Initiates AVRT program for the early detection of diseases, with a focus on cancer incorporating its Aristotle multi-cancer panel
TORONTO, ON / ACCESSWIRE / April 1, 2021 / StageZero Life Sciences, Ltd (TSX:SZLS) (“StageZero” or the “Company”) is pleased to announce that effective March 31, 2021 is has entered into a letter of intent to purchase substantially all of the business of Health Clinics Limited and of Health Clinics USA Corp. (together, the “HC Companies”) related to their current oncology business and expanding focus into early disease detection utilizing proprietary treatment protocols to ameliorate progression (the “Transaction”).
The letter of intent commits the HC Companies to negotiate exclusively with StageZero for one hundred and twenty (120) days, and is binding as to payment terms. The payment terms contemplate that StageZero will issue 15,000,000 common shares (the “Closing Consideration”) to the vendors on the closing of the Transaction, with an additional 8,000,0000 common shares (the “Contingent Consideration”) potentially issuable to the vendors post-closing, contingent upon the achievement of certain performance milestones.
A portion of the shares representing the Closing Consideration will be held in escrow for a 24 month period from closing to secure the indemnification obligations of the sellers under the definitive agreement, subject to certain exceptions. The balance of the shares representing the Closing Consideration will be subject to a lock up agreement restricting vendor share sales such that the shares may be sold as 1/3 four months following closing, 1/3 eight months after closing, and 1/3 twelve months following closing.
Completion of the Transaction is subject to a number of conditions, including satisfactory due diligence findings by both parties, the obtaining of necessary approvals, including, in the case of StageZero, approval of the TSX and any required shareholder approval, and the execution of a definitive agreement. The definitive agreement will contain representations, warranties, covenants and conditions customary for a transaction of this nature."
“Together with Health Clinics, we are taking three of the highest growth areas within healthcare - liquid biopsy, early detection of disease and telemedicine - and combining them into one innovative company that with ground-breaking technology, will find disease early (as opposed to late and with presentation of symptoms), diagnose and treat, or diagnose and seek to prevent late stage disease, with a telemedicine reach in both North America and the UK/Europe” explained James Howard-Tripp, Chairman and CEO of StageZero Life Sciences, Ltd. “We begin now with AVRT, the combined program to find disease early, notably cancer, and to work via our primary care physicians and oncologists to establish appropriate treatment protocols to both treat diagnosed cancer as well as avert the consequences of late disease. We believe that launching Aristotle via this broader offering positions us uniquely in the market.”