Aedesius Holdings Ltd. (AedesiusOne), a privately held global disruption aggregator, enters Into $30M Securities Purchase Agreement with Q BioMed.
Up front investment of up to $20M with an optional $10M in 6 month warrants.
Proceeds may be used for deploying contract sales force, advancing pipeline, redeeming outstanding convertible debt and convertible preferred shares and acquiring later-stage asset(s).
NEW YORK, May 11, 2021 - Q BioMed Inc. (OTCQB: QBIO), announced today that it has signed a securities purchase agreement (“Transaction”) with Aedesius Holdings Ltd (AedesiusOne), a privately owned United Kingdom based healthcare and technology aggregator. AedesiusOne is run by Geoffrey Fatzinger, our Global Head of Regulatory Affairs. The agreement gives AedesiusOne the opportunity to buy approximately 43% of the outstanding QBIO shares for an aggregate of $30,000,000. The Transaction is structured as an initial investment of $5,000,000 with an additional $15,000,000 by September 30, 2021 with 50% warrant coverage allowing an additional $10,000,000 investment within 120 days. The Unit Price is set at $1.25 per share, a 31% premium to yesterday's closing price. The investor is expected to ultimately take a seat on the Board.
The post-money Company valuation after the initial closings will be approximately $58M using the purchase price of $1.25, a market cap valuation and net equity level required for listing on a national exchange. Assuming exercise of the warrants and using the same valuation, our market cap will be approximately $70 million.
The company plans on using the initial proceeds to advance its business plan on several fronts. Our top priority is to deploy a contract sales force for Strontium89 in commercial and federal settings immediately. We will also focus on advancing our rare disease portfolio in non-verbal autism and liver cancer, and leveraging the now almost $10,000,000 in committed non-dilutive German and Canadian government funding for the Mannin platform of vascular therapeutics for Acute Respiratory Distress Syndrome for COVID-19 patients, Glaucoma and Kidney diseases. After the second closing, we expect to use some of the proceeds to extinguish all remaining debt and redeem some or all of the remaining convertible preferred shares.
Denis Corin, Q BioMed CEO said, “Obviously this is a very impactful investment for Q BioMed. Not only does it come from an insider, but it is the largest single investment we have ever had. It allows us to move forward with our pre-covid commercial roll-out plans for Strontium89 on a worldwide basis. This funding also gives us the ability to advance our therapeutic development and pipeline opportunities andreduce the financing risk that typically overhangs small cap biotech companies with 18 months of cash before taking into account the income that we expect from our Strontium89 revenues. Further, we will be in a position to extinguish all remaining debt and convert all outstanding preferred shares, thereby increasing our shareholder equity and positioning the company for an uplisting. Strategically, we also expect to review our pipeline, specifically with regards to adding one or more late-stage assets through acquisition or licensing.”
Geoff Fatzinger, Founder & Chairman of AedesiusOne said, “I have tremendous respect for Denis and the QBioMed team, and we all believe in making a difference in the world of healthcare in a disruptive way. I found us to be aligned in our goals, in business, and in our views on life generally. AedesiusOne is aggregating several healthcare businesses under its umbrella. AedesiusOne was founded to be a platform to launch positive and needed disruption in many markets, with healthcare and medicine being one of the cornerstones. Having spent the last 30 years in this space and playing a part in the development and commercialization of hundreds of drugs and devices worldwide, I believe investing in and working with Q BioMed long-term is a great way to help accelerate the development of key therapies that are much needed and neglected in the pharma and medical technology space, while investing in an extremely under-valued asset.”
About AedesiusOne (formerly Aedesius Holdings Ltd)
AedesiusOne is a newly founded, global, privately owned multifaceted company. This trailblazing new entity is aggregating several healthcare businesses under its umbrella, providing a platform to launch much-needed, positive disruption across many markets, noticeably in healthcare and medicine. With an unwavering moral compass setting itself apart from the current plethora of private equity and venture capitalists, AedesiusOne believes in responsible investing, and champions like-minded businesses looking to make a real change in neglected areas.
About Q BioMed Inc.
Q BioMed Inc is a biotech acceleration and commercial stage company. Q BioMed is focused on licensing and acquiring undervalued biomedical assets in the healthcare sector. Q BioMed is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital needed to ensure they meet their developmental potential, enabling them to provide products to patients in need.
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This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
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