Crossover Healthcare Fund Announces Ownership Interest in Pivotal Therapeutics Inc.
06 May 2014 - 7:22AM
Marketwired
Crossover Healthcare Fund Announces Ownership Interest in Pivotal
Therapeutics Inc.
BOSTON, MASSACHUSETTS--(Marketwired - May 5, 2014) - Crossover
Healthcare Fund ("Crossover") announces that pursuant to certain
acquisitions ("Acquisitions") it has acquired direct or beneficial
ownership in securities of Pivotal Therapeutics Inc.
(OTCQX:PVTTF)(CSE:PVO) ("Pivotal"), consisting of an aggregate of
12,462,768 common shares ("Common Shares"), 8,460,521 Common Share
purchase warrants ("Warrants") and 1,649.28 debt units convertible
into a total of 8,246,400 Common Shares ("Debt Units") in the
capital of Pivotal. Prior to the Acquisitions, Crossover
beneficially owned or controlled, directly or indirectly, 464,500
Common Shares or 0.6% of the issued and outstanding Common Shares
of Pivotal.
Pursuant to a non-brokered private placement ("Private
Placement") Crossover subscribed for 12,462,768 units of Pivotal
("Units") at the price of CDN $0.22 per Unit, each Unit consisting
of one Common Share and one-half of a Common Share purchase
Warrant, for aggregate consideration of CDN $2,741,809. Directly
after the closing of the Private Placement, Crossover held
ownership of an aggregate of 12,927,268 Common Shares and 6,231,388
Warrants.
In addition, Crossover acquired 1,649.28 Debt Units of Pivotal
at a price of CDN $1,000 per Debt Unit for aggregate consideration
of CDN $1,649,280 (the "Debt Financing"). Each Debt Unit consists
of a convertible promissory note (the "Notes") and Warrants to
purchase 1,200 Common Shares of Pivotal. Crossover may convert the
Notes into Common Shares for CDN $0.20 per Common Share at any time
prior to two (2) years from the date of issuance of the Notes. Each
Warrant may be exercised to purchase one Common Share upon payment
of the exercise price of CDN $0.30 per Common Share, exercisable
after the date of issuance and shall expire five (5) years after
the date of issuance. Pivotal issued 250,000 Warrants to Crossover
as payment for interest accrued in connection with Crossover's
ownership of Debt Units purchased under the Debt Financing.
As a result of the Acquisitions, Crossover currently holds
12,927,268 Common Shares representing 14.1% of the 91,916,277
issued and outstanding Common Shares. If the Warrants were
converted into Common Shares, Crossover would hold 21,387,789
Common Shares representing 21.3% of the 100,376,798 outstanding
Common Shares after such conversion and if the Notes were converted
into Common Shares, Crossover would hold 21,173,668 Common Shares
representing 21.1% of the 100,162,677 outstanding Common Shares
after such conversion (assuming that no other Warrants or Notes of
Pivotal are converted). If both the Warrants and Notes were
converted into Common Shares, Crossover would hold 29,634,189
Common Shares representing 27.2% of the 108,623,198 issued and
outstanding Common Shares after such conversion (assuming that no
other Warrants or Notes of Pivotal are converted).
Additional
Information
Crossover purchased the above noted securities from treasury in
reliance on the exemption provided in Section 2.3 of National
Instrument 45-106 - Prospectus and Registration Exemptions
for investment purposes and Crossover may, depending on market and
other conditions, increase or decrease its beneficial ownership,
control or direction over the Common Shares, Warrants, Notes or
other securities of Pivotal, through market transactions, private
agreements, treasury issuances, exercise of convertible securities
or otherwise.
This press release is issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which also requires a report to be
filed with the applicable securities commissions or similar
regulatory authorities in Canada, which report will contain
additional information with respect to the foregoing matters (the
"Early Warning Report"). A copy of the Early Warning Report will be
filed on SEDAR under Pivotal's company profile at
www.sedar.com.
Crossover Healthcare FundDaniel Carlson617-532-6459
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