Acerus Pharmaceuticals Corporation (“Acerus” or the “Company”) (TSX: ASP, OTCQB: ASPCF) is pleased to announce that, further to its press release dated November 25, 2020 with respect to the completion of Acerus’ rights offering (the “Rights Offering”), Acerus issued 526,600,000 common shares of Acerus (“Common Shares”) under the Rights Offering at a price of $0.025 per share for gross proceeds of approximately $13,165,000.

The Rights Offering was over-subscribed by $483,402 or 19,336,079 Common Shares due to demand for the Common Shares. Total subscriptions, including those exercised pursuant to the additional subscription privilege, represented $13,648,402, or more than 104% of the Common Shares available under the Rights Offering. Although Acerus had a standby commitment in place with First Generation Capital Inc. (“First Generation”), no funding was required under the standby commitment.

A total of 468,494,434 Common Shares were issued pursuant to the basic subscription privilege of the Rights Offering. Of these, 458,643,154 Common Shares were issued to insiders of Acerus and 9,851,280 Common Shares were issued to all other persons. A total of 58,105,566 Common Shares were issued pursuant to the additional subscription privilege of the Rights Offering. Of these, 57,698,702 Common Shares were issued to insiders of Acerus and 406,864 Common Shares were issued to all other persons. Following completion of the Rights Offering, Acerus has 1,537,588,081 Common Shares issued and outstanding.

To the knowledge of Acerus, after reasonable inquiry, no persons became an insider of Acerus from the distribution under the Rights Offering. Acerus did not pay any fees or commissions in connection with the distribution of securities in the Rights Offering.

The estimated net proceeds of the Rights Offering will be used to make repayments of principal and interest under its existing senior secured term loan credit facility with SWK Funding LLC; for research and development expenditures related to clinical and non-clinical trials for Natesto®, the Acerus’ testosterone nasal gel for androgen replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone; and for working capital expenditures.

Early Warning Disclosure

First Generation is providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws:

First Generation is a private investment company wholly-owned by Ian Ihnatowycz. Immediately prior to completion of the Rights Offering, First Generation beneficially owned or exercised control or direction over, directly or indirectly, 867,759,176 Common Shares, including shares issuable upon exercise of 625,000 stock options which have vested, representing 85.8% of the issued and outstanding Common Shares.

Pursuant to the Rights Offering, First Generation acquired an aggregate of 451,669,872 Common Shares through the exercise of the basic subscription privilege of the Rights Offering, for an aggregate purchase price of $11,291,746.80 and an aggregate of 57,698,702 Common Shares through the exercise of the additional subscription privilege of the Rights Offering, for an aggregate purchase price of $1,442,467.55.

Immediately after the completion of the Rights Offering, First Generation beneficially owns or controls 1,377,127,750 Common Shares, including shares issuable upon exercise of 625,000 options that have vested, representing 89.5% of the issued and outstanding Common Shares. The foregoing represents an increase to First Generation’s holding of Common Shares by approximately 3.7%.

The Common Shares are being acquired for investment purposes. First Generation may, depending on market and other conditions and factors, increase or decrease its respective beneficial ownership and control or direction over Common Shares through market transactions, related financial instruments, private agreement purchases or sales, treasury issuances, convertible securities, incentive awards or otherwise.

First Generation’s business address is Suite 3515, 40 King Street West, Toronto, Ontario, M5H 3Y2.

About Acerus

Acerus Pharmaceuticals Corporation is a Canadian‐based specialty pharmaceutical company focused on the commercialization and development of innovative prescription products that improve patient experience, with a primary focus in the field of men’s health. The Company commercializes its products via its own salesforce in Canada, and through a global network of licensed distributors in the U.S. and other territories.

Acerus’ Common Shares trade on TSX under the symbol ASP and on OTCQB under the symbol ASPCF. For more information, visit www.aceruspharma.com and follow us on Twitter and LinkedIn.

Notice Regarding Forward-Looking Statements

The TSX has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein.

This news release contains certain "forward-looking statements" and "forward-looking information". Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performances, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward- looking statements or forward-looking information can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “project,” “estimate,” “expect,” “believe”, “future,” “likely,” “may,” “should,” “could”, “will” and similar references to future periods. All statements other than statements of historical fact included in this release are forward-looking statements, including, without limitation, the proposed use by Acerus of the proceeds of the Rights Offering contained in this news release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements or information. Important risks, assumptions and factors that could cause actual results to differ materially from Acerus’ plans and expectations include the actual results of business negotiations; the Company’s ability to repay its debts and meet its financial covenants; adverse general economic, market or business conditions including those caused by the Covid-19 pandemic; regulatory changes and other risks and factors detailed herein and from time to time in the filings made by Acerus with securities regulators and stock exchanges, including in the section entitled “Risk Factors” in Acerus’ annual information form dated March 3, 2020 which is available at www.sedar.com. Any forward-looking statement or information only speaks as of the date on which it was made and, except as may be required by applicable securities laws, Acerus disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Although Acerus believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and accordingly, investors should not rely on such statements.

Company Contact Robert Motz Chief Financial Officer (905) 817-8288 rmotz@aceruspharma.com.

 

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