ENTERS INTO A CONSULTANCY AGREEMENT WITH JAMES BERGER – CONTEMPLATED US LISTING
Hofseth BioCare ASA ("HBC") has today entered into a consultancy agreement with James Berger (through his company Nevera AG). Mr. Berger is a dual British and Italian citizen currently residing in Switzerland who has previously worked as an investment banker with Goldman Sachs International (London), JP Morgan (London), MAN Investments PLC and Millennium Capital Management LLC. He has a broad network with the largest investment banks and institutional investors in Europe and globally.
Mr. Berger has already successfully assisted HBC with its oversubscribed private placement of NOK 118 million that was directed towards international private investors and institutional funds. He has recently also facilitated the sale of additional shares in HBC from certain existing shareholders to new international investors.
Under the consultancy agreement, Mr. Berger will assist HBC with certain intermediary services, in establishing a wider base of international investors. Mr. Berger and HBC believe that a wider investor base will facilitate a contemplated US Listing and a continued positive value development.
No decision has currently been taken whether actively pursue a listing on a US stock exchange, and the timing of such a potential listing has not yet been decided. However, HBC considers a listing on Nasdaq or another US stock exchange as an exciting opportunity for itself and its shareholders.
The US stock market has historically been a positive marketplace for biotech companies and HBC has recently achieved several positive test results on various scientific research studies carried out by Dr. Bomi Framroze at Stanford University School of Medicine. For example, positive and very encouraging tests have been performed on developing a Gastro-Intestinal (GI) Protective medical food. Also, medical food to help treat age-related Sarcopenia, and future medical treatment of Anemia and NEC-IBS.
For further information about the HBC's scientific research, see HBC's Q2 report and the stock exchange notice dated 30 September 2019 (https://newsweb.oslobors.no/message/486187) and the following stock exchange notices from 2018 and 2019:
- 3 April 2019 (https://newsweb.oslobors.no/message/473598)
- 8 March 2019 (https://newsweb.oslobors.no/message/471557)
- 10 December 2018 (https://newsweb.oslobors.no/message/465383)
- 6 September 2018 (https://newsweb.oslobors.no/message/458862)
HBC is a fast growing consumer health business, specifically driven by strong demand for world leading natural, unprocessed marine oils, hydrolysed proteins and calcium. HBC expects that ongoing Scientific research and successful medical studies on the health benefits of its products will have a positive effect on sales and marketing, as well as laying the foundation for a promising pipeline of nutraceutical and pharmaceutical options in the future. This supports the rationale for a potential listing in the US.
Further information on agreements with James Berger
The consultancy agreement with Mr. Berger has been entered into for an initial period of 36 months, but with the right for HBC to terminate the agreement upon notice after 6 months.
Under the agreement, Mr. Berger will be granted a total of 6,486,400 share options in HBC (i.e. right to subscribe for approx. 2% of HBC's shares). A total of 4,862,800 share options shall vest and become exercisable when the volume weighted average price of shares over a period of 45 trading days reaches:
- NOK 8.00: 324,320 share options equal to approx. 0.1% of current share capital
- NOK 12.50: 324,320 share options equal to approx. 0.1% of current share capital
- NOK 16.50: 324,320 share options equal to approx. 0.1% of current share capital
- NOK 21.00: 324,320 share options equal to approx. 0.1% of current share capital
- NOK 25.00: 324,320 share options equal to approx. 0.1% of current share capital
- NOK 42.00: 1,621,600 share options equal to approx. 0.5% of current share capital
- NOK 55.00: 1,621,600 share options equal to approx. 0.5% of current share capital
The remaining 1,621,600 shares options (equal to approx. 0.5% of current share capital) shall vest and become exercisable when the market value of HBC's shares reaches a valuation that facilitates the completion of a listing on a US stock exchange, however 810,800 of these share options shall vest at the date falling 9 months from the date of the consultancy agreement unless a listing on a US stock exchange has occurred before this.
Each share option gives Mr. Berger the right to acquire one (1) share in HBC at a price corresponding to NOK 0.01, which will be the new par value of HBC following a share capital reduction. A separate notice for an extraordinary general meeting in this respect will be distributed in due time.
In addition, Mr. Berger will be entitled to a market based cash compensation when the market value of the HBC's shares reaches a valuation that facilitates the completion of a listing on a US stock exchange.
HBC and Mr. Berger have today also entered into a separate agreement whereby Mr. Berger will be been granted a customary compensation for services recently delivered as described above.
James Berger is currently a minority shareholder of HBC and as of today holds 2,102,835 shares in HBC in addition to the share options described above.
For further information, please contact:
Jon Olav Ødegård, CFO of Hofseth BioCare ASA
Phone: +47 936 32 966
About Hofseth BioCare ASA:
HBC is a Norwegian biotech company that develops high-value ingredients and finished products. Ingredients are further developed into discovery and pre-clinical studies in multiple clinics and university research labs in several countries. Lead clinical and pre-clinical candidates are development towards a Gastro-Intestinal (GI) Protective Medical Food, Medical Food to help treat age-related Sarcopenia, and future phase 1 studies on treatment of Anemia and NEC-IBS with Salmon Protein Hydrolysate fractions.
The company is founded on the core values of sustainability, traceability and optimal utilization of natural resources. Through an innovative hydrolysis technology, HBC can preserve the quality of lipids, proteins and calcium from fresh salmon off-cuts. Hofseth BioCare's headquarters are in Ålesund, Norway with branches in Oslo, Chicago, Mumbai, Palo Alto and Tokyo.
HBC is listed on Oslo Stock Exchange Axess list with ticker "HBC". More information about Hofseth BioCare at hofsethbiocare.com and facebook.com/hofsethbiocare
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act