ProMIS Neurosciences Inc. (TSX: PMN) (the
“
Company” or “
ProMIS”), a
biotechnology company focused on the discovery and development of
antibody therapeutics targeting toxic oligomers implicated in the
development of neurodegenerative diseases, is pleased to announce
that it has closed its previously announced upsized public offering
(the “
Offering”) for gross proceeds
of US$20,125,000, including the exercise in full of the 15%
Agent’s option.
A total of 125,781,250 units of the Company (the
“Units”) were issued at US$0.16 per Unit pursuant
to the Offering. Each Unit consisted of one common share of the
Company (a “Common Share”) and one-quarter of one
Common Share purchase warrant (each whole purchase warrant, a
“Warrant”). Each Warrant entitles the holder
thereof to purchase one Common Share (each, a “Warrant
Share”) at a price of US$0.21 per Warrant Share at any
time up to August 25, 2026, subject to an acceleration
provision.
Leede Jones Gable Inc. (the
“Agent”) acted as the agent and sole bookrunner
pursuant to an agency agreement with the Company dated August 19,
2021 (the “Agency Agreement”), and Ceros Financial
Services, Inc. acted as the exclusive sub-agent for the sale of
Units in certain jurisdictions.
In consideration for the services performed by
the Agent pursuant to the Agency Agreement, the Company paid the
Agent (or as the Agent otherwise directed) a cash commission equal
to 7% of the gross proceeds from the Offering and issued to the
Agent (or as the Agent otherwise directed) that number of
compensation warrants (the “Compensation
Warrants”) equal to 7% of the Units sold under the
Offering. Each Compensation Warrant entitles the holder thereof to
purchase one Common Share (each, a “Compensation Warrant
Share”) at a price of $0.16 per Compensation Warrant Share
at any time up to August 25, 2026.
The Offering was made pursuant to the Company’s
prospectus supplement dated August 19, 2021 (the
“Supplement”) to the Company’s short form base
shelf prospectus dated June 30, 2021 (the “Base
Prospectus”). Additionally, the Offering was conducted by
way of private placement in other jurisdictions where the Offering
could lawfully be made. Copies of the Base Prospectus, Supplement
and Agency Agreement are available under the Company’s profile on
SEDAR at www.sedar.com.
The Company intends to use the net proceeds from
the Offering to advance its lead Alzheimer’s therapy PMN310 to the
filing of an Investigational New Drug (IND) application to enable a
first clinical trial; to expand the Company’s portfolio of
antibodies and patents; and for general corporate purposes,
including, to establish a discovery laboratory in the Boston area,
to accelerate and broaden the scope of the Company’s discovery
efforts and to add additional scientific, administrative and
support staff, all as further set out in the Supplement.
The investors include Mike Gordon of Fenway
Sports Group, the Kraft Group, Henry McCance, cofounder of the Cure
Alzheimer’s Fund, and Jeremy Sclar of WS Development Group, all of
whom invested in the March 2021 financing, as well as new investors
David Adelman of Darco Capital, Michael Rubin, Chairman and CEO of
Fanatics, and Aspire Capital Fund, an institutional investor based
in Chicago.
The securities being referred to in this news
release have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the U.S. or to, or for the account or benefit
of, U.S. persons absent registration or an applicable exemption
from the registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About ProMIS
ProMIS Neurosciences Inc. is a development stage
biotechnology company focused on discovering and developing
antibody therapeutics selectively targeting toxic oligomers
implicated in the development and progression of neurodegenerative
diseases, in particular Alzheimer’s disease (AD), amyotrophic
lateral sclerosis (ALS) and Parkinson’s disease (PD). The Company’s
proprietary target discovery engine is based on the use of two
complementary techniques. The Company applies its thermodynamic,
computational discovery platform—ProMIS™ and Collective
Coordinates—to predict novel targets, known as Disease Specific
Epitopes, on the molecular surface of misfolded proteins. Using
this unique approach, the Company is developing novel antibody
therapeutics for AD, ALS and PD. ProMIS is headquartered in
Toronto, Ontario, with offices in Cambridge, Massachusetts. ProMIS
is listed on the Toronto Stock Exchange (the
“TSX”) under the symbol PMN, and on the OTCQB
Venture Market under the symbol ARFXF.
For further information about ProMIS, please
consult the Company’s website at: www.promisneurosciences.com
For Investor Relations please contact: Alpine
Equity Advisors Nicholas Rigopulos, President
nick@alpineequityadv.com Tel. 617 901-0785
The TSX has not reviewed and does not accept
responsibility for the adequacy or accuracy of this
release.
This news release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words “expect”,
“anticipate”, “continue”, “estimate”, “objective”, “may”, “will”,
“project”, “should”, “believe”, “plans”, “intends” and similar
expressions are intended to identify forward-looking information or
statements. The forward-looking statements and information are
based on certain key expectations and assumptions made by the
Company. Although the Company believes that the expectations and
assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be
placed on the forward-looking statements and information because
the Company can give no assurance that they will prove to be
correct. Since forward-looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Forward-looking information in
this news release includes the Company’s intended use of the net
proceeds of the Offering. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. Factors that could materially affect such forward-looking
information are described in the risk factors in the Base
Prospectus and the Supplement, and the documents incorporated by
reference therein, that are available on the Company’s profile on
SEDAR at www.sedar.com.
Readers are cautioned that the foregoing list of
factors is not exhaustive. The forward-looking statements included
in this news release are expressly qualified by this cautionary
statement. The forward-looking statements and information contained
in this news release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable laws.
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