Novoheart Holdings Inc.
TSX VENTURE : NVH

Novoheart Holdings Inc.

September 28, 2017 10:39 ET

Novoheart Holdings Inc. Completes Reverse Takeover Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 28, 2017) - Novoheart Holdings Inc. ("Novoheart" or the "Company", formerly Woodrose Ventures Corporation ("Woodrose")), announces the completion of the previously announced acquisition (the "Transaction") of all of the shares of Novoheart Holdings Ltd. (the "Target"). The Transaction constituted a reverse takeover transaction of Woodrose pursuant to the TSX Venture Exchange (the "Exchange" or "TSXV") Policy 5.2 - Changes of Business and Reverse Takeovers.

The Exchange has provided conditional acceptance of the Transaction including the listing of the Company as a Tier 2 Life Sciences Issuer on the Exchange. The parties to the Transaction will be making their final submission to the Exchange post-closing in connection with the Exchange's issuance of its final exchange bulletin (the "Final Exchange Bulletin") and the Company's shares will commence trading following the receipt of the Final Exchange Bulletin under the symbol "NVH".

Novoheart is a global stem cell biotechnology company dedicated to human heart engineering with offices in the United States and Hong Kong. Novoheart's scientific team has pioneered a range of bioengineering technologies collectively known as the MyHeart™ platform, including the world's first human mini-heart "novoHeart™" (otherwise known as a human-heart-in-a-jar) that is fully capable of pumping and ejecting fluid. Novoheart believes that its proprietary platform uniquely positions it to enter into commercial partnerships with leading pharmaceuticals and research institutions to deliver pre-clinical cardiotoxicity screening and develop custom tissues for heart disease modeling. Novoheart also believes that the MyHeart™ platform is well-positioned for the potential development of cell-based cardiac regenerative therapies with superior safety and efficacy.

Currently, development of a new drug candidate costs in the range of US$2 billion to US$4 billion and typically takes over 10 years (Tufts Centre for the Study of Drug Development, Tufts CSDD R&D Cost Study 2014) with extremely poor success rates. Despite substantial pre-human research and development costs (which typically account for about 30% of the costs of drug development), conventional non-human and non-cardiac cell and animal models are poorly predictive of human responses and less than 1% of initial drug candidates make it to market (Wilmann et al. 2008, Nature Reviews Drug Discovery 7, 591-607). The primary cause for drug withdrawal and attrition is heart toxicity. The MyHeart™ platform provides advanced human heart surrogates for pre-screening of drug formulas with the goal of eliminating toxic compounds early on in the drug development process and minimizing the risk towards patients. Novoheart aims to use its MyHeart™ platform to offer unique solutions to help bridge the gap between pre-clinical and clinical drug trials and significantly reduce research and development costs, time and failure rate for pharmaceutical companies.

Novoheart is currently partnering with a global pharmaceutical company to develop human heart tissues and chambers that carry a hereditary neurodegenerative disease. It is anticipated that the pharmaceutical company will be able to use the developed pathological tissues as a unique drug discovery and drug screening platform for effective therapies targeting the heart-associated issues of this specific disease. The contract was awarded to Novoheart after a successful validation study in which the pharmaceutical company provided Novoheart with 20 compounds to test for drug effects, without revealing their chemical identities. Novoheart's results were compared against the known clinical effects of the compounds. Out of the 3 categories of drug effects on heart contraction, Novoheart's tissues scored 100% on prediction of 2 categories and >80% on the last category, showing a high degree of overall prediction.

Novoheart is currently completing the build out a large commercial laboratory in Asia to enable it to service additional potential commercial partnerships, which are under discussion.

Novoheart's foundational technologies won American Heart Association's (the "AHA") Best Study of 2005, Ground-breaking Study of 2006, and Late-breaking Studies of 2002, 2003, 2005 and 2007. In addition, Novoheart was awarded the 2015 Innovating for Good Award by the Spirit of Hong Kong and was selected by Google's Solve For X as a Moonshot Project in 2015.

