COLUMBIA, MARYLAND and TORONTO, ONTARIO--(Marketwired - March 18, 2014) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Medifocus Inc. (the "Company") (OTCQX:MDFZF)(TSX VENTURE:MFS) is pleased to announce that it has entered into an Engagement Agreement (the "Agreement") with New York City based Maxim Group LLC ("Maxim") whereby Maxim will act as the Company's exclusive placement agent for a private placement of the Company's securities (the "Proposed Offering"). The Agreement is in effect until October 31, 2014, after which time either party may terminate the Agreement upon thirty 30 days prior written notice to the other party.
"We are excited by the engagement of Maxim and the opportunities that may emerge as a result of such engagement," said Dr. Augustine Y. Cheung, President and Chief Executive Officer of the Company. "We believe that this engagement and the potential financing in connection with this engagement will enable the Company to continue the commercialization of our current products, as well as allow us to develop additional cancer treatment products that utilize our proprietary technology."
Pursuant to the Agreement, the offering will be made on a best efforts basis and the terms of the offering will be determined by the Company and Maxim. The Company has agreed to provide the following compensation to Maxim: (i) a financing placement fee equal to 9.0% of the gross proceeds of the Proposed Offering; (ii) the grant of warrants covering a number of the Company's securities equal to 9.0% of the total number of securities sold and/or issued in the Proposed Offering; and (iii) reimbursement of certain expenses. The terms of Maxim's compensation and the Proposed Offering are subject both to compliance with TSX Venture Exchange policies, and the final approval of the TSX Venture Exchange.
The Company intends to use the net proceeds expected to be received from the Proposed Offering to: (1) accelerate the commercialization of the Company'sProlieve® technology in the United States; (2) expandmanufacturing of Prolieve® systems and marketing efforts in connection with the Company's expansion in international markets; (3) bring the Company's Phase III clinical studies for its APA 1000 Breast Cancer System to a midpoint analysis, with 119 patients enrolled; (4) develop of additional cancer treatment productsthat utilize the Company's Endo-thermotherapy Platform and Adaptive Phased Array Microwave Focusing Platform; and (5) foradditional working capital and general corporate purposes.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from theU.S. registration requirements. This news release does not constitute an offer for sale of securities or a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
About Maxim Group (www.maximgrp.com)
Maxim Group is a U.S. based leading investment banking, securities and investment management firm that provides an array of financial services including: investment banking, equity research, private wealth management, structured products, and global institutional equity, fixed‐income and derivative sales & trading to a diverse range of corporate clients, institutional investors and high net worth individuals. Maxim Group is registered as a broker‐dealer with the U.S. Securities and Exchange Commission and is a member of the following: Financial Industry Regulatory Authority ("FINRA"); Municipal Securities Rulemaking Board ("MSRB"); Securities Insurance Protection Corporation ("SIPC"); NASDAQ Stock Market; and NYSE Arca, Inc.
About Medifocus, Inc.
Medifocus, Inc. owns two fully developed technology platforms with comprehensive United States and international patent protection. First, the Company owns the Endo-thermotherapy Platform-a catheter-basis focused heat technology platform that utilizes natural body openings to deliver precise microwave thermotherapy to the diseased sites. The Company's Prolieve® Thermodilatation System, a United States Food and Drugs Administration ("FDA")-approved device for the treatment of Benign Prostatic Hyperplasia ("BPH"), was developed based on the Endo-thermotherapy Platform and is currently generating revenue. Additionally, theAdaptive Phased Array ("APA") Microwave Focusing Platform, invented by the Massachusetts Institute of Technology and licensed to the Company, directs precisely focused microwave energy at tumor centers to induce shrinkage or eradication of tumors without undue harm to surrounding tissue.The Company's APA 1000 Breast Cancer Treatment System, developed from the APA technology platform, has received approval from the FDA and Health Canada to conduct pivotal Phase III clinical trials. The Company believes that these two technology platforms can provide the design basis for the development of multiple cancer treatment systems for surface, subsurface and deep seated localized and regional cancers. Please visit www.medifocusinc.com, www.prolieve.com and http://www.facebook.com/pages/Medifocus-Inc-Company-Page/546315028715627 for more details.
Forward-Looking Statements and Information
This news release contains "forward-looking statements" and "forward-looking information", which may not be based on historical facts. Forward-looking statements and forward-looking information, include, but are not limited to, information and statements with respect the structure and the proceeds of the Proposed Offering and the expected use of the proceeds. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made. Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or forward-looking information. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements and forward-looking information. Except as required by applicable securities laws, the Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, events or developments.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.