BTI BiOasis Technologies Inc

BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI) (the “Company” or “Bioasis”), a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and a differentiated, proprietary xB3 ™ platform for delivering therapeutics across the blood-brain barrier (“BBB”) and the treatment of central nervous system (“CNS”) disorders in areas of high unmet medical need, today provided an update on its financial condition and operations.

As previously disclosed, the termination of the Company’s proposed merger with Midatech Pharma PLC (now Biodexa Pharmaceuticals PLC) (“Biodexa”) in January 2023 left the Company with limited cash and significant liabilities, including a C$350,000 bridge loan from Lind Global Macro Fund, LP (“Lind”), a US$500,000 bridge loan from Biodexa and approximately C$3.3M owing to Lind under the 2021 convertible security funding agreement between the Company. All of these debts are secured by liens over all of the Company’s assets (with Lind holding first-ranking security) and the bridge loans (including accrued and unpaid interest) mature on June 30, 2023. Bioasis is currently, or will be, in default of its obligations to Lind and Biodexa and they are, or will be, entitled to take actions in accordance with their loan and security documents with Bioasis to enforce their rights as secured lenders.

Since the termination of the merger, Bioasis has pursued numerous strategic alternatives to preserve and enhance shareholder value, including: mergers; the sale of all or portions of the Company or its assets; partnerships’ licensing and joint venture transactions; and third party financings. In pursuing these transactions, Bioasis was assisted by third party advisors, including Shadow Lake Group and Maxim Group. Since the end of January, Bioasis and its advisers have contacted numerous potential counterparties, several of whom entered into non-disclosure agreements with the Company and engaged in active discussions with the Company regarding potential transactions.

The Company has recently signed a non-binding term sheet with Swiss Biotech Advisors (“SBA”), a group consisting of certain of the vendors of the EGF therapy platform that Bioasis acquired in June 2022 (the “EGF Assets”), for an exclusive worldwide license by Bioasis to SBA of the EGF Assets along with the right to apply the Company’s xB3 ™ platform to the EGF Assets. In return, Bioasis would receive certain milestone payments, a 5% royalty on net sales from products developed based on the licensed technology, along with a share of any sublicensing revenue generated by SBA from the licensed technology. The transaction is subject to certain conditions, including the execution of a definitive license agreement.

The current economic environment and market conditions for small-cap development stage biopharmaceutical companies continue to be very challenging. Although the Company is still pursuing certain potential strategic alternatives, other than the potential transaction with SBA (which is not expected to generate any cashflow for the Company in the short term) the Company does not currently have any actionable alternatives, is almost out of cash and is no longer in a position to continue funding its operations.

As a result, the board of directors has made the difficult decision to suspend all of Bioasis’ operations.

Given the Company’s limited cash resources, it has been unable to pay its auditors to produce audited financial statements for its financial year ended February 28, 2022. As a result, the Company will not be in a position to file its audited annual financial statements and related management’s discussion and analysis for that financial year prior to the June 28, 2023 deadline for doing so. The Company anticipates that this will result in the British Columbia Securities Commission issuing a cease trade order in respect of its shares and a suspension of trading of its shares on the TSX Venture Exchange.

Finally, the Company announces that Chiesi Farmaceutici S.p.A. (“Chiesi”) has advised the Company that, Chiesi does not intend to continue to pursue the potential development of xB3 ™ and will be terminating the non-exclusive research collaboration and licensing agreement between the Company and Chiesi.

On behalf of the Board of Directors of Bioasis Technologies Inc.

Deborah Rathjen, Ph.D., Executive Chair of the Board

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About Bioasis

Bioasis is a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and the xB3 ™ platform, a proprietary technology for the delivery of therapeutics across the blood brain barrier and the treatment of CNS disorders in areas of high unmet medical need. The delivery of therapeutics across the blood-brain barrier represents the final frontier in treating neurological disorders. The in-house development programs at Bioasis are designed to develop symptomatic and disease-modifying treatments for brain-related diseases and disorders. For more information about the Company, please visit www.bioasis.us.

Cautionary Statement on Forward-Looking Information

This press release may contain certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Bioasis to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the state of domestic and international capital markets; Bioasis’ ability to obtain financing; changes in general market conditions; and other risks and uncertainties relating to Bioasis and its business described more fully in Bioasis’ filings on SEDAR at www.sedar.com.

Bioasis undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Bioasis’ best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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.

Contacts:

Deborah Rathjen, Ph.D., Executive Chair of the Boarddeborah@bioasis.us203-533-7082