NEWTOWN, PENNSYLVANIA, / ACCESSWIRE / June 6, 2014 / Helius Medical Technologies, Inc. ("Helius" or the "Company") is pleased to announce that further to the news release dated May 30, 2014, the Company has entered into an agreement and plan of merger dated June 6, 2014 ("Merger") whereby the Company has agreed to acquire 100% of the issued and outstanding common shares of Neurohabilitation Corporation ("Neuro") by way of a plan of merger (the "Transaction").
The Plan of Merger
Pursuant to the Plan of Merger, upon completion of the Transaction (the "Effective Time"), all of the common shares in the capital of Neuro (the "Neuro Common Shares") will be cancelled and in consideration each holder of Neuro Common Shares will receive that number of common shares in the capital of the Company determined by multiplying the number of Neuro Common Shares held by such Neuro shareholder by 16.0350261 (the "Share Exchange Ratio"). Pursuant to the Merger, the Company will issue an aggregate of approximately 35,300,083 common shares to the Neuro shareholders.
Neuro is a Delaware company, incorporated on January 20, 2013, which is involved in the medical device industry. In January 2013, Neuro entered into an exclusive right agreement whereby Advanced Neuro-Rehabilitation LLC (ANR) granted Neuro exclusive worldwide rights to ANR's patents, trade secrets and knowhow, including a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the "PoNsTM")
The brain's ability to recognize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as Nueroplasticity. Neuroplasticity is a process underlying all cerebral learning, training, and rehabilitation. Neuromodulation is the use of external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain.
Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. The PoNS device is being investigated in combination with Physical Therapy for the treatment of Neurological symptoms from disease and trauma including traumatic brain injury (TBI) and Multiple Sclerosis.
In connection with the Transaction, the Company closed a private placement on May 30, 2014 (the "Private Placement") consisting of 15,240,000 subscription receipts at a price of $0.50 per subscription receipt for gross proceeds of $7,620,000, as announced in a previous news release dated May 30, 2014
Board of Directors and Officers
Upon completion of the Transaction, it is anticipated that the board of directors and management of Helius will be comprised of the following individuals:
oPhilippe Deschamps, President, Chief Executive Officer and Director
Mr. Deschamps offers extensive experience in pharmaceutical and Healthcare commercialization. The depth of his expertise stems from his 27 years in the Health Sciences industry, half spent at Bristol Myers Squibb, and half on the service side as CEO GSW Worldwide, a leading healthcare commercialization company. At GSW Worldwide, Mr. Deschamps was responsible for the GSW Worldwide operations which includes offices in the 15 major markets around the world with a turnover of $160 million. He primarily consulted on global marketing, commercialization and new business model development for pharmaceutical, device and diagnostics companies. From 1986 to 1998, Mr. Deschamps served as director of neuroscience marketing at Bristol Myers Squibb (BMS) in Princeton, N.J., where he participated on several pre-launch Global Marketing teams in the neuroscience and pain therapeutic areas. In February 2012 he joined MediMedia Health, a marketing services company as CEO. Mr. Deschamps was responsible for the strategic development of the organization, nurturing their clients and developing new non personal products and services for the Healthcare industry. In October 2013 became CEO of NeuroHabilitation Corporation.
oAmanda Tseng, Chief Financial Officer, Director and Corporate Secretary
oMs. Tseng is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of British Columbia. She is also currently employed with Baron Global Financial Canada Ltd., as Assistant Manager, Corporate Finance.
oSavio Chiu, Director
Mr. Chiu is currently the Chief Financial Officer and Corporate Secretary of Confederation Minerals Ltd. (TSXV: CFM) and director of Finore Mining Inc. (CNSX: FIN). He is also currently employed with Baron Global Financial Canada Ltd. as Senior Manager, Corporate Finance. Mr. Chiu is a Chartered Accountant and holds a Bachelor of Commerce degree in Accounting from the University of British Columbia.
oYuri Danilov, Director
Mr. Danilov, is currently the neuroscience director of Advanced NeuroRehablitation LLC. He is also currently a senior scientist of Orthopedic & Rehabilitation Medicine Department of University of Wisconsin-Madison. Mr. Danilov received his Ph.D. in Neuroscience from Paylov Institute of Physiology, Russian Academy of Science
oMitch Tyler, Director
Mr. Tyler, is currently the co-owner of Advanced NeuroRehablitation LLC and the Clinical Director of Education / Training of Neuro. He received his Ph.D. of Biomedical Engineering from University of Wisconsin-Madison.
The completion of the Transaction is subject to a number of additional conditions, including, but not limited to, the Company obtaining conditional approval for the listing of its common shares on the Canadian Securities Exchange and other standard conditions of closing. There can be no assurance that the Transaction will be completed as proposed, or at all, and trading in the Company's securities should be considered highly speculative. In the event that the Transaction is not completed the escrowed subscription proceeds from the Private Placement will be returned to subscribers.
For further information, please contact:
Marco Babini, Director
Helius Medical Technologies, Inc.
CAUTIONARY DISCLAIMER STATEMENT: The Company is a reporting issuer in the provinces of British Columbia and Alberta and not listed on any stock exchange. No stock exchange nor any regulation services provider accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains forward-looking statements relating to the completion of the proposed Transaction, the release of escrowed proceeds, the use of proceeds from the Private Placement and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Transaction and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.