December 6, 2024, (Toronto, Ontario) – TheNewswire – Helix BioPharma Corp. (TSX: “HBP”, OTC PINK: “HBPCD”, FRANKFURT: “HBP0”) (“Helix” or the “Company”), a clinical-stage biopharmaceutical company developing novel and unique therapies in the field of immune-oncology, based on its proprietary technological CEACAM6 platform, DOS47, announces that, further to its news releases dated November 29, 2024 and December 2, 2024, it has entered into amendment agreements with each of Laevoroc Immunology AG (“Laevoroc Immunology”) and Laevoroc Chemotherapy AG (“Laevoroc Chemotherapy”) to amend the consideration payable under the asset purchase agreements dated November 28, 2024, and November 30, 2024, respectively (the “Immunology Agreement” and the “Chemotherapy Agreement”).

 

Pursuant to an amendment agreement between the Company and Laevoroc Immunology dated December 5, 2024, the Company and Laevoroc Immunology have agreed to amend the Immunology Agreement to set the number of common shares issuable upon closing at 11,555,076 common shares, rather than a floating percentage of 16.5% of the number of issued and outstanding shares as of the closing date.

 

Similarly, pursuant to an amendment agreement between the Company and Laevoroc Chemotherapy dated December 5, 2024, the Company and Laevoroc Chemotherapy have agreed to amend the Chemotherapy Agreement to set the number of common shares issuable upon closing at 9,454,153 common shares, rather than a floating percentage of 13.5% of the number of issued and outstanding shares as of the closing date.

 

The Company amended the terms as a result of a potential financing deal that may close before the closing of the transactions, which, if consummated, would have led to unintended dilution and valuation adjustments. Management believes this approach allows the Company greater flexibility to negotiate financing terms while protecting shareholder value.

 

All shares issuable in connection with the transactions will be subject to a hold period of four months and one day from the date of issuance. Both transactions are subject to the approval of the Toronto Stock Exchange and certain closing conditions of transactions of a similar nature. The transactions are also subject to the approval of the Company’s shareholders, which the Company anticipates obtaining through written consent.

 

For more information on the transactions, please see the Company’s news releases dated November 13, 2024, November 29, 2024 and December 2, 2024.i,ii,iii

 

   

About Helix BioPharma Corp.

Helix BioPharma Corp. is a clinical-stage biopharmaceutical company developing unique therapies in the field of immune-oncology for the prevention and treatment of cancer based on our proprietary technological platform DOS47. Helix is listed on the TSX under the symbol “HBP”, on OTC PINK under the symbol “HBPCD” and on FWB under the symbol “HBP0”.

 

For more information, please contact:

Helix BioPharma Corp.

Bay Adelaide Centre - North Tower

40 Temperance Street, Suite 2

Toronto, ON M5H 0B4

Tel: 604-428-7050

Jacek Antas, Director

corporate@helixbiopharma.com

Forward-Looking Statements and Risks and Uncertainties

 

This news release contains forward-looking statements and information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are statements and information that are not historical facts but instead include financial projections and estimates, statements regarding plans, goals, objectives, intentions and expectations with respect to the Company’s future business, operations, research and development, including the Company’s activities relating to DOS47, and the anticipated completion of the transactions, along with the financing. Forward-looking statements can further be identified by the use of forward-looking terminology such as “ongoing”, “estimates”, “expects”, or the negative thereof or any other variations thereon or comparable terminology referring to future events or results, or that events or conditions “will”, “may”, “could”, or “should” occur or be achieved, or comparable terminology referring to future events or results.

 

Forward-looking statements are necessarily based on a number of estimates and assumptions that the Company considered appropriate and reasonable as of the date such information is given, including but not limited to the assumptions that all conditions to the closing of the transactions will be met; the transactions will be completed on the terms currently contemplated; neither the Immunology Agreement or the Chemotherapy Agreement will be terminated prior to closing of the applicable transactions; and the implied benefits of the transactions. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond the Company's control, that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the risk that the Company's assumptions on which its forward-looking statements are based may not be accurate; the inability to receive, in a timely manner and on satisfactory terms, the necessary approvals for the transactions; the inability to satisfy, in a timely manner, all other conditions to the completion of the transactions; the ability of the Company to capitalize on the potential benefits of the transactions; and the risk factors disclosed in the Company's periodic reports publicly filed and available on its SEDAR+ profile at www.sedarplus.ca. The anticipated dates indicated above may change for a number of reasons, including delays in preparing materials in connection with the transactions, the inability to receive the necessary approvals in a timely manner, or the need for additional time to satisfy the conditions to the completion of the transactions. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. There is no assurance that the proposed transactions will be completed in accordance with its terms or at all. The forward-looking statements contained in this news release are made as of the date of this announcement and the Company does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions, opinions or expectations, or other circumstances change, except as required by law.

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i https://www.helixbiopharma.com/2024/11/13/helix-biopharma-corp-enters-into-non-binding-letter-of-intent-to-acquire-laevoroc-groups-oncology-assets/

ii https://www.helixbiopharma.com/2024/11/29/helix-biopharma-corp-enters-into-asset-purchase-agreement-to-acquire-oral-immune-checkpoint-inhibitor-and-expand-immune-oncology-portfolio/

iii https://www.helixbiopharma.com/2024/12/02/helix-biopharma-corp-enters-into-asset-purchase-agreement-to-acquire-oral-gemcitabine-chemotherapy-compound/