/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Oct. 19, 2020 /CNW/ - StageZero Life Sciences
Ltd. (TSX: SZLS) ("StageZero", or the "Company"), is
pleased to announce that it has filed a preliminary short form
prospectus (the "Prospectus") with the securities
commissions in the Provinces of British
Columbia, Alberta, and
Ontario (the "Canadian
Jurisdictions"), in connection with an overnight marketed
public offering (the "Offering") of units (the
"Units") of the Company for gross proceeds of a minimum of
C$5 million and maximum of
C$10 million.
Each Unit will consist of one common share of the Company (each
a "Common Share") and one-half of one common share purchase
warrant (each full warrant, a "Warrant" and collectively the
"Warrants").
The Offering will be conducted by Echelon Wealth Partners Inc.
("Echelon") and Clarus Securities Ltd. ("Clarus", and
collectively with Echelon, the "Agents") as Co-Lead Agents
and Joint Bookrunners and is subject to customary closing
conditions, including the approval of the securities regulatory
authorities and the Toronto Stock Exchange.
The Offering will be completed (i) by way of a short form
prospectus filed in the Canadian Jurisdictions (ii) on a private
placement basis in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and (iii) outside
Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
The Offering is expected to close on or about November 12, 2020, or such other date as the
Company and the Agents may agree. The size of the Offering, between
the minimum and maximum, and the price of the Offering will be
determined in the context of the market.
The Company has granted the Agents an option to purchase up to
an additional 15% of the Units sold under the Offering, at the
issue price of the Units. The Over-Allotment Option may be
exercised in whole or in part to purchase Common Shares, Warrants
or Units as determined by the Agents upon written notice to the
Company at any time up to 30 days following the closing date of the
Offering (the "Over-Allotment Option").
The Company intends to use the net proceeds of the Offering for
development of its testing facility in Richmond, Virginia, working capital and
general corporate purposes.
The Prospectus is available on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any applicable
state securities laws, and may not be offered or sold to, or for
the account or benefit of, persons in the
United States or to U.S. persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. "United
States" and "U.S. persons" shall have the meanings assigned to them
in Regulation S under the U.S. Securities Act.
About StageZero Life Sciences Ltd.
StageZero Life Sciences is dedicated to the early detection of
multiple disease states through whole blood. The Company operates a
CAP accredited and CLIA certified high complexity reference
laboratory based in Richmond,
Virginia. A specialist in PCR testing for the early
identification of Cancer through blood, the Company is uniquely
positioned to provide both COVID PCR testing (nasal swab) and blood
test analysis (Antibody testing). Our full service, telehealth
platform includes access to physicians and phlebotomist who can
prescribe and draw samples for individuals and groups. As we
provide COVID-19 test during this Pandemic, we continue making
progress with our mission to eradicate late stage cancers through
early detection. Our next generation test, Aristotle®, is a
multi-cancer panel for simultaneously screening for 10 cancers from
a single sample of blood with high sensitivity and specificity for
each cancer. www.stagezerolifesciences.com
Forward-Looking Statements
This press release contains forward-looking statements
identified by words such as "expects", "will" and similar
expressions, which reflect the Company's current expectations
regarding future events, including the size and pricing of the
Offering, the closing of the Offering, regulatory approvals and the
intended use of proceeds. The forward-looking statements involve
risks and uncertainties that could cause the Company's actual
events to differ materially from those projected herein. Investors
should consult the Prospectus and the Company's ongoing quarterly
filings and annual reports for additional information on risks and
uncertainties relating to these forward-looking statements. The
reader is cautioned not to rely on these forward-looking
statements. The Company disclaims any obligation to update these
forward-looking statements, except as required by law.
The Toronto Stock Exchange has neither approved nor
disapproved the information contained herein.
A preliminary prospectus containing important information
relating to these securities described herein has been filed with
securities commissions or similar authorities in certain
jurisdictions of Canada. The
preliminary prospectus is still subject to completion or amendment.
Copies of the preliminary prospectus may be obtained by emailing
Echelon Wealth Partners Inc., at ecm@echelonpartners.com. There
will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been
issued.
SOURCE StageZero Life Sciences Ltd.
