Conclusion of an Agreement in Principle Between Bold Capital and Dymedso, a Corporation Involved in Lung Disease Treatment and Treating COVID-19 Pulmonary Issues
MONTREAL, April 29, 2020 (GLOBE NEWSWIRE) — Peter Rona, President and Chief Executive Officer of Bold Capital Enterprises Ltd. (“Bold”) (TSX-V Bold), a Capital Pool Company, is pleased to announce the conclusion of an agreement in principle dated April 28, 2020 with Dymedso Inc. (“Dymedso”) for the realization of a qualifying transaction, as per Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
About DymedsoDymedso is a medical device corporation using sound (acoustics) to treat patients with airway clearance issues. Its flagship product, the Frequencer V2x (the “Frequencer”), provides airway clearance therapy and promotes bronchial drainage by inducing vibration through chest walls. This medical device is intended to be a component of chest physiotherapy by providing a convenient airway clearance method without harsh external thorax manipulation. The Frequencer is indicated for patients who have respiratory ailments that involve defective mucociliary clearance, as typically seen in patients suffering from cystic fibrosis as well as Chronic obstructive pulmonary disease (COPD), bronchiectasis, ciliary dyskinesia syndromes, asthma, muscular dystrophy, neuromuscular degenerative disorders, postoperative atelectasis, and thoracic wall defects.Dr. Laura McIntosh, Human Cell Biologist, sees a potential role for the Frequencer in the context of the COVID-19 crisis1: “The majority of COVID-19 fatalities are the result of acute respiratory distress syndrome (ARDS). In a recent study in China, researchers performed autopsies on deceased patients and found large amounts of sticky mucus and hyaline membranes in the deep-seated airways. And clearing the smaller airways is precisely what the Frequencer does.”While controlled clinical studies on the effectiveness of the Frequencer on COVID-19 patients have not yet been done, more than 650 Frequencers are currently being utilized across the world to assist with airway recruitment and secretion removal. The technology is in use in clinical settings for COVID-19 treatment in Montréal and in Germany.The Frequencer has obtained FDA approval, Health Canada licenses, UL approval, and CE Mark. The Frequencer is approved for sale in the United States, the European Union, Canada and the Middle East. Dymedso is also ISO 13485 certified for the design manufacturing and maintenance of pulmonary medical devices.Dymedso and Bold are not making any express or implied claims that its product has the ability to eliminate, cure, or contain the COVID-19 virus at this time.Summary of the Terms of the Agreement in PrincipleAccording to the terms of the agreement in principle, Bold proposes to acquire all the issued and outstanding securities of Dymedso by the issuance of common shares and, upon the closing of the acquisition, the shareholders of Bold and Dymedso will hold respectively 12% and 88% of all the issued and outstanding common shares of Bold, calculated prior to any additional financing. The qualifying transaction is subject to various conditions such as its approval by the board of directors of Bold and Dymedso, the hiring of a brokerage firm and the completion of a concurrent private or public placement of a minimum of $2,000,000 and a maximum of $5,000,000. The qualifying transaction constitutes an arm’s length qualifying transaction and is not subject to shareholder approval. Furthermore, the Exchange has not considered the merits of the contemplated qualifying transaction. A more detailed press release will be subsequently published in order to provide additional details on the contemplated qualifying transaction. Consequently, trading in the common shares of Bold will be halted until the publication of a press release announcing that trading in the common shares is resumed.Further Details Regarding DymedsoBased on the unaudited financial statements of Dymedso for the year ended September 30, 2019, Dymedso had total current assets of approximately $521,587, total current liabilities of approximately $808,988 and a shareholders’ equity of approximately $4,124,079. Dymedso has generated $671,000 in revenue, a gross margin of $292,328 and a net loss of $221,798. It is anticipated that Dymedso will be cash flow positive within a year with the financing mentioned above.Mr. Yvon Robert holds, directly or indirectly, 11,993,733 shares in the capital of Dymedso, which represent an aggregate of 94.41% of the voting shares of Dymedso. To the knowledge of Bold and Dymedso, no other person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the voting rights attached to all of the outstanding shares of Bold after the completion of the proposed qualifying transaction.Directors and Officers of DymedsoSubject to applicable approvals, it is anticipated that four out of the five directors of Dymedso to be nominated will be Richard Boudreault, Kim Anderson, Simon Phaneuf and Yvon Robert. Management of Dymedso will include Kim Anderson as President, Richard Boudreault as Chief Executive Officer and