The Transaction

Prior to completing the Transaction, Woodrose changed its name from "Woodrose Ventures Corporation" to "Novoheart Holdings Inc." and consolidated its share capital (the "Consolidation") on the basis of 3.56878449 old common shares for one new common share (each, a "Post-Consolidated Share").

Pursuant to the terms of the Transaction, the Company issued an aggregate of 68,634,800 Post-Consolidated Shares to holders of shares of the Target. In connection with the completion of the Transaction, the Company also issued 2,402,218 Post-Consolidated Shares to Cynosure Private Equity Ltd. as payment of a finder's fee. Further details regarding the Transaction can be found in Woodrose's Filing Statement (the "Filing Statement") dated September 22, 2017 filed under the Company's profile on SEDAR and in the prior press releases of Woodrose.

As part of the Transaction, the Company is also issuing a total of 4,191,260 new options (the "Transaction Options") to its directors, officers, consultants and employees, each exercisable to acquire one common share of the Company for C$0.50, for a period of five years. The options will vest over three years, with 40% of the options vesting on the first anniversary of their grant and 30% of the options vesting on each of the second and third anniversaries of their grant.

Subscription Receipt Financing

As previously announced, prior to the completion of the Transaction, Woodrose completed a subscription receipt financing (the "Financing") for C$7,150,000 in gross proceeds. On closing of the Transaction, the subscription receipts converted on a one-for-one basis into a total of 14,300,000 Post-Consolidated Shares and escrowed proceeds of the financing were released from escrow to the Company. The Company intends to use the net proceeds of the Financing to finance investment in drug discovery and screening, establish commercial partnerships, to complete the build out of its commercial laboratory, hire additional research and development team members and for working capital and general corporate purposes. The Post-Consolidation Shares issued on conversion of the subscription receipts are subject to a four month hold period from the date of issuance of the subscription receipts and may not be traded until January 21, 2018.

Certain persons, including Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the "Finders") acted as finders in respect of the Financing and, in connection therewith, the Company paid cash fees to the Finders in the aggregate amount of $486,018.40 and issued 972,037 non-transferable finder's warrants (collectively, the "Finder Warrants") to the Finders on closing of the Transaction. Each Finder Warrant is convertible into one Post-Consolidation Share of the Company at an exercise price of $0.50 per share for a period of 24 months from the closing date of the Transaction. Any shares issued pursuant to the exercise of the Finder Warrants will be subject to a four month hold period from the date of issuance of the Finder Warrants and such shares may not be traded until January 28, 2018.

As a result of closing of the Transaction and conversion of the subscription receipts, an aggregate of 93,462,018 Post-Consolidation Shares of the Company are currently issued and outstanding, excluding any shares issuable upon exercise of the warrants or options described above.

Ronald Li, CEO of the Company commented, "We are pleased to close the Financing and the Transaction. The financing will enable Novoheart to significantly expand its facilities and give us the capacity to enter into additional contracts with pharmaceutical companies that have expressed an interest in our technology."

Escrow Agreements

Each of the Principals (as defined under the policies of the Exchange) of the Company have entered into a Tier 2 Surplus Escrow Agreement with TMX Equity Transfer Services, as escrow agent, in respect of an aggregate of 49,956,400 shares held by the Principals. Under the terms of the escrow, 5% of the shares of the Company held by each Principal will be released upon the date of issuance of the Final Exchange Bulletin, 5% will be released on the six month anniversary of completion of the Transaction, 10% will be released on the 12 and 18 month anniversaries of completion of the Transaction, 15% will be released on the 24 and 30 month anniversaries of completion of Transaction and 40% will be released on the 36 month anniversary of completion of the Transaction.

In addition, as a condition to the completion of the Transaction all of the former shareholders of the Target have agreed, pursuant to the Share Exchange Agreement, that 90% of the Company's shares issued to them on closing will be released on January 27, 2018 (being the date that is four months following completion of the Transaction).

