Cynapsus Announces Continuation Of Short Form Prospectus Offering
Marketwire, March 14, 2022
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO — Cynapsus Therapeutics Inc. (CTH: TSX-V) announced today that it is continuing its previously announced offering (the "Offering") under the Company’s short form prospectus dated February 21, 2022 (the “Prospectus”). On March 1, 2022 (the “First Closing Date”), the Company completed a closing of the Offering for gross proceeds of $6,008,000, achieving the minimum Offering and resulting in the issuance of 13,061,688 Units (as defined below) of the Company. Cynapsus has today received a receipt for amendment no. 1 dated March 8, 2022 (the “Amendment”) to the Prospectus, which Amendment was filed with the securities regulatory authorities in the Provinces of British Columbia, Alberta and Ontario on March 11, 2013. The Amendment allows for the closing of additional tranches of the Offering for gross proceeds of up to $1,992,000 in order to achieve the maximum Offering of $8,000,000, within 90 days following the date of the Prospectus.
The Prospectus qualifies the distribution of a minimum of 13,043,478 units and a maximum of 17,391,304 units (each, a “Unit”, and collectively, the “Units”) of the Company at a price of $0.46 per Unit (the “Offering Price”), with each Unit consisting of one common share (each, a “Common Share”) in the capital of the Company and one common share purchase warrant (each, a “Warrant”) of the Company. Each Warrant, whether issued on the First Closing Date or any subsequent Closing Date, will entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price equal to $0.575 per Warrant Share for a period of 60 months after the First Closing Date of the Offering, except, that the Warrants will be cancelled if they are not exercised within 30 days after prior written notice from the Company that the closing price of its Common Shares on the principal stock exchange of the Company has been three times the Offering Price for 20 consecutive trading days.
The net proceeds of the Offering will be used to fund the Company’s CTH-201 Bioequivalence Study and for general working capital purposes.
Agency Agreement
Under the agency agreement for the Offering entered into between the Company and M Partners Inc. (the “Agent”) on February 21, 2013, the Agent remains the lead agent in the Offering.
The Company has agreed to pay to the Agent a cash commission of up to 8% of the gross proceeds raised from the additional tranches of the Offering, and has agreed to reimburse the Agent for certain expenses incurred in connection therewith.
The Company has also agreed to grant the Agent non-transferrable warrants (each, a “Broker Warrant” and collectively, the “Broker Warrants”) to purchase Common Shares up to 8% of the Units sold pursuant to the subsequent tranches of the Offering. All Broker Warrants, whether issued on the First Closing Date or any subsequent Closing Date, will entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price equal to $0.575 per Warrant Share for a period of 60 months after the First Closing Date of the Offering, except, that the Warrants will be cancelled if they are not exercised within 30 days after prior written notice from the Company that the closing price of its Common Shares on the principal stock exchange of the Company has been three times the Offering Price for 20 consecutive trading days.
Closing
Closings of additional tranches of the Offering may occur on one or more Closing Dates as the Company and the Agent may agree. The Offering will be discontinued on the earlier of the date that the maximum Offering has been subscribed for and May 21, 2013.
US Disclaimer
This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("the U.S. Securities Act"), or any state securities law and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
About Cynapsus Therapeutics
Cynapsus is a specialty pharmaceutical company developing the only non-injectable (i.e. sublingual) delivery of the only approved drug (apomorphine) to be used as a rescue therapy for “off” motor symptoms of Parkinson’s disease. Over one million people in the U.S. and an estimated 5 million people globally suffer from Parkinson's disease. Parkinson’s disease is a chronic and progressive neurodegenerative disease that impacts motor activity, and its prevalence is increasing with the aging of the population. Based on a recent study and the results of the Company’s Global 500 Neurologists Survey, it is estimated that between 25 percent and 50 percent of patients experience “off” episodes in which they have impaired movement or speaking capabilities. Current medications only control the disease’s symptoms, and most drugs become less effective over time as the disease progresses.
Cynapsus’ drug candidate, APL-130277, is an easy-to-administer, fast-acting reformulation of apomorphine, which is approved in an injection formulation to rescue patients from “off” episodes.
Cynapsus is focused on maximizing the value of APL-130277 by completing pivotal studies in advance of a New Drug Application expected to be submitted in 2015. Cynapsus anticipates a trade sale or out-licensing to an appropriate global pharmaceutical partner before such an application is submitted.
More information about Cynapsus (CTH: TSX‐V) is available at www.cynapsus.ca and at the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Contact Information
Cynapsus Therapeutics
Anthony Giovinazzo
President and CEO
(416) 703-2449 x225
[email protected]
Andrew Williams
COO & CFO
(416) 703-2449 x253
[email protected]
Forward Looking Statements
This announcement contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Cynapsus to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks and uncertainties relating to Cynapsus’ business disclosed under the heading “Risk Factors” in its Annual Information Form filed on November 1, 2021 and its other filings with the various Canadian securities regulators which are available online at www.sedar.com. Although Cynapsus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cynapsus does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
-30-
