Aequus Closes $2.35 Million Offering of Convertible Debenture Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, May 2, 2019 – Aequus Pharmaceuticals Inc. (“Aequus” or the “Company”) (TSX-V: AQS) (OTCQB:AQSZF) is pleased to announce that it has closed its previously announced offering (the “Offering”) of convertible debenture units of the Company (the “Convertible Debenture Units”) at a price of $1,000 per Convertible Debenture Unit (the “Offering Price”) for aggregate gross proceeds to the Company of $2,348,000. The Offering was led by Mackie Research Capital Corporation as lead agent and sole bookrunner (the “Agent”).
Pursuant to the Offering, the Company issued an aggregate of 2,348 Convertible Debenture Units at the Offering Price. Each Convertible Debenture Unit consists of one 9.5% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a “Convertible Debenture”) and 2,380 common share purchase warrants (each, a “Warrant”). Each Convertible Debenture will be convertible at the option of the holder into common shares of the Company (each, a “Debenture Share”) at a conversion price of $0.21 per Debenture Share, with interest payable semi-annually in arrears on June 30 and December 31 of each year and maturing May 2, 2022. Each Warrant entitles the holder thereof the right to purchase one common share of the Company (a “Warrant Share”) at an exercise price of $0.22 per Warrant Share at any time up to May 2, 2022.
The Company intends to use the net proceeds of the Offering for regulatory applications, the launch of the recently announced Medicom products, investments in the medical cannabis space, initiation of the Trokendi clinical study, and working capital and general corporate purposes.
The Company has received final approval to list the Convertible Debentures, Debenture Shares, Warrants, Warrant Shares and Broker Shares on the TSX Venture Exchange (the “TSXV”). It is expected that the Convertible Debentures and Warrants will begin trading on the TSXV on or about May 6, 2019.
The Convertible Debenture Units were issued pursuant to the Agency Agreement dated April 25, 2019 between the Company and the Agent (the “Agency Agreement”). Pursuant to the Agency Agreement, the Agent was (a) paid a cash commission equal to 7.0% of the gross proceeds of the Offering, and (b) issued 1,173,842 broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable for one common share in the capital of the Company (a “Broker Share”) at an exercise price of $0.22 per Broker Share at any time up to May 2, 2022.
The Convertible Debenture Units were issued pursuant to a prospectus supplement dated April 25, 2019, to the Company’s short form base shelf prospectus dated August 15, 2017, filed with the securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the “Prospectus Supplement”). A copy of the Prospectus Supplement is available under the Company’s profile on SEDAR at www.sedar.com. The Convertible Debenture Units (Convertible Debentures, Debenture Shares, Warrants, Warrant Shares, Broker Warrants or Broker Shares) have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Convertible Debenture Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. For more information on the Offering and the Company’s intended use of the net proceeds of the Offering, please refer to the Prospectus Supplement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ABOUT AEQUUS PHARMACEUTICALS INC.
Aequus Pharmaceuticals Inc. (TSX-V:AQS) (OTCQB:AQSZF) is a growing specialty pharmaceutical company focused on developing and commercializing high quality, differentiated products. Aequus has grown its pipeline to include several commercial products in ophthalmology and transplant, and a development stage pipeline in neurology and psychiatry with a goal of addressing the need for improved medication adherence through enhanced delivery systems. As a complement to its focus in neurology, our most recent addition to the development pipeline was a long-acting form of medical cannabis, where there is a high need for a consistent, predictable and pharmaceutical-grade delivery of products for patients. Aequus intends to commercialize its internal programs in Canada alongside its current portfolio of marketed established medicines and will look to form strategic partnerships that would maximize the reach of its product candidates worldwide. Aequus plans to build on its Canadian commercial platform through the launch of additional products that are either created internally or brought in through an acquisition or license; remaining focused on highly specialized therapeutic areas. For further information, please visit www.aequuspharma.ca
This release may contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “potential” and similar expressions. Forward- looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements include but are not limited to statements relating to: the Offering and the use of proceeds of the Offering, the plans, strategy and goals of the Company, including with respect to the commercialization of its internal programs, forming strategic partnerships, the launch of products and the addition of products to the Company’s portfolio. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Aequus, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. Such risks and uncertainties include but are not limited to the Company’s use of proceeds of the Offering may differ from those indicated. In evaluating forward looking statements, current and prospective shareholders should specifically consider various factors set out herein and under the heading “Risk Factors” in the Company’s Annual Information Form dated April 24, 2019, a copy of which is available on Aequus’ profile on the SEDAR website at www.sedar.com, and as otherwise disclosed from time to time on Aequus’ SEDAR profile. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. In making the forward looking statements included in this release, the Company has made various material assumptions, including, but not limited to: obtaining positive results of clinical trials; obtaining regulatory approvals; general business and economic conditions; the Company’s ability to successfully outlicense or sell its current products and in-license and develop new products; the assumption that the Company’s current good relationships with its manufacturer and other third parties will be maintained; the availability of financing on reasonable terms; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by the Company’s competitors; and the Company’s ability to protect patents and proprietary rights. These forward-looking statements are made as of the date of this release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward looking statements.
FOR INQUIRIES PLEASE CONTACT:
Aequus Contact Information:
Ann Fehr - Chief Financial Officer
The TSXV does not accept responsibility for the adequacy or accuracy of this press release.