Investor Relations

The Company has retained Virtus Advisory Group Inc. ("Virtus") to provide investor relations services to increase the general awareness of the Company's business prospects and to develop growth opportunities for the Company. Under the terms of Virtus' engagement (the "IR Engagement"), Novoheart has agreed to pay Virtus a monthly service fee of $6,500 and to issue 175,000 options (the "IR Options") to Virtus with an exercise price of $0.50 at closing of the Transaction. The IR Options will vest in equal portions over 12 months from the grant date. The initial IR Engagement ends on June 30, 2018 and will be automatically renewed thereafter for successive one year periods unless terminated by the Company on 30 days written notice to Virtus or payment of the monthly service in lieu of notice. Other than the options, Virtus has no direct or indirect interest in the Company or its securities. The IR Engagement is subject to approval by the Exchange.

Early Warning Disclosure

In connection with the Transaction, Ronald Li, of Unit 229, 2/F, No. 12 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, acquired 42,057,600 Post-Consolidated Shares, representing 45% of the current issued and outstanding Post-Consolidated Shares, and was issued 1,560,000 Transaction Options. The Post-Consolidated Shares were issued to Medera Holdings Limited ("Medera"), an entity controlled by Ronald Li, at a deemed price of C$0.50. Assuming exercise of the Transaction Options, Ronald Li, personally and through Medera, would then hold 43,617,600 Post-Consolidated Shares, which, assuming no other convertible securities are exercised, would represent 46% of the then issued and outstanding common shares. Immediately prior to the Transaction, Ronald Li held no securities of the Company. The early warning report required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be filed under the Company's profile at www.sedar.com and a copy of the report can be obtained by contacting Ronald Li at +852-2618-3356.

Management Team

Upon closing of the Transaction, the board of directors and management of the Company were reconstituted as follows:

Mr. Allen Ma (Chairman and Director)

As a 30-year technology industry veteran, Mr. Ma holds an MBA from the University of Toronto and is a fellow member of the Chartered Institute of Management Accountants, UK and the Association of Chartered Certified Accountants, UK. He is also holds the designation of Certified Management Accountant in Canada. Mr. Ma held numerous senior executive positions within the technology sector, including President for Asia-Pacific at British Telecom, Vice-President for Asia at the global telecom solutions sector of Motorola, executive director of Hong Kong Telecommunications (now called Cable & Wireless HKT) and Managing Director of Hong Kong Telecom CSL. Mr. Ma was the CEO of Hong Kong Science & Technology Parks before he retired in July 2016.

Prof. Ronald Li, B.Sc. (Hons), Ph.D. (Chief Executive Officer and Director)

Prof. Ronald Li is a co-founder of Novoheart, and has been serving as the CEO since 2016. He is concurrently Director of Ming-Wai Lau Centre for Reparative Medicine, HK node, Karolinska Institutet (KI), Sweden. Prof. Li has been an advocate of stem cell technology for many years, starting from his career as Assistant Professor of Cardiology, and Cellular and Molecular Medicine at the Johns Hopkins University (JHU) School of Medicine. He founded and led the Human Embryonic Stem Cell Consortium when he was recruited in 2005 to become a tenured Associate Professor at the University of California, Davis, in light of state's USD3-billion stem cell initiative Proposition 71. Prof. Li also co-directed the Section of Cardiovascular Cell & Tissue Engineering in Icahn School of Medicine at Mount Sinai with Prof. Kevin Costa. Prof. Li has received multiple accolades and recognitions during his career, including the Spirit of Hong Kong Innovating for Good Award by the South China Morning Post (2015), the Top Young Faculty Award (2002, 2004), the Top Prize for the Young Investigator Basic Research (2001) and Top Postdoctoral Fellow Helen Taussig Award (2001) of JHU School of Medicine, Young Investigator Award 1st Prize from the Heart Rhythm Society (2002), and the Career Development Award from the Cardiac Arrhythmias Research & Education Foundation (2001). Prof. Li graduated with his B.S. with honors in Biotechnology from University of Waterloo, Ontario, on Dean's List and his Ph.D. in Cardiology/Physiology at the University of Toronto.

