A Medical Device Daily
Current Technology Corp. (CTC; Vancouver, British Columbia) reported that it has reached an agreement with the company's largest shareholder, Keith Denner, to restructure $1,173,823 indebtedness of the company to Denner.
The $1,173,823 of indebtedness is comprised of an $826,335 promissory note and a $347,488 convertible promissory note.
The $826,335 promissory note is, in turn, comprised of $704,900 as reported in the company's most recently issued financial statements dated Sept. 30, 2004, $88,456 of additional advances made by Denner for legal fees with respect to this matter and accrued interest.
The $347,488 convertible promissory is comprised of $279,300 of principal (no new advances have been made under this instrument since September 2001) and accrued interest.
The $826,335 promissory note is restated by the company issuing to Denner a convertible promissory note bearing interest at 10% per annum and due and payable Jan. 2, 2007.
Denner has the right to convert all or part of this new debt to common shares of the company at a conversion price of 25 cents per share.
In addition, the company is issuing Denner warrants to purchase an additional 3.2 million shares. The warrants are exercisable at a price of 25 cents per share and expire on the later of Jan. 2, 2010, or the date that is one year and five business days after the new debt is repaid in full.
Additionally, under the agreement, the $347,488 convertible promissory note is converted into 6,949,766 common shares and warrants to purchase an additional 6,949,766 common shares. The warrants are exercisable at a price of 5 cents a share and expire on March 31, 2006, or on the date that is one year and five business days after the new debt is repaid in full, which ever one comes later.
After taking into consideration the foregoing issuances, Denner owns 14,979,266 common shares (representing about 22.29% of the issued and outstanding shares of the company) and warrants to purchase an additional 16,908,933 common shares.
Of the 6,759,167 warrants held by Denner prior to the foregoing issuances, the company has agreed to extend all of the expiry dates to Jan. 9, 2007, or on the date that is one year and five business days after the new debt is repaid in full, whichever comes first.
The company also has agreed to adjust the terms applicable to 2.98 million warrants (included in the aforementioned 6,759,167 warrants) held by Denner. These warrants will now be exercisable at 5 cents a share up to and including Feb 7, 2006, or on the date that is seven days after the new debt is repaid in full (whichever is later) and at 10 cents thereafter.
In the aggregate, after giving effect to the exercise of Denner's warrants and the conversion of the convertible promissory note issued to him (and prior to the exercise or conversion of any options, warrants or other convertible securities of the company by any other holder), Denner would own under applicable securities law 40.26% of the deemed outstanding shares of the company.
Denner has indicated that he has no present intention to further increase his beneficial ownership of or control or direction over the shares, though he may, in the future, take such actions in respect of his holdings as he deems appropriate.
Through its ETG medical device, CTC focuses on the treatment of excessive hair loss due to androgenetic alopecia (common baldness) and chemotherapy.
Cardiome Pharma (Vancouver, British Columbia), a life sciences company focused on developing drugs to treat or prevent cardiovascular diseases, reported that it has completed its previously disclosed public offering of 8.5 million common shares.
The shares were sold at $6 a share and all common shares were offered by the company. The offering resulted in total gross proceeds to the company of $51 million.
The underwriters still have an option to purchase up to an additional 1.275 million common shares from the company at the offering price during the period ending 30 days from March 18, to cover any over-allotments.
The company said that if the over-allotment is exercised in full, total gross proceeds of the offering would be about $58.6 million.
Cardiome said in its prospectus it intended to use the proceeds to fund clinical development of RSD1235 in both intravenous and oral formulations, as well as oxypurinol for congestive heart failure, also in clinical trials. Funds also are expected to go toward other research and development programs, capital expenditures and general corporate purposes.
UBS Investment Bank and CIBC World Markets were joint book-running managers in the offering. The syndicate of underwriters also included GMP Securities, Leerink Swann & Co., First Associates Investments and Orion Securities.