Avisa Diagnostics Inc. (Formerly, FogChain Corp.) Announces Closing of Reverse Takeover Transaction
Santa Fe, NM May 4, 2021. Avisa Diagnostics Inc. (formerly, FogChain Corp.) (the “Company”) is pleased to announce the closing of its previously announced reverse takeover transaction (the “Transaction”) with Avisa Pharma Inc. (“Avisa”). In accordance with the merger agreement and plan of reorganization dated February 1, 2021 (the “Merger Agreement”), which superseded and replaced the previously announced Letter of Intent dated January 12, 2021, the Transaction was effected by way of a triangular merger between the Company, Avisa, and a wholly owned, Delaware subsidiary of the Company (“Subco”) pursuant to the laws of the State of Delaware. The combined public company resulting from the Transaction (the “Resulting Issuer”) will carry on the business of Avisa.
Proposed Listing of the Company
The Company is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. On March 31, 2021, the Company received the conditional approval of the Canadian Securities Exchange (the “CSE”) to list the common shares in the capital of the Company (the “Common Shares”) on the CSE. As of the date of this press release, the Company is working towards meeting the listing requirements of the CSE, and, subject to the final approval of the CSE, the Common Shares are expected to commence trading on the CSE under the ticker symbol “AVBT”. The Company intends to announce the exact date of the commencement of trading in due course by way of a further press release.
New Board and Management
As part of the Transaction, the management and board of directors of the Company was reconstituted to consist of the following individuals: David S. Joseph (Chairman, President, Chief Executive Officer and Director), Matthew Culler (Vice President, Chief Financial Officer and Corporate Secretary), Brian Birk (Director) and Rajeev Dewan (Director). Additional information regarding the business of the Company and the biographical details of management and the board of directors of the Company may be found in the Company’s CSE Form 2A - Listing Statement, which is expected to be filed on SEDAR under the Company’s profile prior to the commencement of trading of the Common Shares on the CSE.
In conjunction with the Transaction, Avisa raised gross proceeds of US$693,336.06 in a private placement financing (the “Private Placement”) of subscription receipts (the “Subscription Receipts”). Pursuant to the Merger Agreement, the Subscription Receipts were converted into 1,540,741 Common Shares upon closing of the Transaction.
Prior to the completion of the Transaction, the Company filed articles of amendment to, among other things: (a) effect a share consolidation (the “Consolidation”) of the Common Shares and the class A convertible restricted voting shares (“Restricted Shares” and, together with the Common Shares, the “Shares”) at a ratio of one (1) post-Consolidation Share in the capital of the Company for each fifteen (15) pre-Consolidation Shares in the capital of the Company, and (b) change its name to “Avisa Diagnostics Inc.”
The Transaction was effected by way of a triangular merger between the Company, Avisa, and Subco pursuant to the laws of the State of Delaware. As a result of the Transaction, the Company issued to Avisa securityholders: (i) 35,891,962 Common Shares (including the Common Shares issued in connection with the Private Placement); (ii) 15,208,674 Restricted Shares; (iii) 2,127,396 options to purchase Common Shares; and (iv) 7,034,964 Common Share purchase warrants, in exchange for the issued and outstanding securities of Avisa immediately prior to completion of the Transaction.
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold absent registration or an applicable exemption from the registration requirement. The Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to a U.S. Person (as defined in in Rule 902(k) of Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Avisa Diagnostics Inc.
Avisa is a clinical-stage medical device company developing the Avisa BreathTest™, a novel drug/device biomarker technology platform that enables the ultra-rapid detection of virulent bacterial pathogens, detecting and monitoring bacterial load after the patient inhales or ingests its proprietary drug substrates. The Company has established clinical proof-of-concept through trials in cystic fibrosis, tuberculosis and community-acquired pneumonia, which demonstrated positive safety and clinical efficacy results. Avisa is planning pivotal trials in Post-COVID-19 bronchiectasis and ventilator-associated pneumonia and plans to submit Investigational Device Exemption applications to the U.S. FDA for these trials next year. For further information, visit https://www.avisapharma.com.
Avisa Diagnostics Inc.
David S. Joseph
Chairman, President, Chief Executive Officer and Director
Phone: +1 (505) 820 1400
E-mail: [email protected]
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, but is not limited to, statements about (i) the listing of the Common Shares on the CSE and the timing thereof, (ii) the business plans and expectations of the Company, the issuance of and timing associated with issuing a further comprehensive press release or press releases, and expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward- looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: (i) changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws and regulations both locally and in foreign jurisdictions, (ii) compliance with extensive government regulation and the costs associated with compliance, (iii) the risks and uncertainties associated with foreign markets, and (iv) risks associated with the COVID-19 pandemic. This forward-looking information may be affected by risks and uncertainties in the business of the Resulting Issuer and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, nor assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.