Dr. Camie Chan, B.Sc. (Hons), M.Sc., Ph.D. (Chief Operating Officer and Director)

Dr. Camie Chan joined Novoheart as the Chief Operating Officer in 2016, after having served as the Deputy Director of the Faculty of Medicine Core Facility at HKU, a founding member of the Management Committee of the Stem Cell & Regenerative Medicine Consortium, and Assistant Professor in the Department of Anatomy between 2010 and 2016. She has gained extensive experience managing laboratory operations at HKU, as well during her prior role as Assistant Professor at the University of California, Davis, and Assistant Investigator at the Shriners Hospital for Children. Dr. Chan is also a co-inventor of technology allowing mass production of human ventricular heart cells from pluripotent stem cells.

Dr. Chan graduated with her B.Sc. with honors at the University of Waterloo and subsequently obtained her M.Sc. degree in Medical Sciences and Ph.D. degree in Immunology at the University of Toronto, Canada. She then completed her postdoctoral training at the Sydney Kimmel Cancer Research Center at the JHU. She has garnered numerous awards in her career, including the prestigious National Institute of Allergy and Infectious Diseases Developmental Research Grant Award.

Prof. Kevin Costa, B.S., Ph.D. (Chief Scientific Officer)

Prof. Costa is one of the scientific co-founders of Novoheart, and has served as the CSO since 2017. He is Director of Cardiovascular Cell and Tissue Engineering at the Icahn School of Medicine at Mount Sinai in New York City, and was previously trained at the Johns Hopkins University and on the faculty as Associate Professor of Biomedical Engineering at Columbia University. As a "blue-blood" biomedical engineering (BME) expert (B.S. and M.S. in BME from Boston University, Ph.D. in BME from UC San Diego, and postdocs in BME from JHU and Washington University) in cell and tissue biomechanics and cardiac tissue engineering, he has developed one of the first engineered cardiac tissue systems and is an inventor of several cardiac tissue engineering technologies. Since 2009, he has been working with Prof. Ronald Li to translate such systems into human cells. Prof. Costa has received research funding from the Whitaker Foundation, the National Science Foundation (NSF) and the National Institutes of Health (NIH; NHLBI, NIBIB, and NIGMS). He was also a recipient of the prestigious Faculty Early Career Development (CAREER) Award from the NSF.

Ms. Iris Lo, B. Comm. (Hons), CPA, CA (Chief Financial Officer)

Ms. Lo is a seasoned professional with expertise in corporate finance, mergers and acquisitions, accounting, and finance. Prior to joining Novoheart, Ms. Lo was the Director of Corporate Development & Analysis at Cardiome Pharma Corp., a Canadian public company dually listed on the TSX and NASDAQ, working in the areas of equity and debt financing, corporate mergers and acquisitions, product licensing and distributions, financial planning and analysis, as well as regulatory and risk management. During her tenure at Cardiome, Ms. Lo participated in transactions totalling over US$240 million as Cardiome grew from a company with a market capitalization of US$25 million to over US$150 million at its peak. She brings with her valuable experience from the life sciences and pharmaceutical sector, as well as expertise in dealing with the complexities of operating and financing public corporations. Ms. Lo was also previously a Manager in the Transaction Services team at PwC Hong Kong and began her career articling with KPMG Vancouver. She is a Chartered Professional Accountant and holds a Bachelor of Commerce (Honours) from the Sauder School of Business at the University of British Columbia.

