TORONTO – TheNewswire - May 7, 2025 - StageZero Life Sciences, Ltd. (the “Company” or “StageZero”) (TSX: SZLS) announces that the Ontario Securities Commission (“OSC“) issued an order dated April 30. 2025 (the “Partial Revocation Order”) partially revoking the failure-to-file cease trade order issued against the Company on April 9, 2024 (the “FFCTO“) for failing to file certain outstanding continuous disclosure documents (collectively, the “Documents”) within the timeframes prescribed by applicable securities laws.

The Partial Revocation Order permits the Company to conduct a financing on a private placement basis (the “Proposed Financing”). The FFCTO continues to apply in all other respects.

The Partial Revocation Order permits the Company to complete a private placement (the “Private Placement”) of either, or a combination of:  (i). up to $2,000,000 of non-convertible notes bearing an interest rate of between 12% to 14% per annum (a Debt Offering), or (ii) a convertible debt offering ( “Convertible Debt Offering”) up to $800,000 of units (“Units”); each Unit consisting of $1,000 principal amount of unsecured convertible debentures (“Convertible Debentures”) bearing an interest rate of 8% per annum, and 12,500 common share purchase warrants (each, a “Warrant”), provided that the aggregate gross proceeds from the Debt Offering and the Convertible Debt Offering would not exceed $2,000,000 on a combined basis.

Each Warrant is exercisable for one Common Share of the Issuer. The principal amount of the Convertible Debentures may be converted by the holders into Common Shares at a floor conversion price to be determined based on the market price (Market Price) of the Issuer’s Common Shares on the TSX following recommencement of trading of the Issuer’s Common Shares on TSX (as required by applicable TSX policies). Each Warrant shall be exercisable to purchase a Common Share at an exercise price that will be three cents higher than the Market Price for a period of 18 months.

The terms and conditions of the Convertible Debentures and the Warrants will provide that the Convertible Debentures cannot be converted into Common Shares and the Warrants can not be exercised for Common Shares until a full revocation order is obtained in respect of the FFCTO.  The Private Placement will be conducted on a prospectus exempt basis and each distribution made in respect of the Private Placement will be to subscribers who qualify for the accredited investor prospectus exemption in accordance with section 73.3 of the Securities Act (Ontario) (the Act) and section 2.3 of National Instrument 45-106 Prospectus Exemptions. The Private Placement is intended to take place with subscribers located in the provinces of Ontario, British Columbia and Alberta.

The terms of the Proposed Financing have been negotiated on an arm’s length basis. No insider of the Company will be participating in the Proposed Financing. The terms of the Proposed Financing provide that no Investor shall, pursuant thereto, become the beneficial owner of more than 9.99% of the Common Shares of the Company. Accordingly, the Proposed Financing is not expected to materially affect control of the Company.

The Proposed Financing is intended to improve the Company’s financial situation during the period that the FFCTO remains in effect. The Company intends to use the proceeds of the Proposed Financing to (i) pay fees to its current and former auditors, accountants and other service providers, as well as audit, accounting, legal and filing fees to be incurred in preparing and filing all outstanding Documents, (ii) fulfill its operational and contractual commitments, and (iii) satisfy its operating expenses to ensure the continuity of the Company’s business during such time. The Company reasonably believes that the proceeds from the Proposed Financing will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to meet its obligations and continue its business during such period.

Prior to completion of the Proposed Financing, each Investor will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide a signed and dated acknowledgement to the Company that all of the Company’s securities, including the Common Shares issued in the Proposed Financing, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future.

The Proposed Financing is subject to the approval of the TSX. The Company has applied to the TSX for approval in connection with the Proposed Financing. There can be no assurances that the Proposed Financing will be completed on the terms set out herein, or at all, or that the proceeds of the Proposed Financing will be sufficient for the purposes of the Company.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities of the Company proposed to be issued pursuant to the Proposed Financing will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as that term is defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About StageZero Life Sciences, Ltd.

 

StageZero Life Sciences, Ltd. is a vertically integrated healthcare company dedicated to improving the early detection and management of cancer and other chronic diseases through next-generation diagnostics and unique telehealth programs that provide clinical interventions to assist patients who currently have cancer (COC Protocol) as well as help patients reduce the risk of developing late-stage disease (AVRT™).

 

The Company's next generation test, Aristotle®, is the first ever mRNA multi-cancer panel for simultaneously screening for multiple cancers from a single sample of blood with high sensitivity and specificity for each cancer. Aristotle® uses mRNA technology to identify the molecular signatures of multiple cancer types and is built on the Company's patented technology platform, the Sentinel Principle. The Sentinel Principle has been validated in more than 9,000 patients and used by more than 100,000 patients in North America.

 

The Care Oncology Clinic offers a supervised treatment regimen (the COC Protocol) for people diagnosed with cancer of any type or stage. Developed by scientists and oncologists, the COC Protocol is intended for adjunctive administration alongside standard-of-care cancer therapy.

 

Aristotle®, as well as additional cancer diagnostics are processed at the Company's clinical laboratory, StageZero Life Sciences, Inc. in Richmond, Virginia.

 

StageZero Life Sciences trades on the Toronto Stock exchange under the symbol SZLS and on the OTC under the symbol SZLSF.

 

SOURCE StageZero Life Science, Ltd.

 

Stay Connected

For more information about StageZero, visit www.StageZerolifesciences.com,

 

For further information please contact:
Investor Relations
Rebecca Greco
1-855-420-7140 ext. 1838
rgreco@stagezerols.com

  

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, and includes statements concerning the Company’s intent to conduct the Proposed Financing, its belief that the proceeds will be sufficient to pay to bring its continuous disclosure record up to date, and its intent to file for a full revocation of the FFCTO, reinstatement of trading on the TSX, the ability to obtain the necessary approvals in connection with the Proposed Financing, and with respect to the timing for the filing of the Documents. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to current and future market conditions, including the market price of the common shares of the Company, and the risk factors set out in the Company’s annual information form dated March 31, 2023 filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com . The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.