertake this financing, as we work towards the execution of a number of strategic transactions,” said Dr. Deborah Rathjen, Executive Chair and Chief Executive Officer of Bioasis.

Under the Bridge Financing, Bioasis will issue unsecured debentures (the “Debentures”) to a group of arm’s length investors. The Debentures will have a term of one year and bear interest at a rate of 7.5% per annum, payable semi-annually in arrears. The principal amount of the Debentures, and any accrued and unpaid interest thereon, shall be repayable in full in the event that the Company raises an aggregate of USD$500,000 (excluding any proceeds raised from the Bridge Financing) through financing, licensing or other business development activities (each an “Additional Financing Event”), within 14 days following the closing of any such Additional Financing Event.

Each investor in the Bridge Financing will also receive warrants to purchase common shares of Bioasis (the “Bonus Warrants”) on the basis of 5,000 Bonus Warrants for every $1,000 in principal of Debentures purchased. Each Bonus Warrant will entitle the holder, thereof, to purchase one common share of Bioasis at a price of CAD$0.20 per share for a period of one year.

The Company will pay finder fees relating to the Bridge Financing in the form of (i) a cash fee equal to 8.0% of the gross proceeds received from the issuance of the Debentures and (ii) the issuance of warrants to purchase that number of common shares of Bioasis equal to the gross proceeds received from the issuance of the Debentures and the exercise of any Bonus Warrants divided by CAD$0.20, for a period of five years.

Completion of the Bridge Financing, the issuance of the Bonus Warrants and payment of the finder fees are all subject to TSX Venture Exchange approval. All the securities issued pursuant to the Bridge Financing will be subject to a hold period in Canada, expiring four months and a day after the closing date.

About Bioasis

Bioasis Technologies Inc. is a biopharmaceutical company developing 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, including brain cancers and neurodegenerative diseases. 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. The company maintains headquarters in Guilford, Conn., United States. Bioasis trades on the TSX Venture Exchange under the symbol “BTI” and on the OTCQB under the symbol “BIOAF.” For more information about the company, please visit www.bioasis.us.

This press release does not constitute an offer to sell, solicitation of an offer to buy or a recommendation for any of the company’s securities. A securities offering by the company will only be made pursuant to a private placement memorandum, offering circular or prospectus. The content of this press release is qualified in its entirety by any such offering materials.

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

Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including the Company’s intended use of proceeds of the Bridge Financing, along with other statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments express or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of any product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: products that we develop may not succeed in preclinical or clinical trials, or future products in our targeted corporate objectives; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and the costs of launching our products may be greater than anticipated; we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward- looking statements and information to reflect subsequent events or circumstances, except as required by law.

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On behalf of the Board of Directors of Bioasis Technologies Inc.
Deborah Rathjen, Ph.D., Executive Chair of the Board
[email protected]
+1 203 533 7082