DiaMedica Therapeutics Inc. (Nasdaq: DMAC), a clinical-stage
biopharmaceutical company focused on developing novel treatments
for severe ischemic disease, today announced the closing of its
previously announced $11.8 million private placement to accredited
investors. The Company sold approximately 4.7 million common shares
at a purchase price of $2.50 per share, a premium of approximately
10% above the Company’s per share closing price on Tuesday June 25,
2024. After deducting estimated offering expenses, the Company
received net proceeds of approximately $11.7 million.
The Company reported cash, cash equivalents and short-term
investments of $46.5 million as of March 31, 2024. On a pro forma
basis, including the estimated $11.7 million in net proceeds from
the private placement, the Company’s cash, cash equivalents and
short-term investments would have been $58.2 million as of such
date.
The securities sold in the private placement have not been
registered under the U.S. Securities Act of 1933, as amended, or
any state or other applicable jurisdiction’s securities laws, and
may not be offered or sold in the United States absent such
registration or an applicable exemption therefrom. The Company has
agreed to file a registration statement with the U.S. Securities
and Exchange Commission registering the resale of the common shares
issued in the private placement.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
Company’s securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
Required Canadian Early Warning Reporting
Upon closing of the private placement, Thomas von Koch (the “von
Koch”), c/o EQT Partners AB, Box 16509, 103 27 Stockholm, Sweden,
will acquire indirect ownership, through TomEnterprise Private AB,
of an aggregate of 1,200,000 common shares (the “von Koch Shares”)
of DiaMedica (the “von Koch Acquisition”). The Company’s head
office is located at 301 Carlson Parkway, Suite 210, Minneapolis,
Minnesota, 55305, U.S.A. Immediately prior to the completion of the
von Koch Acquisition, von Koch had ownership of, and exercised
control and direction over, an aggregate of 4,326,435 common shares
of the Company representing approximately 11.4% of the issued and
outstanding common shares of the Issuer on a non-diluted basis.
Immediately following the completion of the von Koch Acquisition,
von Koch will have ownership of, and exercise control and direction
over, an aggregate of 5,526,435 common shares of the Company
representing approximately 12.9% of the issued and outstanding
common shares of the Company on a non-diluted basis. von Koch will
pay aggregate cash consideration of US$3,000,000 (approximately
C$4,098,000) for the von Koch Shares at a price of US$2.50 per
common share (approximately C$3.41). The von Koch Shares are being
acquired for investment purposes. von Koch may, from time to time,
take such actions in respect of his holdings in securities of the
Company as he may deem appropriate in light of the circumstances
then existing, including the purchase of additional common shares
or other securities of the Company or the disposition of all or a
portion of his security holdings in the Company, subject in each
case to applicable securities laws and the terms of such
securities.
Upon closing of the private placement, Trill AB (“Trill”),
Sveavägen 17, 18th Floor, SE-111 57, Stockholm, Sweden, acquired
ownership of an aggregate of 1,200,000 common shares (the “Trill
Shares”) of the Company (the “Trill Acquisition”). Immediately
prior to the completion of the Trill Acquisition, Trill had
ownership of, and exercised control and direction over, an
aggregate of 4,021,608 common shares of the Company representing
approximately 10.6% of the issued and outstanding common shares of
the Company on a non-diluted basis. Immediately following the
completion of the Trill Acquisition, Trill will have ownership of,
and exercise control and direction over, an aggregate of 5,221,608
common shares of the Company representing approximately 12.2% of
the issued and outstanding common shares of the Company on a
non-diluted basis. Trill will pay aggregate cash consideration of
US$3,000,000 (approximately C$4,098,000) for the 1,200,000 Trill
Shares at a price of US$2.50 per common share (approximately
C$3.41). The Trill Shares are being acquired for investment
purposes. Trill may, from time to time, take such actions in
respect of its holdings in securities of the Company as it may deem
appropriate in light of the circumstances then existing, including
the purchase of additional common shares or other securities of the
Company or the disposition of all or a portion of its security
holdings in the Company, subject in each case to applicable
securities laws and the terms of such securities.
Pursuant to National Instrument 62-103 - The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues,
following the closing of the private placement, each of von Koch
and Trill will file an early warning report in respect of the von
Koch Acquisition and Trill Acquisition, respectively, with the
applicable Canadian securities regulators, copies of which will be
available under the Company’s profile at www.sedar.com. Following
closing of the private placement, a copy of the early warning
report relating to the von Koch Acquisition can be obtained by
contacting von Koch at +46706034564, Per Colleen, CEO TomEnterprise
Private AB. A copy of the early warning report relating to the
Trill Acquisition can be obtained by contacting Trill at Sveavägen
17, 18th Floor, SE-111 57, Stockholm, Sweden.
