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).
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.