Hofseth BioCare ASA ("HBC") has today entered into a consultancy
agreement with James Berger (through his company Nevera AG). Mr.
Berger is a dual British and Italian citizen currently residing in
Switzerland who has previously worked as an investment banker with
Goldman Sachs International (London), JP Morgan (London), MAN
Investments PLC and Millennium Capital Management LLC. He has a
broad network with the largest investment banks and institutional
investors in Europe and globally.
Mr. Berger has already successfully assisted HBC with its
oversubscribed private placement of NOK 118 million that was
directed towards international private investors and institutional
funds. He has recently also facilitated the sale of additional
shares in HBC from certain existing shareholders to new
international investors.
Under the consultancy agreement, Mr. Berger will assist HBC with
certain intermediary services, in establishing a wider base of
international investors. Mr. Berger and HBC believe that a wider
investor base will facilitate a contemplated US Listing and a
continued positive value development.
No decision has currently been taken whether actively pursue a
listing on a US stock exchange, and the timing of such a potential
listing has not yet been decided. However, HBC considers a listing
on Nasdaq or another US stock exchange as an exciting opportunity
for itself and its shareholders.
The US stock market has historically been a positive marketplace
for biotech companies and HBC has recently achieved several
positive test results on various scientific research studies
carried out by Dr. Bomi Framroze at Stanford University School of
Medicine. For example, positive and very encouraging tests have
been performed on developing a Gastro-Intestinal (GI) Protective
medical food. Also, medical food to help treat age-related
Sarcopenia, and future medical treatment of Anemia and NEC-IBS.
For further information about the HBC's scientific research, see
HBC's Q2 report and the stock exchange notice dated 30 September
2019 (https://newsweb.oslobors.no/message/486187) and the following
stock exchange notices from 2018 and 2019:
- 3 April 2019 (https://newsweb.oslobors.no/message/473598)- 8
March 2019 (https://newsweb.oslobors.no/message/471557)- 10
December 2018 (https://newsweb.oslobors.no/message/465383)- 6
September 2018 (https://newsweb.oslobors.no/message/458862)
HBC is a fast growing consumer health business, specifically
driven by strong demand for world leading natural, unprocessed
marine oils, hydrolysed proteins and calcium. HBC expects that
ongoing Scientific research and successful medical studies on the
health benefits of its products will have a positive effect on
sales and marketing, as well as laying the foundation for a
promising pipeline of nutraceutical and pharmaceutical options in
the future. This supports the rationale for a potential listing in
the US.
Further information on agreements with James Berger
The consultancy agreement with Mr. Berger has been entered into
for an initial period of 36 months, but with the right for HBC to
terminate the agreement upon notice after 6 months.
Under the agreement, Mr. Berger will be granted a total of
6,486,400 share options in HBC (i.e. right to subscribe for approx.
2% of HBC's shares). A total of 4,862,800 share options shall vest
and become exercisable when the volume weighted average price of
shares over a period of 45 trading days reaches:
- NOK 8.00: 324,320 share options equal to approx. 0.1% of
current share capital- NOK 12.50: 324,320 share options equal to
approx. 0.1% of current share capital- NOK 16.50: 324,320 share
options equal to approx. 0.1% of current share capital- NOK 21.00:
324,320 share options equal to approx. 0.1% of current share
capital- NOK 25.00: 324,320 share options equal to approx. 0.1% of
current share capital- NOK 42.00: 1,621,600 share options equal to
approx. 0.5% of current share capital- NOK 55.00: 1,621,600 share
options equal to approx. 0.5% of current share capital
The remaining 1,621,600 shares options (equal to approx. 0.5% of
current share capital) shall vest and become exercisable when the
market value of HBC's shares reaches a valuation that facilitates
the completion of a listing on a US stock exchange, however 810,800
of these share options shall vest at the date falling 9 months from
the date of the consultancy agreement unless a listing on a US
stock exchange has occurred before this.
Each share option gives Mr. Berger the right to acquire one (1)
share in HBC at a price corresponding to NOK 0.01, which will be
the new par value of HBC following a share capital reduction. A
separate notice for an extraordinary general meeting in this
respect will be distributed in due time.
In addition, Mr. Berger will be entitled to a market based cash
compensation when the market value of the HBC's shares reaches a
valuation that facilitates the completion of a listing on a US
stock exchange.
HBC and Mr. Berger have today also entered into a separate
agreement whereby Mr. Berger will be been granted a customary
compensation for services recently delivered as described
above.
James Berger is currently a minority shareholder of HBC and as
of today holds 2,102,835 shares in HBC in addition to the share
options described above.
For further information, please contact:Jon Olav Ødegård, CFO of
Hofseth BioCare ASAPhone: +47 936 32 966E-mail:
joo@hofsethbiocare.no
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that develops high-value
ingredients and finished products. Ingredients are further
developed into discovery and pre-clinical studies in multiple
clinics and university research labs in several countries. Lead
clinical and pre-clinical candidates are development towards a
Gastro-Intestinal (GI) Protective Medical Food, Medical Food to
help treat age-related Sarcopenia, and future phase 1 studies on
treatment of Anemia and NEC-IBS with Salmon Protein Hydrolysate
fractions.
The company is founded on the core values of sustainability,
traceability and optimal utilization of natural resources. Through
an innovative hydrolysis technology, HBC can preserve the quality
of lipids, proteins and calcium from fresh salmon off-cuts. Hofseth
BioCare's headquarters are in Ålesund, Norway with branches in
Oslo, Chicago, Mumbai, Palo Alto and Tokyo.
HBC is listed on Oslo Stock Exchange Axess list with ticker
"HBC". More information about Hofseth BioCare at hofsethbiocare.com
and facebook.com/hofsethbiocare
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act