Mr. James Topham (Director, Chair of Audit Committee)

Mr. Topham was an audit partner leading KPMG's Technology Group in the Vancouver office for 20 years, where he worked with many fast growing public companies and was involved in many mergers and acquisitions as well as initial public offering transactions in Canada, the US and Europe. Since retiring at KPMG 9 years ago, Mr. Topham has served as a director on the board of several public and private technology companies, including, most recently, a 6 year tenure on the board of directors of a public telecom company - Norsat International. He is a Certified Professional Accountant and has a Bachelor of Commerce degree with Honours from the University of Saskatchewan graduating as the most distinguished graduate in the College of Commerce. He is a founder of the BC Technology Industry Association that represents the technology industry in British Columbia, and also served as a member of its board of directors for 9 years. For his career achievements in the profession and community, Mr. Topham was awarded the designation of Fellow Chartered Public Accountant from the Chartered Public Accountants of British Columbia, as well as a lifetime achievement award from the BC Technology Industry Association.

Mr. Victor Chang (Director)

Mr. Chang is a seasoned investor with over 16 years of experience in recruitment process outsourcing, executive recruitment and private investment management, with a current focus on start-up companies. Mr. Chang started his career with Lippo Securities Limited in 1996 and became a Director of Grand International Holdings Limited, an investment company, in 1999. From 2007 to 2009 he was a Director and Responsible Officer for Astrum Capital Management Limited carrying out regulated activities under the Securities and Futures Ordinance of Hong Kong and also worked with Murtsa Capital Partners Limited. From 2007 to 2012 he was engaged as a compliance consultant for Astrum Capital Management Limited. Mr. Chang co-founded and acted as the Managing Director of Zebra Strategic Outsource Solution. In April 2013, he played an integral role in the initial public offering of Zebra Strategic Holdings Limited, a company which offers holistic human resources, on the HK GEM board (Stock Code: 8260), where he currently acts a Non-Executive Director. Mr. Chang is also currently a Director and Responsible Officer of Dakin Financial Group, a corporation licensed to carry out type 1, 2 & 9 regulated activities under the Hong Kong Securities and Futures Ordinance.

Mr. Ricky Tong Chiu (Director)

As a key founder and visionary for Grand Power Logistics Group Inc. (a company previously listed on the TSXV before its privatization in 2016) and Baoshinn International Express Ltd., Mr. Chiu brings in-depth corporate development and growth experience to the Company's board of directors. He received his education in Oxford University, England, and Beijing University, and began his career in Australia. He has a diversified background in a wide range of industries with roles in finance, audit, real estate, merchandise trading and travel, as well as logistics.

Advisory Team

Novoheart is supported by a Scientific Advisory Board composed of eminent scientists renowned in the fields of stem cells, cardiac biology and physiology, tissue engineering, and clinical cardiology (including clinical trials research) from top academic research institutes in the United States. The mandate of the Scientific Advisory Board is to offer technical expertise to Novoheart in order to assist in its plan to develop cutting-edge technologies with applications for new and better treatments for heart disease and beyond.

Prof. Roger Hajjar, M.D. (Chair)

Professor Hajjar is an internationally renowned entrepreneurial clinician scientist in the field of cardiac gene therapy for heart failure, and is the Arthur and Janet C. Ross Professor of Medicine at the Icahn School of Medicine at Mount Sinai. Professor Hajjar graduated with a B.S. in Biomedical Engineering from the Johns Hopkins University (JHU) and subsequently obtained his M.D. from Harvard-MIT. Before being recruited to join the Icahn School of Medicine at Mount Sinai in New York as Director of the Cardiovascular Research Center, he was on the faculty of the Harvard Medical School where he most recently served as Director of the Cardiovascular Laboratory of Integrative Physiology and Imaging. Professor Hajjar is a former chair of the Cardiac Contractility, Hypertrophy, and Failure Study Section of the National Institutes of Health. His numerous distinguished awards include 2012 Dean's Award for Excellence in Translational Science, Distinguished Alumnus Award of JHU 2011, Doris Duke Clinical Scientist award of 1999, and Young Investigator Award of American Heart Association, 1996. Professor Hajjar's inventions have led to several start-ups, including Sumocor. He has also served on the board or as an advisor to multiple biotech companies including Cellectis, Celladon (acquired by Eiger), Nanocor, and L-Nutra.

