Capstone Therapeutics Corp.
Press Release: Poison Pill Activity: Exemption/Carveout/Waiver Announcement - Capstone Therapeutics Announces Exercise of Secured Debt and Interest Conversion Option by BP Peptides, LLC and Change in Control on 12/28/2020   Download
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Capstone Therapeutics Announces Exercise of Secured Debt and Interest Conversion Option by BP Peptides, LLC and Change in Control

Monday, December 28, 2020 1:50 PM
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Company Update

ALSIP, IL / ACCESSWIRE / December 28, 2020 / Capstone Therapeutics (OTCQB:CAPS) ("the Company"):


On December 21, 2020, BP Peptides, LLC ("Brookstone") exercised its right to convert $572,700 of accrued interest and secured debt into 24,900 shares of the Company's Common Stock (exercise price of $23/share). With this acquisition Brookstone now owns 43,441 shares of the Company's Common Stock or 54.8% of the 79,277 outstanding shares of the Company's Common Stock. This transaction results in a change in control of the Company as Brookstone now has voting control of the Company, as determined by the Company's Amended and Restated Certificate of Incorporation and Bylaws.

On April 18, 2017, the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent") entered into Tax Benefit Preservation Plan Agreement (the "Plan"), dated as of April 18, 2017, between the Company and the Rights Agent, as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2017. The Plan is intended to act as a deterrent to any person (together with all affiliates and associates of such person) acquiring "beneficial ownership" (as defined in the Plan) of 4.99% or more of the outstanding shares of Common Stock without the approval of the Board (an "Acquiring Person"), in an effort to protect against a possible limitation on the Company's ability to use its net operating loss carryforwards, which totaled approximately $150 million as of December 31, 2019. The Board, in accordance with the Plan, Section 25. Process to Seek Exemption Prior to Trigger Event (a), has granted an Exemption with respect to the share acquisition of up to 24,900 shares, making Brookstone an Exempt Person for this share acquisition. The Plan expires December 31, 2023.

Please see the Company's Annual Report filed with the OTCQB Markets for further information.

About Capstone Therapeutics

Capstone Therapeutics was a biotechnology company committed to developing novel therapeutic peptides aimed at helping patients with under-served medical conditions. In March 2020 the Company entered into a transaction, which was effective April 1, 2020, whereby it has obtained an interest in a materials distribution company (Totalstone, LLC) that distributes masonry stone products for residential and commercial construction in the Midwest and Northeast United States, under the trade names Instone and Northeast Masonry Distributors (NMD), which going forward will be the Company's primary business activity.

Capstone's corporate headquarters are located in Alsip, Illinois. For more information, please visit the Company's website:

Statements in this press release or otherwise attributable to Capstone regarding our business that are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted results. These risks include the factors discussed in our Annual Report for the fiscal year ended December 31, 2019, and other documents we filed with the U.S. Securities and Exchange Commission or OTCQB Markets.


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SOURCE: Capstone Therapeutics