Chairman of the Board, and Simon Phaneuf as Chief Scientific Officer. Biographies for the officers and directors of Dymedso are described below.Richard Boudreault, FRSC, FCAE, FCMOS, HFRCGS, FCASI, FWAAS, FIAA, FinstP, AFAIAA, SMIEEE – Chief Executive Officer of DymedsoRichard Boudreault is the CEO of Dymedso. He joined Dymedso in January 2020 to bring it to another level. A successful award winning serial entrepreneur and C-level executive, Mr. Boudreault has held top corporate positions in organizations of all sizes in both the private and public sectors and has sat on over 30 boards. Over 40 years, he has led organizations across a variety of sectors including advanced materials, nanotechnology, photonics, resources and medical devices. He was involved with various publicly traded corporations in Canada including Orbite Technologies Inc. (ORT), ART Advanced Research Technologies Inc. (ARA) and 5N Plus Inc (VNP). Of the 12‑technology corporations he has led along the years, six have been sold to large conglomerates, four went public and two are within their growth phase.He chairs the Board of the national polar agency, Polar Knowledge Canada and the R&D advisory Board of the National Optics Institute. Mr. Boudreault has been actively involved in venture capital portfolio management, notably for the Caisse de dépot et placement du Quebec in the areas of sustainable energy, new materials, and the medical and transport industries. He is the originator of more than 80 patents (standing and pending) split in a dozen of families and his passion for innovation keeps him active in the Canadian VC landscape as a consultant and investment committee member.Mr. Boudreault holds a bachelor’s degree in applied physics, an MBA and a professional master’s degree in engineering, which he earned at Cornell. He is an adjunct professor at École polytechnique de Montréal, where he teaches and performs applied research on environmental chemical engineering, green chemistry and clean tech innovation and is a visiting scholar at McGill University. He is the holder of a number of prestigious national and international fellowships, was awarded the Queen Elizabeth II Diamond Jubilee Medal, was knighted into France’s Ordre des Palmes académiques, and is a recipient of the Canadian Association of Physicist Medal for Outstanding Service in Applied Photonics and the American Physics Society’s George Pake Award for innovation management. He also received the Institute of Electrical and Electronics Engineers Lifetime career prize for Engineering in Medicine and Biology. All these prizes were obtained for his medical device industry and innovation expertise.Kim Anderson – President of DymedsoKim Anderson is an experienced medical device executive. She is President of Dymedso. She joined the corporation in January 2017 as Sales and Marketing Director. With over 20 years or experience in sales, she has worked for multinational organizations in the dental industry including orthodontics, implantology and CAD/CAM technology.Ms. Anderson holds a bachelor’s degree in marketing and communication from University of Montréal. Her sales successes were directly linked to her customer-oriented selling approach and skills to establish effective strategies to facilitate the integration of innovative technologies to the dental workflow. She has won numerous sales awards such as Representative of the Year, for highest sales growth and for achieving sales goals for six consecutive years. Her experience in customer management, combined with solid technical experience, has allowed her to work with a wide range of specialists as well as university faculties, hospitals, private dental offices and dental laboratories. She was invited to lecture at several conferences and training, including the undergraduate program at University of Montréal and continuous education programs for dentists and dental staff.Ms. Anderson worked for four years in sales at Ormco, a dental corporation specializing in orthodontic appliances (Orange, California). She also held a sales position for two years at Nobel Biocare (Toronto, Canada) and she served as Executive Sales Manager for Dentsply Sirona Implants (Waltham, Massachusetts) from 2005 to 2016. The corporation focuses on implantable medical devices, integrated digital workflow, computer-aided design and computerized assisted manufacturing process.Simon Phaneuf, MD, CCFP (EM) (SEM), dip. ABLM, MBA – Chief Scientific Officer of DymedsoSimon Phaneuf is the CSO of Dymedso. He joined the corporation in February 2020 to assist in the next stages of development. A Medical Doctor with extensive clinical and academic experience, he has also participated in several start-ups in medical and technological companies.Dr. Phaneuf currently teaches medicine at Université Laval and is a former Clinical Professor of Medicine at Université de Sherbrooke. He is specialized in Emergency Medicine, Sports and Exercise Medicine, and Lifestyle Medicine. Throughout his career, he participated in numerous clinical trials and sat on the Ethics Board Committee at Charles LeMoyne Hospital for several years. He also developed