The Canadian dollar values referred to above were determined
using the Bank of Canada daily exchange rate on June 25, 2024.
About DM199 (rinvecalinase alfa)
DM199 is a recombinant (synthetic) form of human tissue
kallikrein-1 (rhKLK1) in clinical development for acute ischemic
stroke (AIS) and preeclampsia. KLK1 is a serine protease enzyme
that plays an important role in the regulation of diverse
physiological processes via a molecular mechanism that increases
production of nitric oxide, prostacyclin and endothelium-derived
hyperpolarizing factor. In the case of AIS, DM199 is intended to
enhance blood flow and boost neuronal survival in the ischemic
penumbra by dilating arterioles surrounding the site of the
vascular occlusion and inhibition of apoptosis (neuronal cell
death) while also facilitating neuronal remodeling through the
promotion of angiogenesis. In preeclampsia, DM199 is intended to
lower blood pressure, enhance endothelial health and improve
perfusion to maternal organs and the placenta.
About DiaMedica Therapeutics Inc.
DiaMedica Therapeutics Inc. is a clinical stage
biopharmaceutical company committed to improving the lives of
people suffering from serious ischemic diseases with a focus on
acute ischemic stroke and preeclampsia. DiaMedica’s lead candidate
DM199 is the first pharmaceutically active recombinant (synthetic)
form of the KLK1 protein, an established therapeutic modality in
Asia for the treatment of acute ischemic stroke and other vascular
diseases. For more information visit the Company’s website at
www.diamedica.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 and forward-looking information that are based on the beliefs
of management and reflect management’s current expectations. When
used in this press release, the words “anticipates,” “believes,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “should,” “can,” or “will,” the negative of
these words or such variations thereon or comparable terminology,
and the use of future dates are intended to identify
forward-looking statements and information. The forward-looking
statements and information in this press release include statements
regarding the Company’s expectations regarding net proceeds from
the private placement. Such statements and information reflect
management’s current view and DiaMedica undertakes no obligation to
update or revise any of these statements or information. By their
nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Applicable risks and uncertainties include, among
others, risks and uncertainties surrounding the private placement;
risks and uncertainties relating to the planned clinical expansion
into preeclampsia and the planned DM199 Phase 2 trial for
preeclampsia; uncertainties relating to the timing of site
activations and enrollment, regulatory applications and related
filing and approval timelines; the possibility of additional future
adverse events associated with or unfavorable results from the
ReMEDy2 trial; the possibility of unfavorable results from
DiaMedica’s ongoing or future clinical trials of DM199; the risk
that existing preclinical and clinical data may not be predictive
of the results of ongoing or later clinical trials; DiaMedica’s
plans to develop, obtain regulatory approval for and commercialize
its DM199 product candidate for the treatment of acute ischemic
stroke and preeclampsia and its expectations regarding the benefits
of DM199; DiaMedica’s ability to conduct successful clinical
testing of DM199 and within its anticipated parameters, enrollment
numbers, costs and timeframes; the adaptive design of the ReMEDy2
trial and the possibility that the targeted enrollment and other
aspects of the trial could change depending upon certain factors,
including additional input from the FDA and the blinded interim
analysis; the perceived benefits of DM199 over existing treatment
options; the potential direct or indirect impact of COVID-19,
hospital and medical facility staffing shortages, and worldwide
global supply chain shortages on DiaMedica’s business and clinical
trials, including its ability to meet its site activation and
enrollment goals; DiaMedica’s reliance on collaboration with third
parties to conduct clinical trials; DiaMedica’s ability to continue
to obtain funding for its operations, including funding necessary
to complete current and planned clinical trials and obtain
regulatory approvals for DM199 for acute ischemic stroke and
preeclampsia, and the risks identified under the heading “Risk
Factors” in DiaMedica’s annual report on Form 10-K for the fiscal
year ended December 31, 2023 and subsequent reports filed with the
U.S. Securities and Exchange Commission, including its most recent
quarterly report on Form 10-Q for the quarterly period ended March
31, 2024. The forward-looking information contained in this press
release represents the expectations of DiaMedica as of the date of
this press release and, accordingly, is subject to change after
such date. Readers should not place undue importance on
forward-looking information and should not rely upon this
information as of any other date. While DiaMedica may elect to, it
does not undertake to update this information at any particular
time except as required in accordance with applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240701384447/en/
Scott Kellen Chief Financial Officer Phone: (763) 496-5118
skellen@diamedica.com
Paul Papi Corporate Communications Phone: 617-899-5941
ppapi@diamedica.com
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