Prof. Gordon Tomaselli, M.D.

Prof. Tomaselli is the Michel Mirowski M.D. Professor of Cardiology and Professor of Medicine and Cellular and Molecular Medicine at the Johns Hopkins University. He serves as Chief of Cardiology, co-director of the Johns Hopkins Heart and Vascular Institute, and was Co-Director of the Donald W. Reynolds Cardiovascular Clinical Research Center (2003-11), which was founded in 2003 with the goal of understanding the causes of sudden cardiac death and developing new therapies. He served as the President of the American Heart Association, and was also past president of the Cardiac Electrophysiology Society.

Prof. Linzhao Cheng, Ph.D.

Prof. Cheng is Edythe Harris Lucas and Clara Lucas Lynn Endowed Chair in Hematology, Professor of Medicine and Oncology, and a founding member and a former co-director of the Stem Cell Program in the Institute for Cell Engineering at the Johns Hopkins University School of Medicine. He is also the Associate Director for Basic Research of the Division of Hematology. He was a recipient of USA Presidential Early Career Award for Scientists and Engineers (2003), and a Fellow of the American Association for the Advancement of Science. Prof. Cheng serves as a member on advisory and review panels for initiative on stem cells and regenerative medicine in China, and is the President of Chinese Stem Cell Foundation, a non-profit and non-political professional organization registered in California. With years of industrial experience, he also serves as a member of the scientific advisory board of several biotech companies.

Prof. Michelle Khine, Ph.D.

Prof. Khine, a scientific co-founder of Novoheart and a leading expert in microfluidic platforms, is Director of the Bio-Entrepreneurial Program at UC Irvine. She received her B.S. and M.S. in Mechanical Engineering from UC Berkeley and Ph.D. in Bioengineering from UC Berkeley and UCSF. Following her graduation she became an Assistant & Founding Professor at UC Merced. She is currently a Professor of Biomedical Engineering, Chemical Engineering and Materials Science, and the Director of Faculty Innovation at the Henry Samueli School of Engineering, UC Irvine. Prof. Khine was the Scientific Founder of Fluxion Biosciences and Shrink Nanotechnologies, among others. She was named one of Forbes' "10 Revolutionaries" in 2009 and by Fast Company Magazine as one of the "100 Most Creative People in Business" in 2011. Prof. Khine has also been recognized as "Top 35 Innovators under 35 in the world" by MIT Technology Review. She was awarded the NIH New Innovator's Award, was named a finalist in the World Technology Awards for Materials, and by Marie-Claire magazine as 'Women on Top: Top Scientist'. Prof. Khine was recently named a Fellow of the National Academy of Inventors and she is also a fellow of the American Institute for Medical and Biological Engineering.

Prof. Leslie Tung, Ph.D.

Prof. Tung is a professor and immediate past Director of the Department of Biomedical Engineering at the Johns Hopkins University School of Medicine. He graduated with his B.S, M.S. and Ph.D. at MIT. His research examines how electrical waves propagate in heart cells grown in a dish as a model system to study mechanisms for cardiac arrhythmias (otherwise known as irregular heartbeats).

ON BEHALF OF NOVOHEART HOLDINGS INC.

Professor Ronald Li, Chief Executive Officer and Director

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disproved the contents of this news release.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about how the Company will use to proceeds of the subscription receipt financing, the Company's future plans, its goals and expectations, the potential applications its MyHeart platform and Medera's plans for its investment in the Company are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks identified in the Filing Statement and the additional risks identified in the management discussion and analysis section of Novoheart Holdings Inc.'s interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Contact Information

  • Novoheart Holdings Inc.
    6th Floor, 1441 Creekside Drive
    Vancouver, British Columbia, V6J 4S7
    Attention: Christian Darbyshire
    +1 587-352-5053