several medical devices in the fields of emergency medicine and minimally invasive surgery and is co-author of several corresponding patents. These innovations are currently being used on a daily basis both in North America and in Europe.His experience as executive includes implementation of ISO 13485 for design and production of medical devices as well as quality control systems compliant with the Canadian Food Inspection Agency requirements. He also sat on corporate boards and scientific advisory committees of both private and public companies.Dr. Phaneuf holds a medical doctorate (MD) degree from Université de Montréal and a certificate of added competency in Emergency Medicine and in Sports and Exercise Medicine, as well as an executive MBA from Université de Sherbrooke. He also happens to be the first physician in the Province of Québec to be certified by the American Board of Lifestyle Medicine.Yvon Robert – DirectorYvon Robert graduated from the Université de Sherbrooke in physical education. He has always been very involved in sports and cultural organizations in the region, either as president of the Québec Games (les Jeux du Québec) or as an event organizer. For several years, he was responsible for physical education programs at a school board and was a professor at the Université de Sherbrooke.He then became Director of Marketing for the Winnipeg Jets club (AHL) in the National Hockey League. Two years later, he joined the marketing department of the Montreal Canadiens hockey club where he created LES CANADIENS magazine and became its publisher.In 1988, Mr. Robert incorporated Les Consultants C.O.R.P. Inc., a subcontracting company operating in the publishing industry.In 2002, Mr. Louis Plante, a young cystic fibrosis patient, invented an acoustic airway clearance device and joined Mr. Robert to incorporate Dymedso Inc. After several years of clinical trials and research in acoustics at the Université de Sherbrooke, it was finally in 2009 that Mr. Robert decided to take over the company’s management and develop the Frequencer, a medical device that uses low frequency acoustic waves to dislodge mucus that accumulates in the lungs.It took two years of development, design and certification to finally introduce the Frequencer in 2011.Mr. Robert has recently stepped down as President of Dymedso to focus on the development of Dymedso’s new products.The scientific information contained in this news release was read and approved by Dr. Simon Phaneuf, CSO of Dymedso.Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.1 Dr. Laura McIntosh: Acoustic Airway Clearance with the FrequencerTM – Clinical Evidence and Markets (2020). To review this white paper, log on to: https://www.dymedso.com/wp-content/uploads/2020/04/White-paper-final-Apr-20-2020-signed-min-1.pdfAbout Laura McIntosh, Ph.D.Laura McIntosh is a biotech R&D leader with 15 years’ experience in the development and commercialization of innovative biological products and services for human health and agriculture. She has significant expertise in driving science and product development strategies, managing academic and industrial scientific collaborations, and intellectual property creation and management. Most recently, Dr. McIntosh was the Vice President R&D at Concentric AG where she was responsible for the science and IP strategy in the development of commercially viable microbial-based products for the soil microbiome. As Vice President, Translational Research at Caprion Biosciences, she was responsible for the scientific integrity and oversight of all client-based proteomics projects. She also co-led a large public-private personalized medicine project in the Province of Quebec (www.pmpc-org.com/en). Dr. McIntosh also held senior-level positions at Osprey Pharmaceuticals Ltd where she led the research and clinical trials of a platform of protein therapeutic drugs, and at ART Advanced Research Technologies where she was involved in the development and commercialization of an optical imaging device.After completing her doctorate in human anatomy and cell biology at the University of Manitoba, Dr. McIntosh was awarded an NSERC postdoctoral fellowship at the National Research Council of Canada. Dr. McIntosh also holds a Master of Science in Human Anatomy and Cell Science from the University of Manitoba, and a Bachelor of Science in Zoology from Brandon University in Brandon, Manitoba. She has 28 peer reviewed publications and four patents.Forward-Looking StatementThis press release includes forward-looking statements that are subject to risks, uncertainties and other factors, including the possibility of unfavourable results from clinical trials involving the Frequencer and the treatment of COVID-19 even if the Frequencer has been successfully used for the treatment of other lung diseases. As a result, the Frequencer may never be successfully commercialized for COVID-19. All statements other than statements of historical fact could be deemed forward-looking statements. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Dymedso and Dymedso assumes no obligation to update any such forward-looking statements.